Common use of thereof Clause in Contracts

thereof. Each of the Incremental Term Loan Lenders, the Borrower, Holdings, the MLP and the Administrative Agent acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as the “Term B-3-C Loans” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction of the conditions precedent set forth in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder.

thereof. Each The provisions of the Incremental Term Loan LendersSecurity Agreement are effective to perfect the security interest of the Trustee in the Pledged Security Entitlements and assuming that the Trustee, on behalf of the Holders, has obtained the Pledged Security Entitlement to the Pledged Collateral without notice of any "adverse claim" (as defined in Section 8-102 of the NY UCC) in respect of the Pledged Security Entitlements, such a perfected security interest in favor of the Trustee under the Security Agreement in the Issuers' right, title and interest in and to the Pledged Security Entitlements will have priority over any other security interest in the Pledged Security Entitlements under the NY UCC, except as hereafter stated. Such counsel may assume that the Securities Account exists, that each Issuer has sufficient rights therein for the security interest to attach, and that "value" has been given, as defined in Section 1-201(44) of the NY UCC; such counsel need express no opinion as to the nature or extent of each Issuer's rights in, or title to, any of the Pledged Security Entitlements; or as to the nature or extent of the rights of the "securities intermediary" (as defined in the NY UCC) in, or title to, any financial assets underlying the Pledged Security Entitlements; such counsel may state that the perfection of a security interest in "proceeds" (as defined in the NY UCC) of collateral is governed and restricted by Section 9-306 of the NY UCC; such counsel may state that the law of a "securities intermediary's jurisdiction" governs, among other things, the Borrower, Holdings, the MLP rights and duties of a "securities intermediary" and the Administrative Agent acknowledges "entitlement holder" arising out of a "security entitlement" and agrees whether an adverse claim can be asserted against a person who acquired a "security entitlement" from a "securities intermediary" (as each such term is defined in the NY UCC; such counsel may assume that the Incremental Term Loan Commitments provided pursuant Securities Intermediary will comply with its obligations under Section 9 of the Security and Control Agreement; such counsel may state that an entitlement holder's property interests with respect to this Agreement shall be designated as financial assets are subject to Sections 8-503 and 8-511 of the “Term B-3-C Loans” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, NY UCC(g); such counsel need express no opinion with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such fees, if any, as are specified security interest of the Secured Party in Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon any of the Agreement Effective Date (as defined below). Each Incremental Term Loan Lender party to this Agreement following types of property: (i) confirms that it has received any option or similar obligation issued by a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred clearing corporation to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreementparticipants, (ii) agrees that it willany commodity contract; such counsel's opinion may be limited to the NY UCC and Federal Book Entry Regulations, independently and without reliance upon such opinion need not address (I) laws of jurisdictions other than New York and the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementFederal Book Entry Regulations, (iiiII) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated collateral of a type not subject to the Administrative Agent by NY UCC or the terms thereof, together with such powers as are reasonably incidental theretoFederal Book Entry Regulations, (ivIII) agrees that it will perform in accordance with their terms all under NY UCC Section 9-103 or 8-110, what law governs perfection or priority of the obligations which by security interests granted in the terms collateral and (IV) what law governs perfection or priority of security interests granted in Federal Security Entitlements; such counsel need express no opinion except to the extent that the Securities Account constitutes a "securities account" within the meaning of NY UCC Section 8-501(a) and with respect to each security entitlement, may assume that the underlying security or other financial asset has been endorsed to the securities intermediary or in blank or has been credited to a securities account in the name of the Credit Agreement are required securities intermediary; such counsel need express no opinion with respect to be performed by it as a Lender, and (v) the priority of the security interest of the Trustee in the case Pledged Security Entitlements against any of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in following: (I) pursuant to Section 5.04(c9-301(1) of the Credit Agreement certifying as NY UCC, a lien creditor who attached or levied prior to its entitlement the perfection of the security interest of the Trustee, (II) pursuant to Section 9- 301(4) of the NY UCC, a complete exemption from United States withholding taxes lien creditor with respect to all payments future advances, (III) pursuant to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction Section 9-312(7) of the conditions precedent set forth in Section 9 of Annex I hereto (such dateNY UCC, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) another secured creditor to the extent provided that provision limits the priority afforded future advances, (IV) pursuant to Section 9- 312(6) of the NY UCC, another secured party with a prior perfected security interest in this Agreementother property of either Issuer to the extent that the Pledged Security Entitlements are proceeds of such other property; such counsel may state that pursuant to Section 9-115 of the NY UCC, shall have the security interest of the Trustee will be subordinate to any security interest now or hereafter granted by the Company in favor of a "securities intermediary" and will be of equal priority with any other secured party who has or obtains control; if and to the extent the securities intermediary is a "clearing corporation" as defined in Section 8- 102(a)(5), such counsel may state that pursuant to Section 8-111 of the NY UCC, any rule adopted by a clearing corporation governing the rights and obligations of a Lender thereunder among the clearing corporation and under its participants is effective even if the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on rule conflicts with the Agreement Effective Date, NY UCC and affects the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing rights of the Incremental Term Loans on Trustee. To the Agreement Effective Date. The Borrower acknowledges and agrees extent that it shall the opinions expressed in numbered paragraph 13 relate to Federal Security Entitlements, such opinion may be liable for all Obligations with respect subject to the Incremental Term Loan Commitments provided hereby includingfollowing limitations, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party qualifications and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder.exceptions:

thereof. Each The Borrower hereby waives diligence, presentment, demand, protest and all other notices of any kind. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments of the Incremental Term Loan Lendersprincipal hereof and interest hereon and the respective dates thereof shall be (a) endorsed by the holder hereof (i) on the schedule attached hereto and made a part hereof or (ii) on a continuation thereof which shall be attached hereto and made a part hereof or (b) otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrowers under this note. [Signature Page Follows] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDER: [·] New York, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, the Borrowerundersigned CACTUS WELLHEAD, HoldingsLLC, the MLP and the Administrative Agent acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as the “Term B-3-C Loans” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof a Delaware limited liability company (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction of the conditions precedent set forth in Section 9 of Annex I hereto (such date, the “Agreement Effective DateBorrower”), each Incremental Term Loan hereby promises to pay to the Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement set forth above (ithe “Lender”) shall be obligated to make or its registered assigns, in lawful money of the Incremental Term Loans provided to be made by it as provided United States of America in this Agreement immediately available funds on the terms, and subject to the terms and conditions, dates set forth in the Credit Agreement dated as of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Credit Agreement with respect to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in this the Credit Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, shall have all upon the terms and conditions therein specified. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be liable for all Obligations with holder of this Note in respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunderthereof.

thereof. Each of the Incremental Term Loan LendersLender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrower, Holdings, the MLP Borrowers and the Administrative Agent acknowledges acknowledge and agrees agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as constitute Incremental Term Loan Commitments of the “Term B-3-C Loans” and shall constitute an increase respective Tranche specified in Annex I attached hereto and, upon the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the incurrence of Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The pursuant to this Agreement, shall constitute Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans under such specified Tranche for all purposes under of the Credit AgreementAgreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrower Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). ) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 9 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loans Loan Commitments provided pursuant to this Agreement shall expire on the Agreement Effective Datedate specified in Annex I attached hereto. The Borrower acknowledges Borrowers acknowledge and agrees agree that it they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder.Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT

thereof. Each of the Incremental Term Loan Lenders, the Borrower, Holdings, the MLP and the Administrative Agent acknowledges and Extending Revolving Credit Lender also agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as the “Term B-3-C Loans” Applicable Margin, Commitment Fee Rate and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and other provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such fees, if any, as are specified in set forth on Annex I attached hereto, which fees hereto shall be due and payable applicable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below)its Extending Revolving Credit Commitments. Each Incremental Term Loan Extending Revolving Credit Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred delivered pursuant to therein Section 4.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent Agent, the Agents, the Arrangers or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto, (iii) appoints and authorizes the Administrative Agent Agents to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents or any other instrument or document furnished pursuant thereto as are delegated to the Administrative Agent Agents by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) prescribed by the Internal Revenue Service of the Credit Agreement United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Loan Documents. Upon the satisfaction execution of a counterpart of this Agreement by the conditions precedent set forth in Section 9 of Annex I hereto (such dateAdministrative Agent and the Borrower, the “Agreement Effective Date”)delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by fax) hereof and the payment of any fees required in connection herewith, each Incremental Term Loan Extending Revolving Credit Lender party hereto agreeing to provide an Incremental Term Loan Commitment shall become (or remain) a Lender pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) and, to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Loan Documents. The Incremental Term Loans shall be made available You may accept this Agreement by signing the enclosed copies in a single drawing on the Agreement Effective Datespace provided below, and returning one copy of same to us before the Incremental Term Loan close of business on _____, _____. If you do not so accept this Agreement by such time, your Extending Revolving Credit Commitments provided pursuant to set forth in this Agreement shall expire upon be deemed cancelled. After the borrowing execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Loan Documents pursuant to Section 10.1 of the Incremental Term Loans on Credit Agreement. Very truly yours, [NAME OF LENDER] By: Name: Title: Agreed and Accepted this _____ day of _____, _____: PINNACLE ENTERTAINMENT, INC., a Delaware corporation, By: Name: Title: BARCLAYS BANK PLC, as Administrative Agent By: Name: Title: Name of Lender: Extending Revolving Credit Commitment: Applicable Margin for Eurodollar Loans: Applicable Margin for Base Rate Loans: Commitment Fee Rate: Other provisions applicable to Extending Revolving Credit Commitments: Reference is made to the Agreement Effective DateSecond Amended and Restated Credit Agreement, dated as of December 14, 2005 (as amended and as the same may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, the “Credit Agreement”), among PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement, XXXXXX BROTHERS INC. and BEAR, XXXXXXX & CO. INC., as joint advisors, joint lead arrangers and joint book runners, BEAR XXXXXXX CORPORATE LENDING INC., as syndication agent, XXXXX FARGO BANK, N.A., as lead arranger, and XXXXXX COMMERCIAL PAPER INC. or its successors or assigns, as administrative agent. Capitalized terms used and not defined herein shall have the meaning set forth in the Credit Agreement. The Borrower acknowledges Assignor identified on Schedule 1 hereto (the “Assignor”) and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to Assignee identified on Schedule 1 hereto (the benefits of (i“Assignee”) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder.agree as follows:

thereof. Each of the Incremental Second-Lien Term Loan LendersLender, the Borrower, Holdings, the MLP Borrower and the Administrative Agent acknowledges acknowledge and agrees agree that (i) upon the incurrence of Incremental Second-Lien Term Loans pursuant to the Incremental Second-Lien Term Loan Commitments hereunder, such Incremental Second-Lien Term Loans shall (x) constitute Incremental Second-Lien Term Loans for the purposes of Section 2.24(a) of the Credit Agreement and the relevant basket for the incurrence of additional Incremental Second-Lien Term Loans thereunder (the availability of which shall be deemed to be reduced from $50,000,000 to $0) and (y) be deemed to be Second-Lien Term Loans for all other purposes (including, without limitation, for the purposes of Section 2.12) of the Credit Agreement and the other applicable Loan Documents, (ii) for the purposes of computing interest pursuant to Section 2.06(d) of the Credit Agreement, the Borrowing of the Incremental Second-Lien Term Loans shall be deemed to have occurred on the First Amendment Effective Date, (iii) on the first Interest Payment Date occurring after the Agreement Effective Date, the Borrower shall be refunded in cash an amount equal to the aggregate amount of interest accrued on the Incremental Second-Lien Term Loans from the First Amendment Effective Date through the Agreement Effective Date and (iv) this Agreement shall constitute an “Incremental Amendment” under, and as defined in, the Credit Agreement for all purposes of the Credit Agreement and the other applicable Loan Documents. Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions set forth on Annex I hereto in respect of each Incremental Second-Lien Term Loan Commitment provided pursuant to this Agreement shall be designated as the “Term B-3-C Loans” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). Each Incremental Second-Lien Term Loan Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Assignee and represents and warrants that it is a “Qualified Institutional Buyer” as such term is defined in Rule 144A promulgated under the Securities Act, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agents to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent and the Collateral Agents, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (vvi) in the case of each lending institution Incremental Second-Lien Term Loan Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Non-Bank Certificate referred to in Section 5.04(c2.20(e) of the Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Credit Agreement and the other Credit Loan Documents. Upon the satisfaction of the conditions precedent set forth in Section 9 of Annex I hereto date (such date, the “Agreement Effective Date”)) of (i) the execution of a counterpart of this Agreement by each Incremental Second-Lien Term Loan Lender, the Administrative Agent, the Borrower, Holdings and each Subsidiary Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith, (iv) the receipt by the Administrative Agent of a certificate from a Responsible Officer of the Borrower certifying that the conditions set forth in Section 4.01 of the Credit Agreement have been satisfied and that there have been no changes to any of the certificates of incorporation or formation or the bylaws or operating agreements of any Loan Party since the First Amendment Effective Date, (v) the receipt by the Administrative Agent of an opinion from Xxxxxxxx & Xxxxx LLP, New York counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and the Incremental Second-Lien Term Loan Lenders, and dated the Agreement Effective Date covering such matters relating to the enforceability of this Agreement and (vi) the payment by the Borrower to the Administrative Agent for the ratable benefit of each Incremental Second-Lien Term Loan Lender an upfront fee in the amount of 7% of the aggregate principal amount of all Incremental Second-Lien Term Loans to be made by the Incremental Second-Lien Lenders on the Agreement Effective Date, each Incremental Second-Lien Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (ix) shall be obligated to make the Incremental Second-Lien Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and in this Agreement and (iiy) to the extent provided in this Agreement, shall have the rights and obligations of a Second-Lien Lender thereunder and under the other Credit applicable Loan Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Second-Lien Term Loan Commitments provided hereby including, without limitation, any all Incremental Second-Lien Term Loans made pursuant theretohereto, and (ii) all such Obligations (including all such Incremental Second-Lien Term Loans) shall be entitled to the benefits of the respective Security Documents, including, without limitation, the Guarantee and Collateral Agreement. By acknowledging this Agreement, each Credit Party hereby Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Second-Lien Term Loan Commitments provided hereby and all Incremental Second-Lien Term Loans made pursuant hereto shall (i) be fully guaranteed pursuant to the Guarantee and Collateral Agreement as, and to the extent, provided therein and in the Credit Agreement and (ii) be entitled to the benefits of the Loan Documents as, and to the extent, provided therein and in the Credit Agreement. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of the same to us before the close of business on August 11, 2009. If you do not so accept this Agreement by such time, our Incremental Second-Lien Term Loan Commitments set forth in this Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (iincluding by way of counterparts and by facsimile or other electronic transmission) by the Guaranty parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of such Loan Documents pursuant to Section 9.08 of the Credit Party Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall constitute guaranteed Obligations control. Very truly yours, DEUTSCHE BANK AG NEW YORK BRANCH, as an Incremental Second-Lien Term Loan Lender By /s/ Xxxx X’Xxxxx Name: Xxxx X’Xxxxx Title: Director By /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President Agreed and Accepted as of the date first written above: WINDY CITY INVESTMENTS, INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President NUVEEN INVESTMENTS, INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: /s/ Xxxx X’Xxxxx Name: Xxxx X’Xxxxx Title: Director By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President Each Guarantor acknowledges and agrees to each of the foregoing provisions of this Incremental Second-Lien Term Loan Commitment Agreement and to the incurrence of the Incremental Second-Lien Term Loans to be made pursuant hereto. NUVEEN INVESTMENTS INSTITUTIONAL SERVICES GROUP LLC, as a Guarantor By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President NUVEEN INVESTMENTS HOLDINGS, INC., as a Guarantor By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President NUVEEN ASSET MANAGEMENT, as a Guarantor By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President NUVEEN INVESTMENTS ADVISERS INC., as a Guarantor By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President NUVEEN INVESTMENT SOLUTIONS, INC. (ii) each Security Document and shall constitute Obligations thereunderF/K/A XXXXXXXX & XXXXXXX, INC.), as a Guarantor By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President NUVEEN HYDEPARK GROUP, LLC, as a Guarantor By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President SYMPHONY ASSET MANAGEMENT LLC, as a Guarantor By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President SANTA XXXXXXX ASSET MANAGEMENT, LLC, as a Guarantor By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President NWQ INVESTMENT MANAGEMENT COMPANY, LLC, as a Guarantor By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President NWQ HOLDINGS, LLC, as a Guarantor By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President TRADEWINDS GLOBAL INVESTORS, LLC, as a Guarantor By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President XXXXXXX CAPITAL MANAGEMENT, INC., as a Guarantor By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President XXXXXXXXXXX ASSET MANAGEMENT, INC., as a Guarantor By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President 1. Name of Borrower: Nuveen Investments, Inc.

thereof. Each On the effective date of the Incremental Term Loan Lenders, increase in the Borrower, Holdings, the MLP and aggregate Revolving Credit Commitments pursuant to such Section 2.1(b) as set forth in written notice from the Administrative Agent acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as the “Term B-3-C Loans” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans New Lender, New Lender shall have terms and provisions identical remit to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, with respect Administrative Agent in immediately available funds an amount equal to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). Each Incremental Term Loan Lender party to this Agreement sum of (i) confirms that it has received a copy the New Lender’s Ratable Share of then outstanding Revolving Credit Loans plus (ii) the New Lender’s Ratable Share of any new Revolving Credit Loan being advanced to the Borrower on such effective date. From and after the effective date of the increase in aggregate Revolving Credit Agreement and Commitments (a) the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, New Lender shall be responsible to the extent applicable, to become a Lender Administrative Agent for funding its Ratable Share of any Revolving Credit Loan under Section 2 of the Credit Agreement, whether in response to a Loan Request, a demand by PNC Bank for repayment of the Swing Loan, repayment of any Reimbursement Obligation or otherwise; (iib) agrees that it will, independently the New Lender shall have a participation interest equal to its Ratable Share of any Letters of Credit then outstanding or thereafter issued and without reliance upon any Letter of Credit Borrowing then outstanding or thereafter incurred; and (c) the Administrative Agent or any other New Lender shall have all of the rights and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers duties of a Lender under the Credit Agreement and the other Loan Documents. The New Lender hereby represents and warrants that it has heretofore received a true and correct copy of the Credit Agreement, an original Revolving Credit Note in the amount of its Revolving Credit Commitment and a true and correct copy of each of the other Loan Documents (including any modifications thereof or supplements or waivers thereto) in effect on the date hereof. In furtherance of the foregoing, New Lender shall execute and deliver or cause to be executed and delivered at any time and from time to time such further instruments and documents and do or cause to be done such further acts as are delegated may be reasonably necessary in the reasonable opinion of the Administrative Agent to carry out more effectively the provisions and purposes of this Lender Joinder and Assumption Agreement and the other Loan Documents. New Lender acknowledges and agrees that a telecopy transmission to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required signature pages hereof purporting to be performed by it as a Lender, and (v) in the case signed on behalf of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction of the conditions precedent set forth in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan New Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations effective and (ii) each Security Document binding execution and shall constitute Obligations thereunderdelivery hereof by New Lender.

thereof. Each of the Incremental Term Loan Lenders, the BorrowerLender, Holdings, the MLP Borrowers and the Administrative Agent acknowledges acknowledge and agrees agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated constitute Incremental Commitments and, upon the Agreement Effective Date (as hereinafter defined), the “Term B-3-C Loans” and Incremental Commitment of each Incremental Lender shall constitute an increase become, or in the Term B-3 Loans outstanding prior case of an existing Lender, shall be added to (and thereafter become a part of), the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Commitment of such Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit AgreementLender. Each Incremental Term Loan Lender Lender, the Borrowers and the Borrower Agent further agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive from the Borrowers such upfront fees and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting with the Borrowers and acknowledged by the Agent, all of which fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below)Commitment provided pursuant to this Agreement. Each Incremental Term Loan Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Assignee, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iiiiv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (vvi) in the case of each lending institution organized under the laws of Incremental Lender that is a jurisdiction outside the United StatesForeign Lender, attaches the applicable forms described referred to in Section 5.04(c3.13(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit DocumentsAgreement. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Lender, the Borrowers, Holdings and each other Loan Party and the Agent, (ii) the delivery to the Agent, Holdings and the Borrowers of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of the any other conditions precedent set forth in Section 9 4 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement Agreement, and participate in Letters of Credit issued on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit applicable Loan Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing Each of the Incremental Term Loans on the Agreement Effective Date. The Borrower Borrowers acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby as provided in the Credit Agreement including, without limitation, any Term all Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that and (ii) all such Obligations with respect to Incremental Term Loan Commitments (including all such Loans) shall be entitled to the benefits of the respective Security Documents and the Guarantee in accordance with the requirements of the Credit Agreement. Each of the Borrowers acknowledges and agrees that, on the Incremental Commitment Date, (i) the Guaranty representations and warranties made or deemed made by each Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on the Incremental Commitment Date with the same force and effect as if made on and as of such Credit Party date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall constitute guaranteed Obligations have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents (other than a change in factual circumstances since the Effective Date, that constitutes a material adverse change in the business, assets, liabilities, financial condition or results of operations of Holdings and its Subsidiaries taken as a whole), and (ii) no Default or Event of Default exists or would exist after giving effect to the Incremental Commitment contemplated hereby. Holdings and each Security Document Guarantor acknowledge and agree that all Obligations with respect to the Incremental Commitments provided hereby and all Loans made pursuant thereto shall constitute Obligations thereunder.(i) be fully guaranteed pursuant to the Guarantee as, and to the extent, provided therein and in the Credit Agreement and (ii) be entitled to the benefits of the Loan Documents as, and to the extent, provided therein and in the Credit Agreement. Attached hereto as Annex II are true and correct copies of such officers’ certificates, board of director (or equivalent governing body) resolutions and evidence of good standing (to the extent available under Applicable Law) of the Loan Parties required to be delivered pursuant to clause (iv) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement. Attached hereto as Annex III is a true and correct copy of a certificate executed by an authorized officer of the MG Borrower required to be delivered pursuant to clause (v) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on _____, 20_. If you do not so accept this Agreement by such time, our Incremental Commitments set forth in this Agreement shall be deemed canceled. After the execution and delivery to the Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Loan Documents pursuant to Section 13.6 of the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control. Very truly yours, [NAME OF EACH INCREMENTAL LENDER] By Name: Title Agreed and Accepted this [_____] day of [_____, 201_]: MORGANS GROUP LLC By: Name: Title: BEACH HOTEL ASSOCIATES LLC By: Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Agent By: Name: Title: By: Name: Title: Each Guarantor acknowledges and agrees to each the foregoing provisions of this Incremental Commitment Agreement and to the incurrence of the Loans to be made pursuant thereto. [EACH GUARANTOR], as a Guarantor By: Name: Title: 1. Name of the Borrowers: Morgans Group LLC and Beach Hotel Associates LLC

thereof. Each of the Incremental Term Loan Lenders, the Borrower, Holdings, the MLP and the Administrative Agent Lender acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated Agreement, in the aggregate amount for each tranche of Incremental Commitments as the “Term B-3-C Loans” and set forth on Annex I hereto, shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms Loan Commitments under, and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under as defined in, the Credit Agreement. Each Incremental Lender agreeing to provide an Incremental Commitment pursuant to this Agreement, the Borrower and the Administrative Agent acknowledge and agree that, upon the incurrence of Incremental Term Loan Loans pursuant to the Incremental Commitments provided pursuant to this Agreement, such Incremental Term Loans shall constitute Term Loans for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each such Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive such fees, if any, upfront fees as are specified in Annex I attached heretohave been separately agreed, which fees upfront fee shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below)has been separately agreed. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution (not already a Lender) organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c4.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Lenders, the Administrative Agent and the Borrower and the delivery thereof to the Administrative Agent (including by facsimile), (ii) the payment of any fees required in connection herewith and (iii) the satisfaction of the any conditions precedent set forth in Section 9 6 of Annex I hereto (such date, the “Agreement Effective Date”), ) each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (ix) shall become a party to the Credit Agreement, (y) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth herein and in the Credit Agreement and (iiz) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon on the borrowing of date specified in Annex I attached hereto. The Borrower agrees that the terms contained in Annex I attached hereto (including without limitation, those contained in Sections 8, 9, 10, 11 and 12 thereof) constitute terms applicable to the Incremental Commitments provided hereunder and the Incremental Term Loans on the Agreement Effective Datemade pursuant hereto. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant theretothereto and (ii) all such Obligations (including any such Loans) shall be entitled to the benefits of the Security Documents. By acknowledging this Agreement, each Credit Party hereby Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and any Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Subsidiaries Guaranty in accordance with the terms and provisions thereof and (ii) be entitled to the benefits of the Security Documents. Attached hereto as Annex II is an opinion of Axxxxxx Xxxxx LLP, counsel to the Borrower, delivered as required pursuant to Section 1.14(b)(iv) of the Credit Agreement. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on November 13, 2007. If you do not so accept this Agreement by such time, our Incremental Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (iincluding by way of counterparts and by facsimile) by the Guaranty of such Credit Party and parties hereto, this Agreement shall constitute guaranteed Obligations and (ii) each Security a Credit Document and shall constitute Obligations thereundermay only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS By s/ Axxx Xxxxxx Name: Axxx Xxxxxx Title: Director By s/ Yxxxxx Xxxxxx Name: Yxxxxx Xxxxxx Title: Vice President Agreed and Accepted this 13th day of November, 2007: RCN CORPORATION By: s/ Mxxxxxx X. Xxxxxx Name: Mxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: s/ Axxx Xxxxxx Name: Axxx Xxxxxx Title: Director By: s/ Yxxxxx Xxxxxx Name: Yxxxxx Xxxxxx Title: Vice President Each Subsidiary Guarantor acknowledges and agrees to the foregoing provisions of this Incremental Commitment Agreement, specifically including the acknowledgments and agreements made by it pursuant to the eighth paragraph of the Incremental Commitment Agreement. 21ST CENTURY TELECOM SERVICES, INC. BRAINSTORM NETWORKS, INC. HOT SPOTS PRODUCTIONS, INC. ON TV, INC. RCN-BECOCOM, INC. RCN CABLE TV OF CHICAGO, INC. RCN DIGITAL SERVICES, LLC By: RCN Corporation, its managing member RCN ENTERTAINMENT, INC. RCN FINANCE, LLC By: RCN Corporation, its managing member RCN FINANCIAL MANAGEMENT, INC. RCN INTERNATIONAL HOLDINGS, INC. RCN INTERNET SERVICES, INC. RCN NEW YORK COMMUNICATIONS, LLC By: RCN Telecom Services, Inc., its managing member RCN TELECOM SERVICES, INC. RCN TELECOM SERVICES OF ILLINOIS, LLC By: RCN Corporation, its managing member RCN TELECOM SERVICES OF MASSACHUSETTS, INC. RCN TELECOM SERVICES OF PHILADELPHIA, INC. RCN TELECOM SERVICES OF VIRGINIA, INC. RCN TELECOM SERVICES OF WASHINGTON D.C., INC. RFM 2, LLC By: RCN Corporation, its managing member RLH PROPERTY CORPORATION STARPOWER COMMUNICATIONS, LLC By: RCN Telecom Services of Washington D.C., Inc., its managing member TEC AIR, INC. UNET HOLDING, INC., as Guarantors By: s/ Mxxxxxx X. Xxxxxx Name: Mxxxxxx X. Xxxxxx Title: Executive Vice President and CFO RAVEN ACQUISITION CORPORATION By: s/ Mxxxxxx X. Xxxxxx Name: Mxxxxxx X. Xxxxxx Title: Executive Vice President and CFO

thereof. Each of the Incremental Term Loan LendersLender, the Borrower, Holdings, the MLP Borrower and the Administrative Agent acknowledges Lead Arranger acknowledge and agrees agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as constitute Incremental Term Loan Commitments of the “Term B-3-C Loans” and shall constitute an increase respective Tranche specified in Annex I attached hereto and, upon the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the incurrence of Incremental Term Loans will collectively comprise a single Tranche of pursuant to such Incremental Term B-3 Loans. The Loan Commitments, shall constitute Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans under such specified Tranche for all purposes under of the Credit AgreementAgreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each such Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive such fees, if any, as are specified in an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which fees upfront fee shall be due and payable to each such Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). set forth in such Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c4.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction execution of the conditions precedent set forth in Section 9 a counterpart of Annex I hereto (this Agreement by such dateIncremental Term Loan Lenders, the “Agreement Effective Date”)Administrative Agent and the Borrower, the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof and, to the extent due pursuant to the terms hereof, the payment of any fees required in connection herewith, each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans loans made pursuant theretothereto and (ii) all such Obligations (including any such loans) shall be entitled to the benefits of the Security Documents. By acknowledging this Agreement, each Credit Party hereby Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and any loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Subsidiaries Guaranty in accordance with the terms and provisions thereof and (ii) be entitled to the benefits of the Security Documents. The Obligations to be incurred pursuant to the Incremental Term Loan Commitments provided hereunder are permitted by, and constitute "Senior Indebtedness" (ior any similar term) under, the Guaranty 9.15% Senior Subordinated Note Documents, the 9-7/8% Senior Subordinated Note Documents, and attached hereto as Annex II are calculations showing that such Obligations are permitted by the terms of the aforementioned documentation. Attached hereto as Annex III is an opinion of _________, counsel to the Borrower, delivered as required pursuant to Section 1.14(b)(iv) of the Credit Agreement. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on __________ __, _____. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Party Documents pursuant to Section 13.12 of the Credit Agreement. Very truly yours, [NAMES OF LENDERS] By ------------------------- Name: Title: Agreed and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder.Accepted this ___ day of __________, ____: EXTENDED STAY AMERICA, INC. By: ----------------------------- Name: Title: THE INDUSTRIAL BANK OF JAPAN, LIMITED, as Administrative Agent By: ----------------------------- Name: Title: [OTHER LENDERS] Exhibit C Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT -------------------------------------------------------------------

thereof. Each of the Incremental Term Loan Lenders, the Borrower, Holdings, the MLP and the Administrative Agent Lender acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated Agreement, in the aggregate amount as the “Term B-3-C Loans” and set forth on Annex I hereto, shall constitute an increase Revolving Loan Commitments under the Credit Agreement for Revolving Loans increasing the amount of the Revolving Loan Commitments in the Term B-3 Loans outstanding effect immediately prior to the date hereof (effectiveness of this Agreement. Furthermore, each of the “Existing Term Loans”) and parties to this Agreement hereby agree to the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical conditions set forth on Annex I hereto in respect of each Incremental Commitment provided pursuant to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit this Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) prescribed by the Internal Revenue Service of the Credit Agreement United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon This Agreement, and the satisfaction of Incremental Commitments provided hereunder, shall become effective on the conditions precedent set forth in Section 9 of Annex I hereto date (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement ) upon which (i) shall be obligated to make all of the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, conditions set forth in the Credit Agreement paragraph 2 of Annex I hereto are satisfied and (ii) the execution and delivery to the Administrative Agent of a counterpart of this Agreement by the Administrative Agent, each Incremental Lender, the Borrower and each Guarantor. Upon such Agreement Effective Date, (x) the Administrative Agent shall provide prompt written notice of the occurrence of the Agreement Effective Date to the Borrower and the Lenders (which shall, as to the occurrence of the Agreement Effective Date, be conclusive and binding on all parties) and (y) each Incremental Lender party hereto shall become a Lender pursuant to the Credit Agreement and, to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower hereby acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby hereby, including, without limitation, any Term Loans made pursuant theretothereto and (ii) all such Obligations shall be secured by the Collateral under, and be entitled to the benefits of, the Security Documents. By acknowledging this Agreement, each Credit Party hereby Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments Commitment(s) provided hereby and any Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the respective Guaranty in accordance with the terms and provisions thereof and (ii) be secured by the Collateral under and be entitled to the benefits of the Security Documents. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on September 18, 2007. If you do not so accept this Agreement by such time, your Incremental Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (iincluding by way of counterparts and by fax) by the Guaranty parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of such Credit Party Documents pursuant to Section 13.12 of the Credit Agreement. This Agreement shall be deemed a Credit Document as defined in, and pursuant to, the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall constitute guaranteed Obligations control. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually and as Administrative Agent By: /s/ Mxxx Xxx Xxxxx Title: Director By: /s/ Sxxxx XxXxxxx Title: Director SIGNATURE PAGE TO THE INCREMENTAL COMMITMENT AGREEMENT DATED AS OF SEPTEMBER 18, 2007, AMONG AMERISTAR CASINOS, INC., THE LENDERS PARTY HERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT NAME OF INSTITUTION: DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ MxxxXxx Xxxxx Title: Managing Director By: /s/ J.X. Xxx Title: Managing Director NAME OF INSTITUTION: WACHOVIA BANK, National Association By: /s/ G. Lxx Xxxxxx, Xx. Title: Vice President NAME OF INSTITUTION: US BANK NATIONAL ASSOCIATION By: /s/ Jxxxxxxx Xxxx Title: Vice President NAME OF INSTITUTION: BANK OF SCOTLAND PLC, New York Branch By: /s/ Jxxxxx Xxxxxx Title: First Vice President NAME OF INSTITUTION: FIRST BANK By: /s/ Exxxxx X. Xxxxxx Title: Assistant Vice President NAME OF INSTITUTION: NATIXIS (iiformerly known as NATEXIS BANQUES POPULAIRES) By: /s/ Pxxxxx Xxxxxxx Title: Director By: /s/ Mxxx X. Xxxxxxxxxx Title: Senior Managing Director NAME OF INSTITUTION: BNP PARIBAS By: /s/ Jxxxxx S. X. Xx Title: Managing Director By: /s/ Cxxxxxx X. Xxx Title: Vice President NAME OF INSTITUTION: RXXXXXX JXXXX BANK, FSB By: /s/ Axxxxx X. Xxxx Title: Vice President NAME OF INSTITUTION: SOVEREIGN BANK By: /s/ Cxxxx X. Xxxxxxxxxx Title: Senior Vice President NAME OF INSTITUTION: COMMERZBANK AG, New York and Grand Cayman Branches By: /s/ Christian Jagenberg Title: SVP and Manager By: /s/ Wxxxxx Xxxxxxxxxxx Title: SVP NAME OF INSTITUTION: WXXXX FARGO BANK, N.A. By: /s/ Jxxxx Xxxx Title: Vice President NAME OF INSTITUTION: BANK OF AMERICA, N.A. By: /s/ Bxxxx X. Xxxxx Title: Senior Vice President NAME OF INSTITUTION: CAPITAL ONE, N.A. By: /s/ Jxxxxxxx Xxxxxxx Title: Vice President Agreed and Accepted this 18th day of September, 2007: AMERISTAR CASINOS, INC. By: /s/ Pxxxx X. Xxxxx Title: Senior Vice President and General Counsel Each Guarantor acknowledges and agrees to the foregoing provisions of this Incremental Commitment Agreement, specifically including the acknowledgments and agreements made by it pursuant to the eighth paragraph of the Agreement. AMERISTAR CASINO VICKSBURG, INC., AMERISTAR CASINO COUNCIL BLUFFS, INC., CACTUS PETE’S, INC., A.C. FOOD SERVICES, INC., AMERISTAR CASINO ST. LOUIS, INC., AMERISTAR CASINO KANSAS CITY, INC., AMERISTAR CASINO ST. CXXXXXX, INC., AMERISTAR CASINO LAS VEGAS, INC. AMERISTAR CASINO BLACK HAWK, INC. RICHMOND STREET DEVELOPMENT, INC., AMERISTAR EAST CHICAGO HOLDINGS, LLC each Security Document and shall constitute Obligations thereunder.as a Guarantor By: /s/ Pxxxx X. Xxxxx Title: Vice President ANNEX I TO INCREMENTAL COMMITMENT AGREEMENT DATED SEPTEMBER 18, 2007

thereof. Each of the Incremental Term Loan LendersLender, the Borrower, Holdings, the MLP Borrower and the Administrative Agent acknowledges acknowledge and agrees agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as constitute Incremental Term Loan Commitments of the “Term B-3-C Loans” and shall constitute an increase respective Tranche specified in Annex I attached hereto and, upon the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the incurrence of Incremental Term Loans will collectively comprise a single Tranche of pursuant to such Incremental Term B-3 Loans. The Loan Commitments, shall constitute Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans under such specified Tranche for all purposes under of the Credit AgreementAgreement and the other applicable Credit Documents. Each Incremental Term Loan Lender Lender, the Borrower and the Borrower Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive from the Borrower such upfront fees, unutilized commitment fees and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting with the Borrower and the Incremental Term Loan Lenders, all of which fees shall be earned, due and payable to such Incremental Term Loan Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below)Commitment provided pursuant to this Agreement. Each Incremental Term Loan Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Credit Documents, (iii) appoints and irrevocably authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement, the Credit Agreement and the other Credit Documents and any other instruments and agreements referred to therein and to exercise such powers and to perform such duties thereunder as are specifically delegated to or required of the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with thereof and such other powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United StatesIncremental Term Loan Lender, attaches the applicable forms described and/or certificates referred to in Section 5.04(c5.04(b) of the Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding or backup withholding taxes (as applicable) with respect to all payments to be made to it under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Term Loan Lender, the Administrative Agent, the Borrower and each Subsidiary Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other form of electronic transmission permitted under the Credit Agreement) hereof, (iii) the payment of any fees then earned, due and payable in connection herewith and (iv) the satisfaction (or waiver in writing) of the any other conditions precedent set forth in Section 9 8 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (ia) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, and (b) shall have the rights and obligations of a Lender thereunder under the Credit Agreement and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, Borrower and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower each Subsidiary Guarantor acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby hereby, including, without limitation, any all Incremental Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that and (ii) all such Obligations with respect to (including all such Incremental Term Loan Commitments Loans) shall constitute (and be included in the definition of) “Secured Obligations” and be entitled to the benefits of the respective Security Documents and the Guaranty as, and to the extent, provided in the Credit Agreement and in such other Credit Documents. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (iii) of the definition of “Incremental Commitment Requirements” contained in the Credit Agreement certifying as to compliance with clauses (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) of such definition. [Attached hereto as Annex III [is an opinion] [are opinions] of [insert name or names of counsel, including in-house counsel, who will be delivering opinions], counsel to the respective Credit Parties required to be delivered pursuant to clause (v) of the definition of “Incremental Commitment Requirements” contained in the Credit Agreement.]7 7 To the extent reasonably requested by the Administrative Agent. [Attached hereto as Annex IV are true and correct copies of the applicable officers’ certificates, board of directors (or other governing body) resolutions and good standing certificates of the Credit Parties required to be delivered pursuant to clause (vi) of the definition of “Incremental Commitment Requirements” appearing in the Credit Agreement.]8 You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , 20 . If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. 8 To the extent reasonably requested by the Administrative Agent. Very truly yours, [NAME OF EACH INCREMENTAL TERM LOAN LENDER] By: Name: Title: Agreed and Accepted this day of , : ARC DOCUMENT SOLUTIONS, INC. By: Name: Title: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: By: Name: Title: Each Subsidiary Guarantor acknowledges and agrees to each Security Document of the foregoing provisions of this Incremental Term Loan Commitment Agreement and shall constitute Obligations thereunder.to the incurrence of the Incremental Term Loans to be made pursuant thereto. [INSERT SIGNATURE BLOCK FOR SUBSIDIARY GUARANTORS] Dated as of ,

thereof. Each of the Incremental Term Loan LendersLender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrower, Holdings, the MLP Borrower and the Administrative Agent acknowledges acknowledge and agrees agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as constitute Incremental Term Loan Commitments of the “Term B-3-C Loans” and shall constitute an increase respective Tranche specified in Annex I attached hereto and, upon the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the incurrence of Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The pursuant to this Agreement, shall constitute Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans under such specified Tranche for all purposes under of the Term Loan Credit AgreementAgreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). ) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Term Loan Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Term Loan Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Term Loan Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Term Loan Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Term Loan Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c4.04(c) of the Term Loan Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Term Loan Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrower, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the any conditions precedent set forth in Section 9 10 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Term Loan Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loans Loan Commitments provided pursuant to this Agreement shall expire on the Agreement Effective Datedate specified in Annex I attached hereto. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that thereto and (ii) all such Obligations with respect to Incremental (including any such Term Loan Commitments Loans) shall be entitled to the benefits of the Security Documents. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on __________ __, _____. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (iincluding by way of counterparts and by facsimile) by the Guaranty of such Credit Party and parties hereto, this Agreement shall constitute guaranteed Obligations and (ii) each Security a Credit Document and shall constitute Obligations thereunder.may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 12.11 of the Term Loan Credit Agreement. Very truly yours, [NAMES OF LENDERS] By: Name: Title: [OTHER INCREMENTAL TERM LOAN LENDERS] Agreed and Accepted this ___ day of __________, ____: XXXXX PERFORMANCE SPORTS LTD. By: Name: Title: BANK OF AMERICA N.A., as Administrative Agent By: Name: Title:

thereof. Each of the Incremental Term Loan LendersLender, the Borrower, Holdings, the MLP Borrower and the Administrative Agent acknowledges acknowledge and agrees agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated constitute Incremental Commitments and, upon the Agreement Effective Date (as hereinafter defined), the “Term B-3-C Loans” and Incremental Commitment of each Incremental Lender shall constitute an increase become, or in the Term B-3 Loans outstanding prior case of an existing Lender, shall be added to (and thereafter become a part of), the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Commitment of such Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit AgreementLender. Each Incremental Term Loan Lender Lender, the Borrower and the Borrower Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive from the Borrower such upfront fees, and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting with the Borrower and the Administrative Agent, all of which fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below)Commitment provided pursuant to this Agreement. Each Incremental Term Loan Lender party to this Agreement, to the extent not already a party to the Term Loan Agreement as a Lender thereunder, (i) confirms that it is an Eligible Assignee, (ii) confirms that it has received a copy of the Credit Term Loan Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Term Loan Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Term Loan Agreement and the other Credit AgreementDocuments, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Term Loan Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Term Loan Agreement and the other Credit Agreement Documents are required to be performed by it as a Lender, and (vvi) in the case of each lending institution Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Certificate Re: Non-Bank Status referred to in Section 5.04(c2.19(d)(ii) of the Credit Agreement Term Loan Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Credit Term Loan Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Lender, the Administrative Agent, the Borrower and each Guarantor Subsidiary, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of the any other conditions precedent set forth in Section 9 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Term Loan Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any all Incremental Term Loans made pursuant thereto. By acknowledging this , and (ii) all such Obligations (including all such Incremental Term Loans) shall be entitled to the benefits of the Pledge and Security Agreement, each Credit Party hereby the other Collateral Documents and the Guaranty. Each Guarantor Subsidiary acknowledges and agrees that all Obligations with respect to the Incremental Commitments provided hereby and all Incremental Term Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided therein and in the Term Loan Commitments shall Agreement and (ii) be entitled to the benefits of the Credit Documents as, and to the extent, provided therein and in the Term Loan Agreement. Attached hereto as Annex II is the officer’s certificate certifying the conditions set forth in Section 2.23(a) of the Term Loan Agreement have been satisfied (itogether with calculations demonstrating same (where applicable) in reasonable detail). [Attached hereto as Annex III [is an opinion] [are opinions] of [insert name or names of counsel, including in-house counsel, who will be delivering opinions], counsel to the Guaranty respective Credit Parties, delivered pursuant to Section 2.3(a) of the Term Loan Agreement.] [Attached hereto as Annex IV are true and correct copies of officers’ certificates, board of director resolutions and good standing certificates of the Credit Parties required, and as requested by the Administrative Agent, to be delivered pursuant to Section 2.3(a) of the Term Loan Agreement.] You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Incremental Commitments set forth in this Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Party Documents pursuant to Section 10.5 of the Term Loan Agreement. In the event of any conflict between the terms of this Agreement and those of the Term Loan Agreement, the terms of the Term Loan Agreement shall constitute guaranteed Obligations control. Very truly yours, [NAME OF EACH INCREMENTAL LENDER] By: Name: Title: Agreed and (ii) Accepted this day of , 201 : REV GROUP, INC., as Borrower By: Name: Title: ALLY BANK, as Administrative Agent By: Name: Title: By: Name: Title: Signature Page to Incremental Commitment Agreement [NAME OF EACH ISSUING BANK], as [an] [the] Issuing Bank By: Name: Title: ALLY BANK, as Swing Line Lender By: Name: Title: Signature Page to Incremental Commitment Agreement Each Guarantor Subsidiary acknowledges and agrees to each Security Document the foregoing provisions of this Incremental Commitment Agreement and shall constitute Obligations thereunder.to the incurrence of the Incremental Term Loans to be made pursuant thereto. [EACH GUARANTOR SUBSIDIARY], as a Guarantor Subsidiary By: Name: Title: Signature Page to Incremental Commitment Agreement

thereof. Each “Borrower undertakes to create in favor of Bank, prior to and as a condition precedent to requesting and receiving any Term Loan Advance, a first priority security interest and a first ranking fixed pledge and charge over the Collateral, which shall be such shares of stock in Given owned by Borrower as have an aggregate value (as reasonably determined by Bank) at least equal to three hundred twenty-five percent (325.0%) of the Incremental amount (as reasonably determined by Bank) of all outstanding Obligations (plus the amount of the Term Loan LendersAdvance requested), the Borrower, Holdings, the MLP and the Administrative Agent acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as the “Term B-3-C Loans” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents shares of stock in Given owned by Borrower and information as it has deemed appropriate other assets over which Borrower grants a first priority security interest and a first ranking fixed pledge and charge to make its own credit analysis Bank (if and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction of the conditions precedent set forth in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this AgreementAgreement and/or the Debenture), all in accordance with the Debenture Fixed Charge Agreement attached hereto as Exhibit C (as amended, modified or restated from time to time, the “Debenture”). In addition, prior to and as a condition precedent to requesting and receiving any Term Loan Advance, Borrower shall have (a) execute and deliver to Bank such additional debentures, or amendments to the rights Debenture, as requested by Bank, to give Bank a first priority security interest and obligations of a Lender thereunder first ranking fixed pledge and under charge over the other Credit Documents. The Incremental Term Loans Collateral (each such new and/or amended debenture shall be made available included in a single drawing on the Agreement Effective Datedefinition of the term “Debenture” herein), and (b) deliver to Bank (at Bank’s Israeli office) the Incremental certificates evidencing the shares of stock in Given owned by Borrower that constitute, or will constitute, Collateral.” and inserting in lieu thereof the following: “Borrower undertakes to create in favor of Bank, prior to and as a condition precedent to requesting and receiving any Term Loan Commitments Advance or 2013 Term Loan Advance, a first priority security interest and a first ranking fixed pledge and charge over the Collateral, which shall be such shares of stock in Given owned by Borrower as have an aggregate value (as reasonably determined by Bank) at least equal to three hundred twenty-five percent (325.0%) of the amount (as reasonably determined by Bank) of all outstanding Obligations (plus the amount of the Term Loan Advance or 2013 Term Loan Advance, as applicable, requested), and such other shares of stock in Given owned by Borrower and other assets over which Borrower grants a first priority security interest and a first ranking fixed pledge and charge to Bank (if and to the extent provided pursuant to in this Agreement and/or the Debenture), all in accordance with the Debenture Fixed Charge Agreement attached hereto as Exhibit C (as amended by a certain Amendment to the Debenture Fixed Charge Agreement dated as of April 25, 2013, and as further amended, modified or restated from time to time, the “Debenture”). In addition, prior to and as a condition precedent to requesting and receiving any Term Loan Advance or 2013 Term Loan Advance, Borrower shall expire upon (a) execute and deliver to Bank such additional debentures, or amendments to the borrowing Debenture, as requested by Bank, to give Bank a first priority security interest and a first ranking fixed pledge and charge over the Collateral (each such new and/or amended debenture shall be included in the definition of the Incremental Term Loans on term “Debenture” herein), and provide Bank with evidence satisfactory to Bank that all filings in connection therewith have been made with the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby Registrar (including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations duly executed and stamped forms with a “received stamp” by the Registrar with respect thereto), and (b) deliver to Incremental Term Bank (at Bank’s Israeli office) the certificates evidencing the shares of stock in Given owned by Borrower that constitute, or will constitute, Collateral.” 9 The Loan Commitments Agreement shall be entitled to amended by deleting the benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder.following, appearing as Section 8.1 thereof:

thereof. Each of All “Loans” made and “Obligations” incurred under the Incremental Term Loan Lenders, Existing Credit Agreement which are outstanding on the Borrower, Holdings, the MLP Restatement Effective Date shall continue as Loans and the Administrative Agent acknowledges Obligations under (and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as governed by the “Term B-3-C Loans” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”terms of) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, together with copies of the financial statements referred (b) all obligations constituting “Obligations” owed to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a any Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Affiliate of any Lender and based which are outstanding on such documents and information the Restatement Effective Date shall continue as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action Obligations under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit this Agreement and the other Credit Documents as are delegated to Loan Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s Revolving Credit Exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Revolving Credit Exposures on the Restatement Effective Date and (e) the Borrowers hereby agree to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loans (including the “Eurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction of the conditions precedent manner set forth in Section 9 of Annex I hereto 2.16 hereof (such date, the “Agreement Effective Date”), each Incremental Term Loan unless waived by any Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the with Revolving Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and Exposure under the other Existing Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder).

thereof. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Credit Agreement. Each of the Incremental Term Loan LendersLender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrower, Holdings, the MLP Borrower and the Administrative Agent acknowledges acknowledge and agrees agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as constitute Incremental Term Loan Commitments of the “Term B-3-C Loans” and shall constitute an increase respective Tranche specified in Annex I attached hereto and, upon the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the incurrence of Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The pursuant to this Agreement, shall constitute Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans under such specified Tranche for all purposes under of the Credit AgreementAgreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified [in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below)) or as otherwise specified in said Annex I]. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrower, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 9 11 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loans Loan Commitments provided pursuant to this Agreement shall expire on the Agreement Effective Datedate specified in Annex I attached hereto. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder.. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. * * * THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, [NAMES OF LENDERS] By: Name: Title: Agreed and Accepted this day of , : OCI BEAUMONT LLC By: Name: Title: Acknowledged and agreed this day of , : [GUARANTORS] By: Name: Title: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: ANNEX I TO EXHIBIT I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT

thereof. Each of the Incremental Term Loan LendersLender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrower, Holdings, the MLP Borrower and the Administrative Agent acknowledges acknowledge and agrees agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as constitute Incremental Term Loan Commitments of the “Term B-3-C Loans” and shall constitute an increase respective Tranche specified in Annex I attached hereto and, upon the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the incurrence of Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The pursuant to this Agreement, shall constitute Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans under such specified Tranche for all purposes under of the Credit AgreementAgreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). ) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrower, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the any conditions precedent set forth in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loans Loan Commitments provided pursuant to this Agreement shall expire on the Agreement Effective Datedate specified in Annex I attached hereto. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that thereto and (ii) all such Obligations with respect to Incremental (including any such Term Loan Commitments Loans) shall be entitled to the benefits of the Security Documents. The Borrower may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on , . If the Borrower does not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall expire and have no further force and effect (ifor the avoidance of doubt, without affect or reducing, or constituting a usage of, amounts available under Section 2.15(a)(v) of the Guaranty credit agreement). After the execution and delivery to the Administrative Agent of such Credit Party a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute guaranteed Obligations and (ii) each Security a Credit Document and shall constitute Obligations thereunder.may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. Very truly yours, [NAMES OF LENDERS] By: Name: Title: [OTHER INCREMENTAL TERM LOAN LENDERS] Agreed and Accepted this day of , : XXXXXX XX ACQUISITION CORPORATION By: Name: Title: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title:

thereof. Each of On the Incremental Term Loan LendersAmendment Effective Date, (i) each Purchasing Lender shall pay the amount to be paid by it pursuant to paragraph (a) above by wire transfer to such account in New York City as the Agent may designate in Federal funds not later than 12:00 (noon), New York City time, and (ii) the Agent shall pay each Assigning Lender, solely from the amounts received by it pursuant to clause (i) above or the next sentence, the Borrower, Holdings, the MLP and the Administrative Agent acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant amounts to this Agreement shall be designated as the “Term B-3-C Loans” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided received by each Incremental Term Loan such Assigning Lender pursuant to this Agreementparagraph (a) above by wire transfer of Federal funds not later than 3:00 p.m., each Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, New York City time to the extent applicable, to become a account of such Assigning Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon designated on the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated Questionnaire submitted to the Administrative Agent by the terms thereofsuch Assigning Lender or, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized any Departing Lender, to the account of such Assigning Lender designated in writing to the Agent. The Borrowers agree that if any Lender shall default in the payment of any amount due from it under this Section 2, the laws Borrowers shall promptly pay the defaulted amount to the Agent by wire transfer of a jurisdiction outside immediately available funds, together with interest on such amount at the United States, attaches Alternate Base Rate from the applicable forms described in Section 5.04(c) Amendment Effective Date to the date of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documentspayment. Upon any such payment by the satisfaction of the conditions precedent set forth in Section 9 of Annex I hereto (such dateBorrowers, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) the Borrowers shall be obligated subrogated to make all rights of the Incremental Term Loans provided assigning Lender against the defaulting Lender and (ii) the Borrowers shall have the right, at the defaulting Lender's expense, upon notice to be made by it as provided the defaulting Lender and to the Agent, to require such defaulting Lender to transfer and assign without recourse (in this Agreement on the terms, accordance with and subject to the terms and conditionsrestrictions contained in Section 10.04 of the Amended Credit Agreement) all its interests, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Amended Credit Documents. The Incremental Term Loans Agreement to another financial institution which shall be made available in a single drawing on the Agreement Effective Dateassume such interests, rights and the Incremental Term Loan Commitments obligations; provided pursuant to this Agreement that (A) no such assignment shall expire upon the borrowing conflict with any law, rule or regulation or order of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder.Governmental Authority

thereof. Each of the Incremental Term Loan LendersLender, the Borrower, Holdings, the MLP Company and the Administrative Agent acknowledges acknowledge and agrees agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as the “Term B-3-C Loans” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit AgreementCommitments. Each Incremental Term Loan Lender Lender, the Company and the Borrower Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive from the Company such upfront fees, unutilized commitment fees and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting by the Company and such Incremental Term Lender, all of which fees shall be due and payable to such Incremental Term Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below)Commitment provided pursuant to this Agreement. Each Incremental Term Loan Lender party to this Agreement, to the extent not already a party to the Term Loan Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Transferee, (ii) confirms that it has received a copy of the Term Loan Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Term Loan Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Term Loan Credit AgreementAgreement and the other Credit Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Term Loan Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Term Loan Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (v) in the case of each lending institution Incremental Term Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Section 4.04(b)(ii) Certificate referred to in Section 5.04(c4.04(b) of the Term Loan Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Company under the Term Loan Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Term Lender, the Administrative Agent, the Company and each Subsidiary Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of the any other conditions precedent set forth in Section 9 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Term Loan Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower Company acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term all Incremental Loans made pursuant thereto, and (ii) all such Obligations (including all such Incremental Loans) shall be entitled to the benefits of the Security Documents. By acknowledging this Agreement, each Credit Party hereby Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Commitments provided hereby and all Incremental Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guarantee as, and to the extent, provided therein and in the Term Loan Commitments shall Credit Agreement and (ii) be entitled to the benefits of the Credit Documents as, and to the extent, provided therein and in the Term Loan Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ic) of the Guaranty definition of “Incremental Commitment Requirements” appearing in Section 1 of the Term Loan Credit Agreement certifying that the condition set forth in clause (a) of the definition of “Incremental Commitment Requirements” appearing in Section 1 of the Term Loan Credit Agreement has been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). Attached hereto as Annex III [is an opinion] [are opinions] of [insert name or names of counsel, including in-house counsel, who will be delivering opinions], counsel to the respective Credit Parties, delivered as required pursuant to clause (d) of the definition of “Incremental Commitment Requirements” appearing in Section 1 of the Term Loan Credit Agreement. Attached hereto as Annex IV are true and correct copies of officers’ certificates, board of director resolutions and good standing certificates of the Credit Parties required to be delivered pursuant to clause (e) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Term Loan Credit Agreement. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Incremental Term Commitments set forth in this Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Party Documents pursuant to Section 11.12 of the Term Loan Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Term Loan Credit Agreement, the terms of the Term Loan Credit Agreement shall constitute guaranteed Obligations control. Very truly yours, [NAME OF EACH INCREMENTAL TERM LENDER] By: Name: Title: Agreed and (ii) Accepted this day of , : OMNOVA SOLUTIONS INC. By: Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: Name: Title: By: Name: Title: Each Subsidiary Guarantor acknowledges and agrees to each Security Document the foregoing provisions of this Incremental Term Commitment Agreement and shall constitute Obligations thereunder.to the incurrence of the Incremental Loans to be made pursuant thereto. [EACH SUBSIDIARY GUARANTOR], as a Guarantor By: Name: Title: Dated as of ,

thereof. Each of the The Incremental Term Loan LendersLender, the Borrower, Holdings, the MLP Borrower and the Administrative Agent each acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as the constitute a “Term B-3-C LoansLoan” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under of the Credit Agreement. Each Incremental Term Loan Lender Agreement and the Borrower further agree thatother applicable Loan Documents. Furthermore, with respect each of the parties to this Agreement hereby agrees that (i) the Incremental Term Loan Commitments provided by each shall be subject to the terms set forth on Annex I hereto, (ii) except as otherwise expressly set forth herein, the Incremental Term Loan Lender pursuant to this Agreement, each shall be on the same terms and conditions as the Term Loan A-3 under the Credit Agreement and (iii) the Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental constitute a “Term Loan A-3” for all purposes of the Credit Agreement and the other applicable Loan Documents. The Incremental Lender upon the Agreement Effective Date (as defined below). Each Incremental Term Loan Lender party to this Agreement hereby (i) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iii) appoints and irrevocably authorizes the Administrative Agent to take such action as agent on its behalf under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein and to exercise such powers under the Credit Agreement and the other Credit Documents to perform such duties as are specifically delegated to or required of the Administrative Agent by the terms thereof, together with thereof and such other powers as are reasonably incidental thereto, thereto and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender. In order to effect the Incremental Term Loan as contemplated hereby, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in party hereto acting pursuant to Section 5.04(c2.24(d) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under hereby agrees that the Credit Agreement is hereby amended by amending and the other Credit Documents. Upon the satisfaction of the conditions precedent set forth restating Section 2.9(g) in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing its entirety to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it read as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder.follows:

thereof. Each of the Incremental Term Loan LendersLender, the Borrower, Holdings, the MLP Borrower and the Administrative Agent acknowledges acknowledge and agrees agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated constitute Incremental Commitments and, upon the Agreement Effective Date (as hereinafter defined), the “Term B-3-C Loans” and Incremental Commitment of each Incremental Lender shall constitute an increase become, or in the Term B-3 Loans outstanding prior case of an existing Lender, shall be added to (and thereafter become a part of), the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Commitment of such Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit AgreementLender. Each Incremental Term Loan Lender Lender, the Borrower and the Borrower Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive from the Borrower such upfront fees, and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting with the Borrower and the Administrative Agent, all of which fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below)Commitment provided pursuant to this Agreement. Each Incremental Term Loan Lender party to this Agreement, to the extent not already a party to the Revolving Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Assignee, (ii) confirms that it has received a copy of the Revolving Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Revolving Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Revolving Credit AgreementAgreement and the other Credit Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Revolving Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Revolving Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (vvi) in the case of each lending institution Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Certificate Re: Non-Bank Status referred to in Section 5.04(c2.19(d)(ii) of the Revolving Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Revolving Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Lender, the Administrative Agent, each Issuing Bank, the Swing Line Lender, the Borrower and each Guarantor Subsidiary, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of the any other conditions precedent set forth in Section 9 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Revolving Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Revolving Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term all Revolving Loans made pursuant thereto. By acknowledging this , and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Pledge and Security Agreement, each Credit Party hereby the other Collateral Documents and the Guaranty. Each Guarantor Subsidiary acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided therein and in the Revolving Credit Agreement and (ii) be entitled to the benefits of the Credit Documents as, and to the extent, provided therein and in the Revolving Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ii) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement certifying that the conditions set forth in clause (i) of the Guaranty definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). [Attached hereto as Annex III [is an opinion] [are opinions] of [insert name or names of counsel, including in-house counsel, who will be delivering opinions], counsel to the respective Credit Parties, delivered pursuant to clause (iv) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement.] [Attached hereto as Annex IV are true and correct copies of officers’ certificates, board of director resolutions and good standing certificates of the Credit Parties required, and as requested by the Administrative Agent, to be delivered pursuant to clause (v) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement.] You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Incremental Commitments set forth in this Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Party Documents pursuant to Section 10.5 of the Revolving Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Revolving Credit Agreement, the terms of the Revolving Credit Agreement shall constitute guaranteed Obligations control. Very truly yours, [NAME OF EACH INCREMENTAL LENDER] By: Name: Title: Agreed and (ii) Accepted this day of , 201 : REV GROUP, INC., as Borrower By: Name: Title: ALLY BANK, as Administrative Agent By: Name: Title: By: Name: Title: Signature Page to Incremental Commitment Agreement [NAME OF EACH ISSUING BANK], as [an] [the] Issuing Bank By: Name: Title: ALLY BANK, as Swing Line Lender By: Name: Title: Signature Page to Incremental Commitment Agreement Each Guarantor Subsidiary acknowledges and agrees to each Security Document the foregoing provisions of this Incremental Commitment Agreement and shall constitute Obligations thereunder.to the incurrence of the Revolving Loans to be made pursuant thereto. [EACH GUARANTOR SUBSIDIARY], as a Guarantor Subsidiary By: Name: Title: Signature Page to Incremental Commitment Agreement Dated as of , 201

thereof. Each This Incremental Loan Assumption Agreement constitutes the Borrower’s written request to the Administrative Agent for Incremental Loan Commitments pursuant to Section 2.21(a) of the Credit Agreement (the “Incremental Loan Commitment Request”) and, in connection therewith, the Borrower hereby notifies the Administrative Agent that: (i) the amount of the Incremental Term Loan LendersCommitments being requested is $20,000,000, (ii) the Borrowerdate on which such Incremental Loan Commitments are requested to be effective is July 23, Holdings2010, the MLP and the Administrative Agent (iii) such Incremental Loan Commitments are commitments to make Other Loans. Each Incremental Lender acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as Incremental Loan Assumption Agreement, in the “Term B-3-C Loans” and aggregate amount set forth on Annex I hereto, shall constitute an increase Commitments under the Credit Agreement for Other Loans increasing the amount of the Commitments in the Term B-3 Loans outstanding effect immediately prior to the date hereof (effectiveness of this Incremental Loan Assumption Agreement. Each of the “Existing Term Loans”) parties to this Incremental Loan Assumption Agreement hereby agrees to the terms and conditions set forth in the second preceding paragraph and on Annex I hereto in respect of each Incremental Loan Commitment and the Existing Term Other Loans and the provided pursuant to this Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Loan Assumption Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). Each Incremental Term Loan Lender party to this Incremental Loan Assumption Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Incremental Loan Assumption Agreement and, to the extent applicable, and to become a an Incremental Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent Agent, the Collateral Agent, any Lender or any other Lender Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iii) appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform perform, in accordance with their terms terms, all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of Incremental Lender (if any) that is a jurisdiction outside the United StatesForeign Lender, attaches the applicable forms described in documentation required under Section 5.04(c2.15(e) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement Agreement. This Incremental Loan Assumption Agreement, and the other Credit Documents. Upon Incremental Loan Commitments provided hereunder, shall become effective on the satisfaction date (the “Incremental Loan Closing Date”) upon which all of the conditions precedent set forth in Section 9 3 of Annex I hereto (such date, are satisfied. Upon the “Agreement Effective Incremental Loan Closing Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment shall automatically become a Lender pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent and, except as otherwise expressly provided in this AgreementSection 2 of Annex I hereto, shall have the rights and obligations of a Lender thereunder and under the other Credit Loan Documents. The Incremental Term Loans Administrative Agent shall be made available in a single drawing on promptly notify each Lender of the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing occurrence of the Incremental Term Loans on the Agreement Effective Loan Closing Date. The Borrower hereby acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby includingpursuant to this Incremental Loan Assumption Agreement, without limitation, including any Term Other Loans made pursuant theretoto the Incremental Loan Commitments and (ii) all such Obligations shall be secured by the Collateral under, and be entitled to the benefits of, the Security Documents. By acknowledging Each Guarantor hereby acknowledges and agrees that (i) its consent to this Incremental Loan Assumption Agreement is not required, but each Guarantor nevertheless hereby agrees and consents to this Incremental Loan Assumption Agreement and to the documents and agreements referred to herein, (ii) notwithstanding the effectiveness of this Incremental Loan Assumption Agreement, each Credit Party such Guarantor’s Guarantee shall remain in full force and effect without modification thereto, (iii) nothing herein shall in any way limit any of the terms or provisions of any Guarantor’s Guarantee or any other Loan Document executed by any Guarantor (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time), all of which are hereby agrees that ratified, confirmed and affirmed in all respects, (iv) all Obligations with respect to the Incremental Term Loan Commitments provided pursuant to this Incremental Loan Assumption Agreement and any Other Loans made pursuant to the Incremental Loan Commitments shall be (x) fully guaranteed pursuant to the Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and (y) secured by the Collateral under, and be entitled to the benefits of of, the Security Documents, (iv) no other agreement, instrument, consent or document shall be required to give effect to this paragraph, and (vi) the Guaranty Borrower, Holdings, the Agents and any Lender may from time to time enter into any further amendments, modifications, terminations and/or waivers of such any provisions of the Loan Documents without notice to or consent from any Guarantor (other than, to the extent expressly required under Section 9.08 of the Credit Party Agreement, Holdings) and without affecting the validity or enforceability of any Guarantor’s Guarantee or Collateral or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s Guarantee or Collateral. This Incremental Loan Assumption Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute guaranteed Obligations one and the same agreement. Delivery of an executed counterpart of a signature page to this Incremental Loan Assumption Agreement by telecopier or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Incremental Loan Assumption Agreement. After the execution and delivery to the Administrative Agent of a fully executed copy of this Incremental Loan Assumption Agreement by the parties hereto, this Incremental Loan Assumption Agreement may be changed, modified or varied only by written instrument in accordance with the requirements for the modification of any Loan Document pursuant to Section 9.08(b) of the Credit Agreement. Neither the Borrower nor Holdings shall assign or delegate any of their respective rights or obligations under this Incremental Loan Assumption Agreement without the prior written consent of each of the other parties hereto (iiand any attempted assignment or delegation without such consent shall be null and void). This Incremental Loan Assumption Agreement is intended to be solely for the benefit of the parties hereto, and is not intended to confer any benefits upon, or create any rights in favor of, any Person other than the parties hereto. The Borrower may accept this Incremental Loan Assumption Agreement by executing and delivering and returning a copy of this Incremental Loan Assumption Agreement to the Administrative Agent before 8.00 p.m. (New York City time) each Security Document on July 22, 2010. If the Borrower does not so accept this Incremental Loan Assumption Agreement by such time, the Incremental Loan Commitments set forth in this Incremental Loan Assumption Agreement shall be deemed automatically cancelled. Very truly yours, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent By: /s/ Xxxxxxx Xxxxxxxxxxx Title: Vice President By: /s/ Xxxxx Xxxxxx Title: Associate SPECIAL SITUATIONS INVESTING GROUP, INC., vas Incremental Lender By: /s/ Xxxxxx X. Xxxxx III Authorized Signatory HPS SENIOR LOAN FUND II L.P., as Incremental Lender By: HIGHBRIDGE PRINICIPAL STRATEGIES, LLC, its Investment Manager By: /s/ Xxxxxxx Xxxxxxxxx Managing Director HIGHBRIDGE SENIOR LOAN HOLDINGS L.P., as Incremental Lender By: HIGHBRIDGE PRINCIPAL STRATEGIES, LLC, its Investment Manager By: /s/ Xxxxxxx Xxxxxxxxx Managing Director AGREED AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN RENTECH ENERGY MIDWEST CORPORATION, as Borrower By: /s/ Xxx X. Xxxxx Xxx X. Xxxxx Vice President and shall constitute Obligations thereunderTreasurer Each Guarantor acknowledges and agrees to the foregoing provisions of the Incremental Loan Assumption Agreement, specifically including the acknowledgments and agreements made by it pursuant to the ninth paragraph of the Incremental Loan Assumption Agreement. RENTECH, INC., as Holdings and as Guarantor RENTECH SILVAGAS LLC, as Guarantor RENTECH DEVELOPMENT CORPORATION, as Guarantor RENTECH SERVICES CORPORATION, as Guarantor SILVAGAS CORPORATION, as Guarantor RENTECH ENERGY TECHNOLOGY CENTER, LLC, as Guarantor By: /s/ Xxx X. Xxxxx Xxx X. Xxxxx Chief Financial Officer and Executive Vice President

thereof. Each of the Incremental Term Loan Lenders, the Borrower, Holdings, the MLP and the Administrative Agent acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as the “Term B-3-C Loans” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental Term Loan Lender Bank and the Borrower further acknowledge and agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each such Incremental Term Loan Lender Bank pursuant to this Agreement, each such Incremental Term Loan Lender Bank shall receive such fees, if any, as are specified in an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which fees upfront fee shall be due and payable to each such Incremental Term Loan Lender upon Bank on the Agreement Effective Date (as defined below)effective date of this Agreement. Each Incremental Term Loan Lender party Bank, to this Agreement the extent that it is not already a Bank under the Credit Agreement, (i) confirms that it is an Eligible Transferee, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender Bank under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a LenderBank, and (vvi) in the case of each lending institution such Incremental Term Loan Bank organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c4.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction of the conditions precedent set forth in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loans shall be fully secured pursuant to the Security Documents in accordance with the terms and provisions thereof. Each Guarantor acknowledges and agrees that all Obligations with respect to Incremental Term Loans shall be fully guaranteed pursuant to the relevant Guaranty in accordance with the terms and provisions thereof and shall be fully secured pursuant to the Security Documents in accordance with the terms and provision thereof. The effective date of this Agreement shall be the date on which the parties hereto have executed a counterpart of this Agreement and delivered same to the Administrative Agent at the Notice Office. Incremental Term Loans pursuant to the incremental Term Loan Commitments undertaken pursuant hereto shall be entitled incurred as and subject to the benefits conditions set forth in the definition of Incremental Term Loan Commitment Requirements and the additional conditions set forth in Section 1.15 of the Credit Agreement, including, without limitation, the conditions that (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations all fees required to be paid in connection herewith have been paid and (ii) the conditions precedent set forth in Annex II hereto have been satisfied. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.12 of the Credit Agreement. Very truly yours, [NAME OF BANK] By Name: Title: Agreed and Accepted this day of , : CONSOLIDATED CONTAINER COMPANY LLC By: Name: Title: [NAMES OF GUARANTORS]1 By: Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS as Administrative Agent By: Name: Title: By: Name: Title: 1 Insert signature blocks for each Security Document and shall constitute Obligations thereunderGuarantor.

thereof. Each of the Incremental Term Loan LendersLender, the BorrowerFunds Administrator, Holdings, the MLP each Co-Borrower and the Administrative Agent acknowledges acknowledge and agrees agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated constitute Incremental Commitments and, upon the Agreement Effective Date (as hereinafter defined), the “Term B-3-C Loans” and Incremental Commitment of each Incremental Lender shall constitute an increase become, or in the Term B-3 Loans outstanding prior case of an existing Lender, shall be added to (and thereafter become a part of), the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Commitment of such Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit AgreementLender. Each Incremental Term Loan Lender Lender, each Co-Borrower and the Borrower Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive from the Borrower an incremental lender fee equal to 0.25% of the aggregate principal amount of such feesIncremental Lender's Incremental Commitment, if any, as are specified in Annex I attached hereto, all of which fees fee shall be due and payable to such Incremental Lender on the Incremental Commitment Date. Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below)Commitment provided pursuant to this Agreement. Each Incremental Term Loan Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Assignee, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit DocumentsLoan Documents (including the Intercreditor Agreement), together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Security Agent to take such action actions as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent and the Security Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (vvi) in the case of each lending institution Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or certificate referred to in the first sentence of Section 5.04(c2.12(e) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit DocumentsAgreement. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Lender, the Administrative Agent and each Co-Borrower, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the delivery to the Administrative Agent of an opinion of Xxxxxx & Xxxxxxx LLP, counsel to the respective Loan Parties, and internal counsel of the Borrower, each as required pursuant to clause (iv) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement, (iv) the delivery to the Administrative Agent of officers’ certificates, board of director (or equivalent) resolutions and good standing certificates of the Loan Parties required to be delivered pursuant to clause (v) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement, (v) the delivery to the Administrative Agent of the officer’s certificate of the Borrower required to be delivered pursuant to clause (vii) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement, (vi) the payment of any fees then due and payable in connection herewith and (vii) the satisfaction of the any other conditions precedent set forth in Section 9 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (ix) shall be obligated to make the Incremental Term Loans Revolving Advances provided to be made by it as provided in this Agreement and participate in the Letters of Credit and Swingline Advances, in each case, on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and in this Agreement and (iiy) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit applicable Loan Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Each Co-Borrower acknowledges and agrees that (i) it shall be jointly and severally liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby as provided in the Credit Agreement including, without limitation, any Term Loans all Revolving Advances made pursuant thereto, and (ii) all such Obligations (including all such Revolving Advances) shall be entitled to the benefits of the respective Collateral Documents and guaranties in accordance with the requirements of the Credit Agreement. By acknowledging this Agreement, each Credit Party hereby Each Co-Borrower acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and all Revolving Advances made pursu­ant thereto shall (i) be fully guaranteed pursuant to the Guarantee and Collateral Agreement as, and to the extent, provided therein and in the Credit Agreement and (ii) be entitled to the benefits of the Loan Documents as, and to the extent, provided therein and in the Credit Agreement. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on February 7, 2012. If you do not so accept this Agreement by such time, our Incremental Commitments set forth in this Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (iincluding by way of counterparts and by facsimile or other electronic transmission) by the Guaranty parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of such Loan Documents pursuant to Section 11.01 of the Credit Party Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall constitute guaranteed Obligations control. Very truly yours DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Lender By / s / Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President By / s / Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director FLAGSTAR BANK, FSB, as Incremental Lender By /s/ Xxxxxxx X. Xxxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxxx, Xx. Title: Senior Vice President Agreed and (ii) Accepted this 7th day of February, 2012: ACCURIDE CORPORATION By: /s /Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director Each Co-Borrower acknowledges and agrees to each Security Document of the foregoing provisions of this Incremental Commitment Agreement and shall constitute Obligations thereunderto the incurrence of the Revolving Advances to be made pursuant thereto. ACCURIDE CUYAHOGA FALLS, INC. ACCURIDE DISTRIBUTING, LLC ACCURIDE EMI, LLC AOT INC. ERIE LAND HOLDING, INC. XXXXXXX HOLDINGS, INC. XXXXXXX SEATING, INC. XXXXXXX SPECIALTY SEATING, INC. BRILLION IRON WORKS, INC. GUNITE CORPORATION IMPERIAL GROUP HOLDING CORP. - 1 IMPERIAL GROUP HOLDING CORP. - 2 JAII MANAGEMENT COMPANY TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC. TRUCK COMPONENTS INC., each as a Co-Borrower By: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President ACCURIDE ERIE L.P., as a Co-Borrower By: AKW GENERAL PARTNER L.L.C., as General Partner By: ACCURIDE CORPORATION, as Sole Member By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President ACCURIDE XXXXXXXXX LIMITED LIABILITY COMPANY AKW GENERAL PARTNER L.L.C., each as a Co-Borrower By: ACCURIDE CORPORATION, as Sole Member By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President IMPERIAL GROUP, L.P., as a Co-Borrower By: IMPERIAL GROUP HOLDING CORP. –1, its General Partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President

thereof. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Credit Agreement. Each of the Incremental Term Loan LendersLender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrower, Holdings, the MLP Borrower and the Administrative Agent acknowledges acknowledge and agrees agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as constitute Incremental Term Loan Commitments of the “Term B-3-C Loans” and shall constitute an increase respective Tranche specified in Annex I attached hereto and, upon the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the incurrence of Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The pursuant to this Agreement, shall constitute Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans under such specified Tranche for all purposes under of the Credit AgreementAgreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified [in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below)) or as otherwise specified in said Annex I]. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrower, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 9 11 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loans Loan Commitments provided pursuant to this Agreement shall expire on the Agreement Effective Datedate specified in Annex I attached hereto. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder.. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. Very truly yours, [NAMES OF LENDERS] By: Name: Title: Agreed and Accepted this day of , : OCI BEAUMONT LLC By: Name: Title: Acknowledged and agreed this day of , : [GUARANTORS] By: Name: Title: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title:

thereof. Each of the Incremental Term Loan Lenders, the Borrower, Holdings, the MLP Lender and the Administrative Agent acknowledges Borrower acknowledge and agrees agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated constitute either Incremental A Term Loan Commitments or Incremental B Term Loan Commitments (as the “Term B-3-C Loans” specified in Annex I attached hereto) under, and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under as defined in, the Credit Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender it pursuant to this Agreement, each such Incremental Term Loan Lender shall receive such fees, if any, as are specified in an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which fees upfront fee shall be due and payable to each such Incremental Term Loan Lender upon on the date on which the Incremental Term Loans to be made pursuant to this Agreement Effective Date (as defined below)are made. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c4.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrower, the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof and the payment of any fees (including, without limitation, the upfront fees payable pursuant to the immediately preceding paragraph and the administrative fee payable to the Administrative Agent pursuant to Section 1.15(b)(ii) of the conditions precedent set forth Credit Agreement) required in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”)connection herewith, each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement, and, to the extent applicable, shall become a Lender pursuant to the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to effective date of this Agreement shall expire upon be the borrowing date on which the Permitted Acquisition to be financed with the proceeds of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that it to be made hereunder is consummated, which date shall be liable for all Obligations with respect no later than _____ [insert a date on or prior to the 10th Business Day after the date hereof]. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on __________ __, _____. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging set forth in this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments Agreement shall be entitled deemed cancelled. After the execution and delivery to the benefits Administrative Agent of a fully executed copy of this Agreement (iincluding by way of counterparts and by fax) by the Guaranty parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of such Credit Party Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, [NAME OF LENDER] By ----------------------------- Name: Title: Agreed and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder.Accepted this ___ day of __________, ____: DAYTON SUPERIOR CORPORATION By: ------------------------------ Name: Title:

thereof. Each of Incremental Lender acknowledges and agrees that the Incremental Term Loan LendersCommitments provided under this Agreement, in the aggregate amount set forth on Annex I, constitute Commitments under, and as defined in, the Borrower, HoldingsCredit Agreement. Each Incremental Lender agreeing to provide an Incremental Commitment pursuant to this Agreement, the MLP Borrower and the Administrative Agent acknowledges and agrees that that, upon the incurrence of Loans pursuant to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as the “Term B-3-C Loans” and Agreement, such Loans shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under of the Credit Agreement. Each Incremental Term Loan Lender Agreement and the other Loan Documents. The Borrower further agree that, with respect shall pay to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such feesthe upfront fee, if any, as are specified in Annex I attached heretohas been separately agreed, which fees shall upfront fee will be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below)has been separately agreed. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein in the Credit Agreement and any such other documents and information as that it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem deems appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such any action as agent on its behalf and to exercise such any powers under the Credit Agreement and the other Credit Loan Documents as that are delegated to the Administrative Agent by the terms thereofof the Loan Documents, together with such all powers as that are reasonably incidental thereto, (iv) agrees that it will shall perform in accordance with their terms all of the obligations obliga-tions which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of not already a jurisdiction outside the United StatesLender, attaches the applicable forms described in required under Section 5.04(c5.11(f) of the Credit Agreement. Upon the date of (i) the execution of a counterpart of this Agreement certifying as to its entitlement to by the Incremental Lenders, the Borrower, and, unless such Incremental Lender is already a complete exemption from United States withholding taxes with respect to all payments to be made under Lender or is an Affiliate of a Lender, the Credit Agreement Administrative Agent and the other Credit Documents. Upon delivery thereof to the Administrative Agent (including by facsimile and counterparts), (ii) the payment of any fees required in connection herewith and (iii) the satisfaction of the conditions precedent set forth in Section 9 5.13 of Annex I hereto the Credit Agreement (such date, the “Agreement Effective Date”), ) each Incremental Term Loan Lender (x) will become a party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this the Credit Agreement if it is not already a party thereto, (iy) shall be obligated to make the Incremental Term Loans provided to be made by it it, as provided in this Agreement Agreement, and acquire participations in Letters of Credit in such amounts as will not cause its Credit Exposure at any time to exceed its Commitment, as provided in this Agreement, on the terms, and subject to the terms and conditions, set forth herein and in the Credit Agreement and (iiz) to the extent provided in this Agreement, shall will have the rights and obligations of a Lender thereunder and under the Credit Agreement and the other Credit Loan Documents. The Nothing contained in this Incremental Term Loans Commitment Agreement shall, or shall be made available in a single drawing on interpreted to, limit any rights or obligations of any Incremental Lender under the Credit Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant with respect to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Dateany already existing Commitment(s). The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that thereto and (ii) all such Obligations with respect to Incremental Term Loan Commitments (including any such Loans) shall be entitled to the benefits of the Security Documents. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning an executed copy to us before the close of business on __________ __, _____. If you do not so accept this Agreement by that time, our Incremental Commitments set forth in this Agreement will be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (iincluding by way of counterparts and by facsimile) by the Guaranty of such Credit Party and shall parties hereto, this Agreement will constitute guaranteed Obligations and (ii) each Security a Loan Document and shall constitute Obligations thereunder.may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Loan Documents pursuant to Section 12.2 of the Credit Agreement. Very truly yours, By Name: Title: Agreed and Accepted this ___ day of __________, ____: By: Name: Title: as Administrative Agent By: Name: Title:]1 1 To be included if Incremental Lender is not already a Lender or is not an Affiliate of a Lender. Incremental Commitment Amounts (as of the Agreement Effective Date): Total2 $[____________________] $[____________________] 2 Must be at least $15,000,000 and not more than $200,000,000. The undersigned, on behalf of Cirrus Logic, Inc., a corporation organized under the laws of Delaware (the “Borrower”), hereby certifies to the Administrative Agent and the Lenders, each as defined in the Credit Agreement referred to below, as follows:

thereof. Each of the The Incremental Term Loan LendersLender, the Borrower, Holdings, the MLP Borrower and the Administrative Agent each acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as the constitute a “Term B-3-C LoansLoan” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under of the Credit Agreement. Each Incremental Term Loan Lender Agreement and the Borrower further agree thatother applicable Loan Documents. Furthermore, with respect each of the parties to this Agreement hereby agrees that (i) the Incremental Term Loan Commitments provided by each shall be subject to the terms set forth on Annex I hereto, (ii) except as otherwise expressly set forth LEGAL02/37925895v4 herein, the Incremental Term Loan Lender pursuant to this Agreement, each shall be on the same terms and conditions as the Term Loan A-3 under the Credit Agreement and (iii) the Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental constitute a “Term Loan A-3” for all purposes of the Credit Agreement and the other applicable Loan Documents. The Incremental Lender upon the Agreement Effective Date (as defined below). Each Incremental Term Loan Lender party to this Agreement hereby (i) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iii) appoints and irrevocably authorizes the Administrative Agent to take such action as agent on its behalf under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein and to exercise such powers under the Credit Agreement and the other Credit Documents to perform such duties as are specifically delegated to or required of the Administrative Agent by the terms thereof, together with thereof and such other powers as are reasonably incidental thereto, thereto and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender. In order to effect the Incremental Term Loan as contemplated hereby, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in party hereto acting pursuant to Section 5.04(c2.24(d) of the Credit Agreement certifying as hereby agrees that the Credit Agreement is hereby amended by replacing the amount “$182,580,588.57” in Section 2.9(g)(iii) with “$197,580,588.57”. Upon the date of (i) the execution of a counterpart of this Agreement by the Incremental Lender, the Administrative Agent, the Borrower and each Guarantor, (ii) the delivery to its entitlement to the Administrative Agent of a complete exemption from United States withholding taxes with respect to all payments to be made fully executed counterpart (including by way of facsimile or other form of electronic transmission permitted under the Credit Agreement Agreement) hereof, (iii) the payment of any fees as agreed between Borrower and the other Credit Documents. Upon SunTrust Xxxxxxxx Xxxxxxxx, Inc. (“STRH”) set forth in paragraph C(b)(i) of that certain Engagement Letter, dated November 14, 2016 by and between Borrower and STRH, and (iv) the satisfaction (or waiver in writing) of the any other conditions precedent set forth in Section 9 5 of Annex I hereto (such date, the “Agreement Effective Date”), each ) the Incremental Lender shall (a) fund the Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall Agreement and (b) have all of the rights and obligations of a Lender thereunder and under the Credit Agreement and the other Credit Loan Documents. The Incremental Term Loans shall be made available in a single drawing on As of the Agreement Effective Date, and after giving effect to the Incremental Term Loan Commitments provided pursuant to transactions contemplated by this Agreement shall expire upon Agreement, the borrowing aggregate outstanding principal amount of the Incremental Term Loans held by each of the Lenders are set forth on Annex II. Each of the Agreement Effective Date. The Borrower and each Guarantor acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Facility (as defined in the Credit Agreement, each Credit Party hereby agrees that ) created hereunder and (ii) all such Obligations with respect to (including the Incremental Term Loan Commitments Loan) shall constitute (and be included in the definition of) “Secured Obligations” under the Credit Agreement and be entitled to the benefits of (i) the respective Collateral Documents and the Guaranty Agreement as, and to the extent, provided in the Credit Agreement and in such other Loan Documents. The Borrower may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to the Incremental Lender and one copy to the Administrative Agent before the close of business on March 21, 2018. If the Borrower does not so LEGAL02/37925895v4 accept this Agreement by such time, the obligations of the Incremental Lender to provide the Incremental Term Loan as set forth in this Agreement shall be deemed canceled and of no force or effect. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Loan Documents pursuant to Section 10.2 of the Credit Party Agreement. LEGAL02/37925895v4 Very truly yours, BANC OF CALIFORNIA By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: SVP Market Executive Signature Page to Incremental Facility Agreement (March 2018) Agreed and shall constitute guaranteed Accepted as of the date first written above: SUNTRUST BANK, as Administrative Agent, Issuing Bank and Swingline Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director Signature Page to Incremental Facility Agreement (March 2018) Agreed and Accepted as of the date first written above: ENCORE CAPITAL GROUP, INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Chief Financial Officer Signature Page to Incremental Facility Agreement (March 2018) Each Guarantor acknowledges and agrees to each the foregoing provisions of this Incremental Facility Agreement and to the establishment of the Incremental Term Loan and the Obligations and incurred related thereto. MIDLAND CREDIT MANAGEMENT, INC. MIDLAND FUNDING LLC MIDLAND PORTFOLIO SERVICES, INC. MIDLAND FUNDING NCC-2 CORPORATION MIDLAND INTERNATIONAL LLC MRC RECEIVABLES CORPORATION ASSET ACCEPTANCE CAPITAL CORP. ASSET ACCEPTANCE, LLC ATLANTIC CREDIT & FINANCE, INC. By: /s/ Xxxxxxxx Xxxxx ____ Name: Xxxxxxxx Xxxxx Title: Treasurer MIDLAND INDIA LLC By: /s/ Xxxxxx Xxxxx ____ Name: Xxxxxx Xxxxx Title: President ATLANTIC CREDIT & FINANCE SPECIAL FINANCE UNIT, LLC ATLANTIC CREDIT & FINANCE SPECIAL FINANCE UNIT III, LLC By: /s/ Xxxx Xxxx ____ Name: Xxxx Xxxx Title: Secretary Signature Page to Incremental Facility Agreement (ii) each Security Document and shall constitute Obligations thereunder.March 2018)

thereof. Each of the The Incremental Term Loan LendersLender, the Borrower, Holdings, the MLP Borrower and the Administrative Agent each acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as the constitute a “Term B-3-C LoansLoan” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under of the Credit Agreement. Each Incremental Term Loan Lender Agreement and the Borrower further agree thatother applicable Loan Documents. Furthermore, with respect each of the parties to this Agreement hereby agrees that (i) the Incremental Term Loan Commitments provided by each shall be subject to the terms set forth on Annex I hereto, (ii) except as otherwise expressly set forth herein, the Incremental Term Loan Lender pursuant to this Agreement, each shall be on the same terms and conditions as the Term Loan A-3 under the Credit Agreement and (iii) the Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental constitute a “Term Loan A-3” for all purposes of the Credit Agreement and the other applicable Loan Documents. The Incremental Lender upon the Agreement Effective Date (as defined below). Each Incremental Term Loan Lender party to this Agreement hereby (i) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iii) appoints and irrevocably authorizes the Administrative Agent to take such action as agent on its behalf under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein and to exercise such powers under the Credit Agreement and the other Credit Documents to perform such duties as are specifically delegated to or required of the Administrative Agent by the terms thereof, together with thereof and such other powers as are reasonably incidental thereto, thereto and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender. In order to effect the Incremental Term Loan as contemplated hereby, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in party hereto acting pursuant to Section 5.04(c2.24(d) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under hereby agrees that the Credit Agreement is hereby amended by amending and the other Credit Documents. Upon the satisfaction of the conditions precedent set forth restating Section 2.9(g) in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing its entirety to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it read as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder.follows:

thereof. Each On and after the Effective Date, this Assignment shall be binding upon, and inure to the benefit of, the Assignors, Assignees, the Administrative Agent and their Related Persons and their respective successors and assigns. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. This Assignment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Assignment by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart of this Assignment. EXHIBIT B-1 CREDIT AGREEMENT Lender: [NAME OF LENDER] New York, New York Principal Amount: $ [ ], 2015 FOR VALUE RECEIVED, the undersigned, Alere Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of the Incremental Lender set forth above or its registered assigns (the “Lender”) the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of the A Term Loan Lenders, Loans (as defined in the Credit Agreement referred to below) of the Lender to the Borrower, Holdings, the MLP payable at such times and the Administrative Agent acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated in such amounts as the “Term B-3-C Loans” and shall constitute an increase are specified in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental The Borrower promises to pay interest on the unpaid principal amount of the A Term Loan Lender Loans from the date made until such principal amount is paid in full, payable at such times and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive at such fees, if any, interest rates as are specified in Annex I attached heretothe Credit Agreement. Demand, which fees shall be due diligence, presentment, protest and notice of non-payment and protest are hereby waived by the Borrower. Both principal and interest are payable in Dollars to each Incremental Term Loan Lender upon General Electric Capital Corporation, as the Agreement Effective Date (as defined below)Pro Rata Administrative Agent, at , in immediately available funds. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy This Note is one of the Credit Agreement and the other Credit Documents, together with copies of the financial statements Notes referred to therein in, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, is entitled to the extent applicablebenefits of, to become a Lender under the Credit Agreement, (ii) agrees that it willdated as of June 18, independently and without reliance upon 2015, among the Borrower, Xxxxxxx Xxxxx Bank USA, as the B Term Loan Administrative Agent, General Electric Capital Corporation, as the Pro Rata Administrative Agent and the Collateral Agent, the L/C Issuers and the other Secured Parties party thereto (as the same may be amended, restated, supplemented or any other Lender and based on such documents and information as it shall deem appropriate at the otherwise modified from time to time, continue to make its own credit decisions in taking or not taking action under the “Credit Agreement”). The Credit Agreement, among other things, (iiia) appoints and authorizes provides for the Administrative Agent to take such action as agent on its behalf and to exercise such powers under making of A Term Loans by the Credit Agreement and the other Credit Documents as are delegated Lender to the Administrative Agent by Borrower in an aggregate amount equal to the terms thereofPrincipal Amount set forth above, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all the indebtedness of the obligations which Borrower resulting from such A Term Loans being evidenced by the terms this Note and (b) contains provisions for acceleration of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) maturity of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under unpaid principal amount of this Note upon the Credit Agreement happening of certain stated events and the other Credit Documents. Upon the satisfaction also for prepayments on account of the conditions precedent set forth in Section 9 of Annex I hereto (such date, principal hereof prior to the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to maturity hereof upon the terms and conditionsconditions specified therein. This Note is a Loan Document, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be is entitled to the benefits of (ithe Loan Documents and is subject to certain provisions of the Credit Agreement, including Sections 1.5, 11.14(a) and 11.15 thereof. This Note is a registered obligation, transferable only upon notation in the Guaranty of such Credit Party Register for the A Term Loans, and no assignment hereof shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunderbe effective until recorded therein. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

thereof. Each of the Incremental Term Loan Lenders, the Borrower, Holdings, the MLP and the Administrative Agent Lender acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated Agreement, in the aggregate amount for the Class of Incremental Term Loan Commitments as the “Term B-3-C Loans” and set forth on Annex I hereto ("Class"), shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche Loan Commitments of Term B-3 Loans. The Incremental Term Loans shall have terms such Class (as specified in said Annex I) under, and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under as defined in, the Credit Agreement. Each Incremental Term Loan Lender and the Borrower further agree agrees that, with respect to the Incremental Term Loan Commitments of the Class provided by each Incremental Term Loan Lender it pursuant to this Agreement, each Incremental Term Loan Lender shall receive such feesthe Applicable Rate, Maturity Date or Dates, additional limitations on prepayments, if any, additional conditions precedent and fees for Incremental Term Loans of the Class shall be as are specified in set forth on Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a an Incremental Term Loan Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent, Documentation Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Documentation Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Documentation Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a an Incremental Term Loan Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) prescribed by the Internal Revenue Service of the Credit Agreement United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction execution of a counterpart of this Agreement by the conditions precedent set forth in Section 9 of Annex I hereto (such dateAdministrative Agent, the “Agreement Effective Date”)Documentation Agent and the United States Borrower, the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by fax) hereof and the payment of any fees (including, without limitation, fees payable pursuant to the immediately preceding paragraph) required in connection herewith and which are then due and payable, each Incremental Term Loan Lender party hereto agreeing to provide shall become an Incremental Term Loan Commitment Lender pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) and, to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, your Incremental Term Loans Loan Commitments set forth in this Agreement shall be made available deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in a single drawing on accordance with the Agreement Effective Daterequirements for the modification of Credit Documents pursuant to Section 10.02 of the Credit Agreement. Very truly yours, [NAME OF LENDER] By: Name: Title: Agreed and Accepted this day of , : UNIVISION COMMUNICATIONS INC. By: Name: Title: UNIVISION OF PUERTO RICO INC. By: Name: Title: THE CHASE MANHATTAN BANK as Administrative Agent By: Name: Title: BNP PARIBAS, as Documentation Agent By: Name: Title: By: Name: Title: Each of the undersigned Subsidiary Guarantors hereby acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to incurred as contemplated by this Agreement shall expire upon constitutes "Guaranteed Obligations" under the borrowing of Subsidiary Guaranty and that the Incremental Term Loans on Subsidiary Guaranty, and its obligations thereunder remain in full force and effect.1 [NAME OF SUBSIDIARY GUARANTOR] By: Name: Title: Not required if Guarantee Release conditions are satisfied. ANNEX I TO EXHIBIT D ANNEX FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT CLASS [ ] ("the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder."CLASS")

thereof. Each of the Incremental Term Loan LendersLender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrower, Holdings, the MLP Borrowers and the Administrative Agent acknowledges acknowledge and agrees agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as constitute Incremental Term Loan Commitments of the “Term B-3-C Loans” and shall constitute an increase respective Tranche specified in Annex I attached hereto and, upon the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the incurrence of Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The pursuant to this Agreement, shall constitute Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans under such specified Tranche for all purposes under of the Credit AgreementAgreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrower Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). ) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 9 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loans Loan Commitments provided pursuant to this Agreement shall expire on the Agreement Effective Datedate specified in Annex I attached hereto. The Borrower acknowledges Borrowers acknowledge and agrees agree that it they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder.Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President

thereof. Each of the Incremental Term Loan LendersBorrower shall comply with such repair, the Borrowerservice and maintenance standards and schedules as are required to enforce warranty or guaranty claims against Contractor, Holdings, the MLP Operator or subcontractors and the Administrative Agent acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as the “Term B-3-C Loans” and shall constitute an increase any standards imposed by any Insurance Policies in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, effect with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender Rova I Facility, the Rova II Facility or the Property. Borrower’s review of and comment on the manual of “Facility Procedures” pursuant to this Agreement, each Incremental Term Loan Lender Section 5.4 of the Operating Contract shall receive such fees, if any, as are specified in Annex I attached heretobe conducted subject to the Independent Engineer’s approval, which fees shall not be due and payable unreasonably withheld. Borrower shall promptly inform the Independent Engineer of any material amendment or modifications to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). Each Incremental Term Loan Lender party “Facility Procedures” proposed by Operator, or any material changes to this Agreement (i) confirms that it has received a copy such procedures proposed by Borrower, under Section 5.4 of the Credit Agreement Operating Contract, with updates as to the status thereof, and shall report to the other Credit Documents, together with copies Independent Engineer the results of the financial statements referred to therein and annual review made of such other documents and information procedures as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions contemplated in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms said section. Until all of the obligations which by the terms Obligations have been fully discharged, Borrower shall retain any information Operator need no longer retain pursuant to Section 5.17 of the Credit Agreement are Operating Contract, or cause Operator to continue to retain such information in a reasonable manner. Borrower shall not approve any “Proposed Operating Budget” submitted for approval under Section 7.1 of the Operating Contract until such time as all approvals required under Section 6.8(h) hereof have been obtained for the Rova I Operating Budget and the Rova II Operating Budget for the year (or portion thereof) that is the same as the first year (or portion thereof) of such “Proposed Operating Budget”. Borrower shall inform Agent and the Independent Engineer of any audit (and results thereof) that is conducted at Borrower’s request under Section 7.6 of the Operating Contract and, at Agent’s request, cause such audits to be performed by conducted to the full extent permitted to Borrower under said Section. Borrower shall promptly notify Agent if it as a Lenderhas the right to terminate the Operating Contract under Section 18.3 thereof, and (v) in only upon the case request of each lending institution organized under the laws of a jurisdiction outside the United StatesAgent, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction of the conditions precedent set forth in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans which shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire only upon the borrowing instruction of the Incremental Term Loans on the Agreement Effective Date. The Majority Lenders, shall Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of exercise such Credit Party right and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunderthen do so in the manner specified by Agent.

thereof. Each of the Incremental Term Additional Revolving Loan Lenders, the Borrower, Holdings, the MLP and the Administrative Agent Bank party to this Agreement acknowledges and agrees that the Incremental Term Additional Revolving Loan Commitments Commitment provided pursuant to this Agreement shall be designated as the “Term B-3-C Loans” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) Additional Revolving Loan Commitment under, and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under as defined in, the Credit Agreement. Each Incremental Term Additional Revolving Loan Lender and the Borrower Bank party to this Agreement further agree agrees that, with respect to the Incremental Term Additional Revolving Loan Commitments Commitment provided by each Incremental Term Loan Lender it pursuant to this Agreement, each Incremental Term such Additional Revolving Loan Lender Bank shall receive such fees, if any, as are specified in an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). Each Incremental Term Additional Revolving Loan Lender Bank party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender Bank under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a LenderBank, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) prescribed by the Internal Revenue Service of the Credit Agreement United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction execution of a counterpart of this Agreement by the conditions precedent set forth in Section 9 of Annex I hereto (such dateAdministrative Agent and the Borrower, the “Agreement Effective Date”)delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by fax) hereof and the payment of any fees (including, without limitation, the upfront fees payable pursuant to the immediately preceding paragraph) required in connection herewith, each Incremental Term Additional Revolving Loan Lender Bank party hereto agreeing to provide an Incremental Term Loan Commitment shall become a Bank pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) and, to the extent provided in this Agreement, shall have the rights and obligations of a Lender Bank thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available You may accept this Agreement by signing the enclosed copies in a single drawing on the Agreement Effective Datespace provided below, and returning one copy of same to us before the Incremental Term close of business on ____________, _____. If you do not so accept this Agreement by such time, our Additional Revolving Loan Commitments provided pursuant to Commitment set forth in this Agreement shall expire upon be deemed cancelled. After the borrowing execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Incremental Term Loans on the Agreement Effective DateCredit Agreement. The Borrower acknowledges Very truly yours, [NAME OF BANK] By:__________________________ Name: Title: Agreed and agrees that it shall be liable for all Obligations with respect to the Incremental Term Accepted this ___ day of __________, ____: SUNRISE MEDICAL INC. By:_____________________________ Name: Title: BANKERS TRUST COMPANY, as Administrative Agent By:_____________________________ Name: Title: ANNEX I TO EXHIBIT C UPFRONT FEES Amount of Additional Name of Bank Revolving Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder.Commitment Upfront Fee ------------ ------------------------- ----------- Total __________________ ___________ EXHIBIT D FORM OF LETTER OF CREDIT REQUEST

thereof. Each The written consent of the Incremental Term Loan LendersAgent, and, prior to the occurrence of an Event of Default, the BorrowerBorrower (which consent, Holdingsin each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender under this Agreement, a lender under the MLP and 5-Year Revolving Credit Agreement or an affiliate of such a Lender or lender. In addition, (a) the written consent of the Administrative Agent acknowledges and agrees that under the Incremental Term Loan Commitments provided pursuant to this 5-Year Revolving Credit Agreement shall be designated as the “Term B-3-C Loans” and required (which consent shall constitute an increase in the Term B-3 Loans outstanding not be unreasonably withheld or delayed) prior to any assignment becoming effective with respect to a Purchaser which is either not a lender under the date hereof 5-Year Revolving Credit Agreement or an affiliate thereof or a financial institution with a short-term commercial paper rating of at least A+/P-1 or A-1/P-1 and (b) without the “Existing Term Loans”) prior written consent of Windmill, no assignment of any obligation of the Liquidity Provider or Enhancer to purchase loans from Windmill shall be permitted hereunder. The applicable assignment agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Advances and other rights and obligations under the Facility Loan Documents and the Existing Term Loans Note under the applicable assignment agreement are "plan assets" as defined under ERISA and that the Incremental Term Loans rights and interests of the Purchaser in and under the Facility Loan Documents will collectively comprise not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a single Tranche of Term B-3 Loans. The Incremental Term Loans Lender, shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). Each Incremental Term Loan a Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Facility Loan Documents as are delegated to the Administrative Agent executed by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, Lenders and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction of the conditions precedent set forth in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have all the rights and obligations of a Lender thereunder and under the other Credit Facility Loan Documents. The Incremental Term Loans , to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be made available in a single drawing on required to release the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be liable for all Obligations Seller with respect to the Incremental Term Loan Commitments provided hereby includingpercentage of the Commitment and Advances assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each the Agent shall give notice to the Agent under the 5-Year Revolving Credit Party hereby agrees that all Obligations Agreement of such assignment and the applicable commitment and notice information with respect to Incremental Term the Purchaser. Upon any permitted assignment of any Lender's rights or obligations hereunder or under the Note, references herein and in all other Facility Loan Commitments Documents to "Lender" or "Lenders" (or to any specific Lender) shall be entitled references to the benefits of (i) the Guaranty specific Lender or Lenders and any permitted assignee of such Credit Party Lender or Lenders, as the applicable Lender's and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunderits assignee's respective interests may appear.

thereof. Each of the Incremental Term Loan LendersLender, the Borrower, Holdings, the MLP Borrower and the Administrative Agent acknowledges acknowledge and agrees agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated constitute Incremental Commitments and, upon the Agreement Effective Date (as hereinafter defined), the “Term B-3-C Loans” and Incremental Commitment of each Incremental Lender shall constitute an increase become, or in the Term B-3 Loans outstanding prior case of an existing Lender, shall be added to (and thereafter become a part of), the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Revolving Loan Commitment of such Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit AgreementLender. Each Incremental Term Loan Lender Lender, the Borrower and the Borrower Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive from Borrower such upfront fees, unutilized commitment fees and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting by the Borrower and such Incremental Lender, all of which fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below)Commitment provided pursuant to this Agreement. Each Incremental Term Loan Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Transferee, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Credit Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (v) in the case of each lending institution Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Section 5.04(b)(ii) Certificate referred to in Section 5.04(c5.04(b) of the Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Lender, the Administrative Agent, the Borrower and each Subsidiary Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of the any other conditions precedent set forth in Section 9 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Revolving Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges acknowledge and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term all Revolving Loans made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Security Documents and the Subsidiaries Guaranty. By acknowledging this Agreement, each Credit Party hereby Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Subsidiaries Guaranty as, and to the extent, provided therein and in the Credit Agreement and (ii) be entitled to the benefits of the Credit Documents as, and to the extent, provided therein and in the Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (iv) of the Guaranty definition of such “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Party and shall constitute guaranteed Obligations Agreement certifying that the conditions set forth in clauses (t) and (iiu) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). Attached hereto as Annex III [is an opinion] [are opinions] of [insert name or names of counsel, including in-house counsel, who will be delivering opinions], counsel to the respective Credit Parties, delivered as required pursuant to clause (x) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement. Attached hereto as Annex IV are true and correct copies of officers’ certificates, board of director resolutions and good standing certificates of the Credit Parties required to be delivered pursuant to clause (y) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1.01 of the Credit Agreement. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on ____________, ___. If you do not so accept this Agreement by such time, our Incremental Commitments set forth in this Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.13 of the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control. Very truly yours, [NAME OF EACH INCREMENTAL LENDER] By: Name: Title Agreed and Accepted this ___day of _______________, ___: SHUFFLE MASTER, INC. Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS as Administrative Agent Name: Title: By: Name: Title: Each Subsidiary Guarantor acknowledges and agrees to each Security Document the foregoing provisions of this Incremental Commitment Agreement and shall constitute Obligations thereunder.to the incurrence of the Revolving Loans to be made pursuant thereto. [EACH SUBSIDIARY GUARANTOR] as a Guarantor Name: Title:

thereof. Each of the Incremental Term Loan LendersAs soon as practicable, the Borrower, Holdings, the MLP and the Administrative Agent acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall such funds should be designated as the “Term B-3-C Loans” and shall constitute an increase deposited in immediately available funds in the Term B-3 Loans outstanding prior following account or accounts at [Insert Bank] in the amounts indicated. CENTENNIAL CELLULAR OPERATING CO. LLC By: Name: Title: CENTENNIAL FINANCE CORP. By: Name: Title: EXHIBIT D --------- [Form of Release of Security Interest] [To be typed on Trustee's letterhead] Date: VIA FACSIMILE AND FEDERAL EXPRESS CENTENNIAL CELLULAR OPERATING CO. LLC CENTENNIAL FINANCE CORP. c/o Welsh, Carson, Anderson & Stowe 320 Park Avenue Xxxxx 0000 Xxx Xoxx, Xxx Xxxx 00000-0000 Xxxxxxxxx: Xxxxxxx Xxxxx Re: Relexxx xx Xxxxxxty Interest Ladies and Gentlemen: Reference is hereby made to the date hereof (the “Existing Term Loans”) that certain Pledge and the Existing Term Loans Escrow Agreement dated as of December 14, 1998 by and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. among Centennial Cellular Operating Co. LLC, Centennial Finance Corp. and The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such fees, if anyChase Manhattan Bank, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date Trustee (as defined below). Each Incremental Term Loan Lender party amended, supplemented or modified from time to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together time in accordance with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together the "Pledge Agreement"). By its signature below, the Trustee hereby terminates and releases its pledge and assignment of, and security interest in, all of the Initial Collateral under the Pledge Agreement (but not the Subsequent Collateral), which amount has been delivered to you on your order on the date hereof. This release may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Very truly yours, THE CHASE MANHATTAN BANK as Trustee By: Name: Title: EXHIBIT E --------- [Letterhead] [ ], 1998 Independent Public Accountants' Report on Sufficiency of Marketable U.S. Securities To The Chase Manhattan Bank: We understand that $370,000,000 Centennial Cellular Operating Co. LLC 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") were issued on December 14, 1998. We also understand the Trustee currently holds the Government Securities listed on the attached schedule (the "Government Securities") pursuant to Section 5.4 of the Pledge and Escrow Agreement, dated December 14, 1998 (the "Pledge Agreement"). We also understand that at any time while the Pledge Agreement is in force, the Pledgors may substitute Marketable U.S. Securities (the "Marketable U.S. Securities") for the Government Securities pledged as Subsequent Collateral pursuant to Section 5.3(b) of the Pledge Agreement. We have been requested to verify the mathematical correctness of the computations shown on the attached schedule that the Marketable U.S. Securities substituted for the Government Securities pledged as Subsequent Collateral pursuant to the Pledge Agreement have a fair market value (measured at the date of substitution) at least equal to 125.0% of the amount of any of the first three scheduled interest payments on the Notes that are unpaid (or the pro rata portion of such interest payments equal to the percentage of such interest payments to be secured by such Marketable U.S. Securities) as of the date such Marketable U.S. Securities are proposed to be substituted as Subsequent Collateral pursuant to Section 5.3(b) of the Pledge Agreement. We have performed the procedures enumerated below, which were agreed to by Centennial Cellular Operating Co. LLC and Centennial Finance Corp. (the "Pledgors") solely to assist you with such powers as are reasonably incidental thereto, (iv) agrees that it will perform respect to verifying the mathematical correctness of the above mentioned computations. This engagement to apply agreed-upon procedures was performed in accordance with their terms all standards established by the American Institute of Certified Public Accountants. The sufficiency of the obligations which by procedures is solely the terms responsibility of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) specified users of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under report. Consequently, we make no representation regarding the Credit Agreement and the other Credit Documents. Upon the satisfaction sufficiency of the conditions precedent set forth in Section 9 of Annex I hereto (such date, procedures described below either for the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to purpose for which this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the report has been requested or for any other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunderpurpose.

thereof. Each of the Incremental Term Loan LendersLender, the Borrower, Holdings, the MLP Borrower and the Administrative Agent acknowledges acknowledge and agrees agree that the Incremental Term Loan Commitments Commitment(s) provided pursuant to this Agreement shall be designated as constitute an Incremental Commitment(s) of the “Term B-3-C Loans” and respective Tranche specified in Annex I attached hereto and, upon the incurrence of Loans pursuant to such Incremental Commitments, shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single under such specified Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under of the Credit AgreementAgreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each Incremental Term Loan Lender it pursuant to this Agreement, each such Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in equal to that amount set forth opposite its name on Annex I attached hereto, which fees upfront fee shall be due and payable to each such Incremental Term Loan Lender upon the Agreement Effective Date (as defined below)in Annex I) or as otherwise specified in said Annex I. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Credit Documents, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) prescribed by the Internal Revenue Service of the Credit Agreement United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction of the conditions precedent set forth in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments Commitment(s) provided hereby including, without limitation, any Term Loans made pursuant theretothereto and (ii) all such Obligations (including any such Loans) shall be entitled to the benefits of the Security Documents. By acknowledging this Agreement, each Credit Party hereby Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments Commitment(s) provided hereby and any Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the respective Guaranty in accordance with the terms and provisions thereof and (ii) be entitled to the benefits of the Security Documents. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on December 21, 2004. If you do not so accept this Agreement by such time, our Incremental Commitment(s) set forth in this Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (iincluding by way of counterparts and by facsimile transmission) by the Guaranty parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of such Credit Party Documents pursuant to Section 13.12 of the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall constitute guaranteed Obligations control. Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Xxxx Xxx Xxxxx Title: Managing Director Agreed and Accepted this 21st day of December, 2004: AMERISTAR CASINOS, INC. By: /s/ Xxxxx X. Xxxxx Title: Senior Vice President & General Counsel DEUTSCHE BANK TRUST COMPANY AMERICAS (ii) f/k/a Bankers Trust Company), as Administrative Agent By: /s/ Xxxx Xxx Xxxxx Title: Managing Director Each Guarantor acknowledges and agrees to the foregoing provisions of this Incremental Commitment Agreement, specifically including the acknowledgments and agreements made by it pursuant to the seventh paragraph of the Agreement. AMERISTAR CASINO VICKSBURG, INC., AMERISTAR CASINO COUNCIL BLUFFS, INC., CACTUS PETE’S, INC., A.C. FOOD SERVICES, INC., AMERISTAR CASINO ST. LOUIS, INC., AMERISTAR CASINO KANSAS CITY, INC., AMERISTAR CASINO ST. XXXXXXX, INC., AMERISTAR CASINO LAS VEGAS, INC. AMERISTAR CASINO BLACK HAWK, INC. RICHMOND STREET DEVELOPMENT, INC., each Security Document and shall constitute Obligations thereunder.as a Guarantor By: /s/ Xxxxx X. Xxxxx Title: Vice President ANNEX I TO INCREMENTAL COMMITMENT AGREEMENT DATED DECEMBER 21, 2004 1. INCREMENTAL COMMITMENTS Name of Incremental Lender Amount of B-1 Term Loan Commitment Deutsche Bank Trust Company Americas $ 115,000,000 Total $ 115,000,000

thereof. Each of the Incremental Term Loan LendersRevolving Lender, the Borrower, Holdings, the MLP Borrowers and the Administrative Agent acknowledges acknowledge and agrees agree that the Incremental Term Loan Revolving Commitments provided pursuant to this Agreement shall be designated constitute Incremental Revolving Commitments and, upon the Agreement Effective Date (as hereinafter defined), the “Term B-3-C Loans” and Incremental Revolving Commitment of each Incremental Revolving Lender shall constitute an increase become, or in the Term B-3 Loans outstanding prior case of an existing Revolving Lender, shall be added to (and thereafter become a part of), the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Revolving Loan Commitment of such Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit AgreementRevolving Lender. Each Incremental Term Loan Lender Revolving Lender, the Borrowers and the Borrower Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Revolving Commitment provided by each Incremental Term Loan Revolving Lender pursuant to this Agreement, each such Incremental Term Loan Revolving Lender shall receive from Borrowers such upfront fees, unutilized commitment fees and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting with Borrowers and acknowledged by the Administrative Agent, all of which fees shall be due and payable to such Incremental Revolving Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below)Revolving Commitment provided pursuant to this Agreement. Each Incremental Term Loan Revolving Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Transferee, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (v) in the case of each lending institution Incremental Revolving Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described referred to in Section 5.04(c2.17(e) of the Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrowers under the Credit Agreement and the other Credit Loan Documents. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Revolving Lender, the Administrative Agent, the Borrowers and each Subsidiary Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of the any other conditions precedent set forth in Section 9 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Revolving Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (ix) shall be obligated to make the Incremental Term Revolving Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and in this Agreement and (iiy) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit applicable Loan Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Each Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Revolving Commitments provided hereby including, without limitation, any Term all Revolving Loans made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Security Documents. By acknowledging this Agreement, each Credit Party hereby Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Revolving Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guarantee Agreement as, and to the extent, provided in the Credit Agreement and (ii) be entitled to the benefits of the Loan Documents as, and to the extent, provided therein and in the Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement certifying that the conditions set forth in clause (i) of the Guaranty definition of “Incremental Loan Commitment Requirements” appearing in Section 1.1 of the Credit Agreement have been satisfied. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on [ , 20 ]. If you do not so accept this Agreement by such time, our Incremental Revolving Commitments set forth in this Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Loan Documents pursuant to Section 11.1 of the Credit Party Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall constitute guaranteed Obligations control. Very truly yours, [NAME OF EACH INCREMENTAL REVOLVING LENDER] By: Name: Title: Agreed and (ii) Accepted this day of , : GENON ENERGY, INC., as a Borrower BY: Name: Title: GENON AMERICAS, INC., as a Borrower BY: Name: Title: JPMORGAN CHASE BANK, N.A., as Administrative Agent BY: Name: Title: Each Guarantor acknowledges and agrees to each Security Document the foregoing provisions of this Incremental Revolving Commitment Agreement and shall constitute Obligations thereunder.to the incurrence of the Revolving Loans to be made pursuant thereto. [EACH GUARANTOR], as a Guarantor By: Name: Title: Dated as of , 1. Name of the Borrowers:

thereof. Each The New Second Lien PIK Notes will be delivered in book-entry form through the facilities of the Incremental Term Loan Lenders, the Borrower, Holdings, the MLP and the Administrative Agent acknowledges and agrees that the Incremental Term Loan Commitments provided The Depository Trust Company (“DTC”) pursuant to this Agreement shall be designated as the “Term B-3-C Loans” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof a Securities Settlement Agreement, dated September 20, 2013 (the “Existing Term LoansSettlement Agreement”), between the Company and Wilmington Trust, National Association, as settlement agent (the “Settlement Agent”), and will be deposited with, or on behalf of DTC, and registered in the name of Cede & Co., as DTC’s nominee. The New Second Lien PIK Notes will be guaranteed (the “Guarantees”) by the Guarantors on the terms set forth in the Indenture. The New Second Lien PIK Notes, the Guarantees and the Existing Term Loans obligations of the Company and the Incremental Term Loans Guarantors (together, the “Obligors”) under the Indenture will collectively comprise be secured by a single Tranche second priority lien on the same assets of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Obligors that secure the Existing Term Loans Second Lien Notes pursuant to collateral documents that are substantially the same as the collateral documents that secure the Existing Second Lien Notes, including a Collateral Agreement, dated as of the Closing Date (including the perfection certificate contemplated thereby, the “Security Agreement”), by and will constitute Term Loans and Term B-3 Loans for all purposes under among the Credit Agreement. Each Incremental Term Loan Lender Obligors and the Borrower further agree thatTrustee, the final form of which is attached hereto as Appendix A-2, a Trademark Security Agreement, dated as of the Closing Date (the “Trademark Agreement”), by and among certain of the Obligors and the Trustee, the final form of which is attached hereto as Xxxxxxxx X-0, and a Copyright Security Agreement, dated as of the Closing Date (the “Copyright Agreement” and, together with the Security Agreement and the Trademark Agreement and the UCC-1 financing statement for each Obligor to be filed with the applicable office, the “New Second Lien Collateral Documents”), by and among certain of the Obligors and the Trustee, the final form of which is attached hereto as Appendix A-4. In addition, the Obligors have agreed to provide certain account control agreements with respect to deposit accounts consistent with the control agreements that have been entered into with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon the Credit Agreement Effective Date (as defined below), the First Lien Indenture (as defined below) and the Existing Second Lien Indenture and to provide insurance certificates with appropriate endorsements reflecting the Trustee as an additional insured under the Company’s insurance policies, to the same extent as provided to the Existing Second Lien Trustee. Each Incremental Term Loan Lender party to For purposes of this Agreement (i) confirms that it has received a copy of “Credit Agreement” means the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Revolving Credit Agreement, dated as of December 22, 2010, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on in such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction of the conditions precedent set forth in Section 9 of Annex I hereto (such datecapacity, the “Agreement Effective DateAdministrative Agent”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) “First Lien Indenture” means the Indenture, dated as of December 1, 2010, between the Company (as successor by merger to the extent provided in this AgreementAMO Escrow Corporation) and Wilmington Trust, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective DateNational Association (as successor by merger to Wilmington Trust FSB, and in such capacity, the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon “First Lien Trustee”), as trustee and collateral agent, governing the borrowing of Company’s 11.5% First Lien Senior Secured Notes due 2017 (the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder“First Lien Notes”).

thereof. Each of the The 2017 Incremental Term Loan LendersB Lender, the Borrower, Holdings, the MLP Borrower and the Administrative Agent acknowledges acknowledge and agrees agree that the 2017 Incremental Term Loan Commitments B Loans provided pursuant to this Agreement shall be designated as the “Term B-3-C Loans” and shall constitute an increase in the Tranche of Term B-3 B Loans and shall be identical to the Term B Loans outstanding under the Credit Agreement immediately prior to the date hereof funding of the 2017 Incremental Term B Loans (such existing Term B Loans, the “Existing Term B Loans”) and the Existing parties hereto intend to treat the 2017 Incremental Term B Loans and the Existing Term B Loans as fungible for U.S. federal income tax purposes. In accordance with Section 2.15(c) of the Credit Agreement, the 2017 Incremental Term B Loans will collectively comprise shall initially take the form of a single Tranche pro rata increase in each outstanding Borrowing of Existing Term B-3 B Loans. The 2017 Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental Term Loan B Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, thereto and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction of the conditions precedent set forth in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder.

thereof. Each of the Incremental Term Loan LendersRL Lender, the Borrower, Holdings, the MLP Company and the Administrative Agent acknowledges acknowledge and agrees agree that the each Incremental Term Loan Commitments RL Commitment provided pursuant to this Agreement by the relevant Incremental RL Lender shall be designated as added to (and thereafter become a part of) the “Term B-3-C Loans” and Revolving Loan Commitment of the respective Incremental RL Lender specified in Annex I attached hereto and, upon the incurrence of Revolving Loans pursuant to such Incremental RL Commitments, shall constitute an increase in Revolving Loans under the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the respective Revolving Loan Commitment of each Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans RL Lender for all purposes under of the Credit AgreementAgreement and the other applicable Loan Documents. Each Incremental Term Loan Lender RL Lender, Company and the Borrower Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments RL Commitment provided by each Incremental Term Loan RL Lender pursuant to this Agreement, each such Incremental Term Loan RL Lender shall receive from Company such upfront fees, unutilized commitment fees and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting with Company and Administrative Agent, all of which fees shall be due and payable to such Incremental RL Loan Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below)RL Commitment provided pursuant to this Agreement. Each Incremental Term Loan RL Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Assignee, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iiiiv) appoints and authorizes the Administrative Agent and Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent and Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (v) in the case of each lending institution Incremental RL Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Certificate re Non-Bank Status referred to in Section 5.04(c2.7B(iii) of the Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by Company under the Credit Agreement and the other Credit Loan Documents. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental RL Lender, Administrative Agent, Company and each Subsidiary Guarantor, (ii) the delivery to Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of the any other conditions precedent set forth in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan RL Lender party hereto agreeing to provide an Incremental Term (i) shall have its Revolving Loan Commitment pursuant under the Credit Agreement increased by an amount equal to this Agreement its Incremental RL Commitment hereunder, (iii) shall be obligated to make the Incremental Term Revolving Loans provided to be made by it as provided in this Agreement and participate in Letters of Credit on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and in this Agreement and (iiiii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit applicable Loan Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower Company acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan RL Commitments provided hereby including, without limitation, any Term all Revolving Loans and other extensions of credit made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans and other extensions of credit) shall be entitled to the benefits of the Collateral Documents and the Subsidiary Guaranty to the extent set forth therein. By acknowledging this Agreement, each Credit Party hereby Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan RL Commitments provided hereby and all Revolving Loans and other extensions of credit made pursuant thereto shall (i) be fully guaranteed pursuant to the Subsidiaries Guaranty to the extent set forth therein and constitute “Guarantied Obligations” thereunder and (ii) be entitled to the benefits of the Loan Documents to the extent set forth therein. Attached hereto as Annex II is the officers’ certificate required to be delivered pursuant to clause (iii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement certifying that the conditions set forth in clauses (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). [Attached hereto as Annex III is each Security Document technical amendment, modification and/or supplement to the Collateral Documents required to be delivered pursuant to clause (v) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement.45] Attached hereto as Annex [[III] [IV]] [is an opinion] [are opinions] of [insert name or names of counsel, including in-house counsel, who will be delivering opinions], counsel to the Loan Parties, delivered as required pursuant to clause (vi) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. Attached hereto as Annex [[IV] [V]] are officers’ certificates, board of director resolutions and good standing certificates of Company and each other Loan Party required to be delivered pursuant to clause (vii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. Attached hereto as Annex [[V] [VI]] is evidence demonstrating that the full amount of the Obligations to be incurred under the Incremental RL Commitments (assuming the full utilization thereof) may be incurred without violating the terms of material Indebtedness of Company and its Subsidiaries (including, without limitation, the 2009 Senior Notes) as required to be delivered pursuant to clause (viii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Incremental RL Commitments set forth in this Agreement shall constitute Obligations thereunderbe deemed canceled. After the execution and delivery to Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Loan Documents pursuant to Section 10.6 of the Credit Agreement.

thereof. Each This Second Incremental Loan Assumption Agreement constitutes the Borrower’s written request to the Administrative Agent for Incremental Loan Commitments pursuant to Section 2.21(a) of the Credit Agreement (the “Incremental Loan Commitment Request”) and, in connection therewith, the Borrower hereby notifies the Administrative Agent that: (i) the amount of the Incremental Term Loan LendersCommitments being requested is $52,000,000, (ii) the Borrowerdate on which such Incremental Loan Commitments are requested to be effective is November 26, Holdings2010, the MLP and the Administrative Agent (iii) such Incremental Loan Commitments are commitments to make Other Loans. Each Incremental Lender acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as Second Incremental Loan Assumption Agreement, in the “Term B-3-C Loans” and aggregate amount set forth on Annex I hereto, shall constitute an increase Commitments under the Credit Agreement for Other Loans increasing the amount of the Commitments in the Term B-3 Loans outstanding effect immediately prior to the date hereof (effectiveness of this Second Incremental Loan Assumption Agreement. Each of the “Existing Term Loans”) parties to this Second Incremental Loan Assumption Agreement hereby agrees to the terms and conditions set forth in the second preceding paragraph and on Annex I hereto in respect of each Incremental Loan Commitment and the Existing Term Other Loans and the provided pursuant to this Second Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Loan Assumption Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). Each Incremental Term Loan Lender party to this Second Incremental Loan Assumption Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second Incremental Loan Assumption Agreement and, to the extent applicable, and to become a an Incremental Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent Agent, the Collateral Agent, any Lender or any other Lender Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iii) appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform perform, in accordance with their terms terms, all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of Incremental Lender (if any) that is a jurisdiction outside the United StatesForeign Lender, attaches the applicable forms described in documentation required under Section 5.04(c2.15(e) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement Agreement. This Second Incremental Loan Assumption Agreement, and the other Credit Documents. Upon Incremental Loan Commitments provided hereunder, shall become effective on the satisfaction date (the “Incremental Loan Closing Date”) upon which all of the conditions precedent set forth in Section 9 3 of Annex I hereto (such date, are satisfied. Upon the “Agreement Effective Incremental Loan Closing Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment shall automatically become a Lender pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent and, except as otherwise expressly provided in this AgreementSection 2 of Annex I hereto, shall have the rights and obligations of a Lender thereunder and under the other Credit Loan Documents. The Incremental Term Loans Administrative Agent shall be made available in a single drawing on promptly notify each Lender of the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing occurrence of the Incremental Term Loans on the Agreement Effective Loan Closing Date. The Borrower hereby acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby includingpursuant to this Second Incremental Loan Assumption Agreement, without limitation, including any Term Other Loans made pursuant theretoto the Incremental Loan Commitments and (ii) all such Obligations shall be secured by the Collateral under, and be entitled to the benefits of, the Security Documents. By acknowledging Each Guarantor hereby acknowledges and agrees that (i) its consent to this Second Incremental Loan Assumption Agreement is not required, but each Guarantor nevertheless hereby agrees and consents to this Second Incremental Loan Assumption Agreement and to the documents and agreements referred to herein, (ii) notwithstanding the effectiveness of this Second Incremental Loan Assumption Agreement, each Credit Party such Guarantor’s Guarantee shall remain in full force and effect without modification thereto, (iii) nothing herein shall in any way limit any of the terms or provisions of any Guarantor’s Guarantee or any other Loan Document executed by any Guarantor (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time), all of which are hereby agrees that ratified, confirmed and affirmed in all respects, (iv) all Obligations with respect to the Incremental Term Loan Commitments provided pursuant to this Second Incremental Loan Assumption Agreement and any Other Loans made pursuant to the Incremental Loan Commitments shall be (x) fully guaranteed pursuant to the Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and (y) secured by the Collateral under, and be entitled to the benefits of of, the Security Documents, (iv) no other agreement, instrument, consent or document shall be required to give effect to this paragraph, and (vi) the Guaranty Borrower, Holdings, the Agents and any Lender may from time to time enter into any further amendments, modifications, terminations and/or waivers of such any provisions of the Loan Documents without notice to or consent from any Guarantor (other than, to the extent expressly required under Section 9.08 of the Credit Party Agreement, Holdings) and without affecting the validity or enforceability of any Guarantor’s Guarantee or Collateral or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s Guarantee or Collateral. This Second Incremental Loan Assumption Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute guaranteed Obligations one and the same agreement. Delivery of an executed counterpart of a signature page to this Second Incremental Loan Assumption Agreement by telecopier or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Second Incremental Loan Assumption Agreement. After the execution and delivery to the Administrative Agent of a fully executed copy of this Second Incremental Loan Assumption Agreement by the parties hereto, this Second Incremental Loan Assumption Agreement may be changed, modified or varied only by written instrument in accordance with the requirements for the modification of any Loan Document pursuant to Section 9.08(b) of the Credit Agreement. Neither the Borrower nor Holdings shall assign or delegate any of their respective rights or obligations under this Second Incremental Loan Assumption Agreement without the prior written consent of each of the other parties hereto (iiand any attempted assignment or delegation without such consent shall be null and void). This Second Incremental Loan Assumption Agreement is intended to be solely for the benefit of the parties hereto, and is not intended to confer any benefits upon, or create any rights in favor of, any Person other than the parties hereto. The Borrower may accept this Second Incremental Loan Assumption Agreement by executing and delivering and returning a copy of this Second Incremental Loan Assumption Agreement to the Administrative Agent before 8:00 p.m. (New York City time) each Security Document on November 24, 2010. If the Borrower does not so accept this Second Incremental Loan Assumption Agreement by such time, the Incremental Loan Commitments set forth in this Second Incremental Loan Assumption Agreement shall be deemed automatically cancelled. Very truly yours, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Vice President By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Associate SPECIAL SITUATIONS INVESTING GROUP, INC., as Incremental Lender By: /s/ Xxxxxx X. Xxxxx III Name: Xxxxxx X. Xxxxx III Title: Authorized Signatory HPS SENIOR LOAN FUND II L.P., as Incremental Lender By: HIGHBRIDGE PRINCIPAL STRATEGIES, LLC, its Investment Manager By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director HIGHBRIDGE SENIOR LOAN HOLDINGS L.P., as Incremental Lender By: HIGHBRIDGE PRINCIPAL STRATEGIES, LLC, its Investment Manager By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director AGREED AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN RENTECH ENERGY MIDWEST CORPORATION, as Borrower By: /s/ Xxx X. Xxxxx Name: Xxx X. Xxxxx Title: Vice President & Treasurer Each Guarantor acknowledges and shall constitute Obligations thereunderagrees to the foregoing provisions of the Second Incremental Loan Assumption Agreement, specifically including the acknowledgments and agreements made by it pursuant to the ninth paragraph of the Second Incremental Loan Assumption Agreement. RENTECH, INC., as Holdings and as Guarantor RENTECH SILVAGAS LLC, as Guarantor RENTECH DEVELOPMENT CORPORATION, as Guarantor RENTECH SERVICES CORPORATION, as Guarantor SILVAGAS CORPORATION, as Guarantor RENTECH ENERGY TECHNOLOGY CENTER, LLC, as Guarantor By: /s/ Xxx X. Xxxxx Name: Xxx X. Xxxxx Title: CFO & Executive Vice President

thereof. Each The parties to this Agreement agree that this Agreement constitutes an Incremental Amendment pursuant to and in accordance with Section 2.10 of the Credit Agreement. Each Incremental Term Loan Lenders, the BorrowerLender, Holdings, the MLP Borrower (the “Incremental Term Loan Borrower”) and the Administrative Agent acknowledges acknowledge and agrees agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as constitute Incremental Term Loan Commitments specified in Annex I attached hereto and, upon the “Term B-3-C Loans” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the incurrence of Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The pursuant to such Incremental Term Loans Loan Commitments, shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under of the Credit AgreementAgreement and the other applicable Credit Documents. Each Incremental Term Loan Lender Lender, Holdings, the Incremental Term Loan Borrower and the Borrower Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive from Holdings and/or the Incremental Term Loan Borrower such upfront fees, unutilized commitment fees and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting with Holdings and/or the Incremental Term Loan Borrower and acknowledged by the Administrative Agent, all of which fees shall be due and payable to such Incremental Term Loan Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon Commitment provided pursuant to this Agreement. Pursuant to Section 2.10 of the Credit Agreement, Holdings, the Borrower and the Administrative Agent hereby amend the Credit Agreement as set out in Annex II to this Agreement. Holdings and the Borrower hereby confirm and represent that (i) no Default or Event of Default has occurred and is continuing or would immediately result from the incurrence of Incremental Term Loans on the Agreement Effective Date (as defined below), (ii) on the Agreement Effective Date, all representation and warranties contained in the Credit Agreement and in all other Credit Documents are true and correct in all material respects with the same effect as though such representations had been made on such date (it being understood and agreed that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only on such specified date), and (iii) Holdings is in compliance with the covenants set forth in Sections 8.08 through 8.10 of the Credit Agreement on a Pro Forma Basis for the Test Period ending on September 30, 2010, as more specifically demonstrated by the calculations set forth on Annex III hereto; provided that each Incremental Term Loan Lender and the Administrative Agent acknowledge and agree that in making such calculations, Holdings has used financial information for its fiscal quarter ending on September 30, 2010 that has not, as of the date hereof, been finalized and approved by Holdings’ auditors, and as a result, such information is subject to adjustment. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein therein, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Credit Documents, (iii) acknowledges and agrees that no fiduciary or advisory relationship between the Administrative Agent and any Incremental Term Loan Lender is intended to be or has been created in respect of any of the transactions contemplated by this Agreement, (iiiiv) acknowledges and agrees that the Administrative Agent, on the one hand, and each Incremental Term Loan Lender on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, and no Incremental Term Loan Lender relies on, any fiduciary duty on the Administrative Agent’s part, (v) acknowledges and agrees that each Incremental Term Loan Lender is capable of evaluating and understanding, and each such Incremental Term Loan Lender understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement, (vi) acknowledges and agrees that the Administrative Agent or any of its Affiliates may have received fees or other compensation from Holdings or any of its Affiliates in connection with this Agreement which may or may not be publicly disclosed and such fees or compensation do not affect any Incremental Term Loan Lender’s independent credit decision to enter into the transactions contemplated by this Agreement, (vii) acknowledges and agrees that notwithstanding that no fiduciary or similar relationship exists between the Administrative Agent and any Incremental Term Loan Lender, each such Incremental Term Loan Lender hereby waives, to the fullest extent permitted by law, any claims it may have against the Administrative Agent or its Affiliates for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Administrative Agent and its Affiliates shall have no liability (whether direct or indirect) to any Incremental Term Loan Lender in respect of such a fiduciary duty claim or to any Person asserting a fiduciary duty claim on behalf of or in right of any Incremental Term Loan Lender, including any such Incremental Term Loan Lender’s stockholders, employees or creditors, (viii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and Agreement, the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, and (ivix) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Term Loan Lender, the Administrative Agent, Holdings, the Incremental Term Loan Borrower and each Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of the any other conditions precedent set forth in Section 9 6 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (ia) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and in this Agreement and (iib) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby hereby, including, without limitation, any all Incremental Term Loans made pursuant theretothereto and (ii) all such Obligations (including all such Incremental Term Loans) shall be entitled to the benefits of the Security Documents and each Guaranty. By acknowledging this Agreement, each Credit Party hereby Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and all Incremental Term Loans made pursuant thereto shall (i) be fully guaranteed pursuant to their respective Guaranties as, and to the extent, provided therein and in the Credit Agreement and (ii) be entitled to the benefits of their respective Security Documents as, and to the extent, provided therein and in the Credit Agreement. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on October 21, 2010. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (iincluding by way of counterparts and by facsimile or other electronic transmission) by the Guaranty parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of such Credit Party Documents pursuant to Section 13.12 of the Credit Agreement. Very truly yours, CYRUS OPPORTUNITIES FUND II, L.P. By: CYRUS CAPITAL PARTNERS L.P., as Investment Manager By: /s/ Xxxxxxx XxXxx Name: Xxxxxxx XxXxx Title: Chief Financial Officer CYRUS EUROPE FUND, L.P. By: CYRUS CAPITAL PARTNERS L.P., as Investment Manager By: /s/ Xxxxxxx XxXxx Name: Xxxxxxx XxXxx Title: Chief Financial Officer CRESCENT 1, L.P. By: CYRUS CAPITAL PARTNERS L.P., as Investment Manager By: /s/ Xxxxxxx XxXxx Name: Xxxxxxx XxXxx Title: Chief Financial Officer XXX FUND, L.P. By: CYRUS CAPITAL PARTNERS L.P., as Investment Manager By: /s/ Xxxxxxx XxXxx Name: Xxxxxxx XxXxx Title: Chief Financial Officer Agreed and shall constitute guaranteed Obligations Accepted this 21st day of October, 2010: ENDEAVOUR INTERNATIONAL CORPORATION By: /s/ J. Xxxxxxx Xxxxxxx Name: J. Xxxxxxx Xxxxxxx Title: Executive Vice President and (ii) Chief Financial Officer ENDEAVOUR ENERGY UK LIMITED By: /s/ J. Xxxxxxx Xxxxxxx Name: J. Xxxxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer Agreed and Accepted this ___ day of October, 2010: CYAN PARTNERS, LP, as Administrative Agent By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Each Guarantor acknowledges and agrees to each Security Document the foregoing provisions of this Agreement and shall constitute Obligations thereunderto the incurrence of the Incremental Term Loans to be made pursuant thereto. ENDEAVOUR INTERNATIONAL CORPORATION, as a Guarantor By: /s/ J. Xxxxxxx Xxxxxxx Name: J. Xxxxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer ENDEAVOUR ENERGY NORTH SEA LLC, as a Guarantor By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President — Finance ENDEAVOUR ENERGY NORTH SEA, L.P., as a Guarantor By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President — Finance ENDEAVOUR OPERATING CORPORATION, as a Guarantor By: /s/ J. Xxxxxxx Xxxxxxx Name: J. Xxxxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer ENDEAVOUR INTERNATIONAL HOLDING B.V., as a Guarantor By: /s/ J. Xxxxxxx Xxxxxxx Name: J. Xxxxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer ENDEAVOUR ENERGY NETHERLANDS B.V., as a Guarantor By: /s/ J. Xxxxxxx Xxxxxxx Name: J. Xxxxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer ENDEAVOUR ENERGY NEW VENTURES INC., as a Guarantor By: /s/ J. Xxxxxxx Xxxxxxx Name: J. Xxxxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer END MANAGEMENT COMPANY, as a Guarantor By: /s/ J. Xxxxxxx Xxxxxxx Name: J. Xxxxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer 1. Name of Incremental Term Loan Borrower: Endeavour Energy UK Limited

thereof. Each In addition, Borrower shall immediately notify Agent, the Lenders and the Institutional Lenders when it receives any notice pursuant to Section 10.3 of the Incremental Term Loan LendersEnergy Services Agreement. If a closure of the Steam Host’s plant seems in Agent’s, any Co-Agent’s or Institutional Agent’s judgment to be reasonably likely, then Borrower shall promptly formulate a plan to maintain the Borrower, Holdings, Qualifying Cogeneration Facility status of the MLP Rova I Facility and the Administrative Rova II Facility, which shall be subject to approval by Agent, each Co-Agent acknowledges and agrees Institutional Agent, and upon receipt of all such approvals necessary in connection therewith Borrower shall diligently implement such plan; provided, however that in the event the EWG Approvals are obtained by the Required EWG Approval Date and are in full force and effect, final (other than in respect of the EWG Determination), are not subject to appeal and are not subject to any challenge or proceeding, then Borrower shall not have to formulate such a plan for the Rova I Facility. No funds shall be distributed pursuant to Section 6.1(c) (xi) hereof from such time as Borrower has given (or should have given) the notice referred to above until Agent, Co-Agents, Institutional Agent and Borrower mutually agree as to the amounts needed to be expended and reserved to implement such plan, and funds otherwise available to Borrower under said Section shall be expended and reserved as so agreed upon. Funds available pursuant to Sections 5.6 and 10.3 of the Energy Services Agreement shall also be available for implementing the aforesaid plan. Borrower shall not notify Steam Host of the EWG Effective Date pursuant to Section 2.4(a) of the Energy Services Agreement without first obtaining the written consent of the Majority Lenders. Provided that the Incremental Term Loan Commitments provided EWG Approvals have been obtained by the Required EWG Approval Date and are in full force and effect, are final (other than in respect of the EWG Determination), are not subject to appeal and are not subject to any challenge or proceeding, then (i) on or within five days of the EWG Approval Date Borrower shall notify Steam Host pursuant to this Section 2.4(a) of the Energy Services Agreement shall be designated as that the “Term B-3-C Loans” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date EWG Status Conditions Precedent (as defined below). Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(cEnergy Services Agreement) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction of the conditions precedent set forth in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement have been satisfied and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Rova I Commercial Operations Date Borrower shall, upon obtaining prior written consent thereto from the Majority Lenders, notify Steam Host that the EWG Effective Date, Date is the day after the Rova I Commercial Operations Date and shall provide Agent with the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing Steam Host’s confirmation of such notification within five days of the Incremental Term Loans on the Agreement Effective Rova I Commercial Operations Date. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder.155

thereof. Each of the Incremental Term Loan LendersLender, the Borrower, Holdings, the MLP Borrower and the Administrative Agent acknowledges acknowledge and agrees agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated constitute Incremental Commitments and, upon the Agreement Effective Date (as hereinafter defined), the “Term B-3-C Loans” and Incremental Commitment of each Incremental Lender shall constitute an increase become, or in the Term B-3 Loans outstanding prior case of an existing Lender, shall be added to (and thereafter become a part of), the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Commitment of such Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit AgreementLender. Each Incremental Term Loan Lender Lender, the Borrower and the Borrower Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive from the Borrower such upfront fees, and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting with the Borrower and the Administrative Agent, all of which fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below)Commitment provided pursuant to this Agreement. Each Incremental Term Loan Lender party to this Agreement, to the extent not already a party to the Revolving Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Assignee, (ii) confirms that it has received a copy of the Revolving Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Revolving Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Revolving Credit AgreementAgreement and the other Credit Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Revolving Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Revolving Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (vvi) in the case of each lending institution Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Certificate Re: Non-Bank Status referred to in Section 5.04(c2.19(d)(ii) of the Revolving Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Revolving Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Lender, the Administrative Agent, each Issuing Bank, the Swing Line Lender, the Borrower and each Guarantor Subsidiary, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of the any other conditions precedent set forth in Section 9 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Revolving Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Revolving Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term all Revolving Loans made pursuant thereto. By acknowledging this , and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Pledge and Security Agreement, each Credit Party hereby the other Collateral Documents and the Guaranty. Each Guarantor Subsidiary acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided therein and in the Revolving Credit Agreement and (ii) be entitled to the benefits of the Credit Documents as, and to the extent, provided therein and in the Revolving Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ii) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement certifying that the conditions set forth in clause (i) of the Guaranty definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). [Attached hereto as Annex III [is an opinion] [are opinions] of [insert name or names of counsel, including in-house counsel, who will be delivering opinions], counsel to the respective Credit Parties, delivered pursuant to clause (iv) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement.] [Attached hereto as Annex IV are true and correct copies of officers’ certificates, board of director resolutions and good standing certificates of the Credit Parties required, and as requested by the Administrative Agent, to be delivered pursuant to clause (v) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement.] You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Incremental Commitments set forth in this Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Party Documents pursuant to Section 10.5 of the Revolving Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Revolving Credit Agreement, the terms of the Revolving Credit Agreement shall constitute guaranteed Obligations control. Very truly yours, [NAME OF EACH INCREMENTAL LENDER] By Name: Title Agreed and (ii) Accepted this day of ,201 : ALLIED SPECIALTY VEHICLES, INC., as Borrower By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: Name: Title: By: Name: Title: [NAME OF EACH ISSUING BANK], as [an] [the] Issuing Bank By: Name: Title: [NAME OF SWING LINE LENDER], as Swing Line Lender By: Name: Title: Each Guarantor Subsidiary acknowledges and agrees to each Security Document the foregoing provisions of this Incremental Commitment Agreement and shall constitute Obligations thereunder.to the incurrence of the Revolving Loans to be made pursuant thereto. [EACH GUARANTOR SUBSIDIARY], as a Guarantor Subsidiary By: Name: Title: Dated as of , 201

thereof. Each of the Incremental Term Loan LendersLender, the Borrower, Holdings, the MLP Company and the Administrative Agent acknowledges acknowledge and agrees agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as constitute Incremental Term Loan Commitments of the “Term B-3-C Loans” and shall constitute an increase respective Tranche specified in Annex I attached hereto and, upon the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the incurrence of Incremental Term Loans will collectively comprise a single Tranche of pursuant to such Incremental Term B-3 Loans. The Loan Commitments, shall constitute Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans under such specified Tranche for all purposes under of the Credit AgreementAgreement and the other applicable Loan Documents. Each Incremental Term Loan Lender Lender, Company and the Borrower Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive from Company such upfront fees, unutilized commitment fees and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting with Company and Administrative Agent, all of which fees shall be due and payable to such Incremental Term Loan Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below)Commitment provided pursuant to this Agreement. Each Incremental Term Loan Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Assignee, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iiiiv) appoints and authorizes the Administrative Agent and Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent and Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, Lender and (vvi) in the case of each lending institution Incremental Term Loan Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Certificate re Non-Bank Status referred to in Section 5.04(c2.7B(iii) of the Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by Company under the Credit Agreement and the other Credit Loan Documents. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Term Loan Lender, Administrative Agent, Company and each Subsidiary Guarantor, (ii) the delivery to Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of the any other conditions precedent set forth in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit applicable Loan Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower Company acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any all Incremental Term Loans made pursuant thereto, and (ii) all such Obligations (including all such Incremental Term Loans) shall be entitled to the benefits of the Collateral Documents and the Subsidiary Guaranty to the extent set forth therein. By acknowledging this Agreement, each Credit Party hereby Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and all Incremental Term Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Subsidiary Guaranty to the extent set forth therein and constitute “Guarantied Obligations” thereunder and (ii) be entitled to the benefits of the Loan Documents to the extent set forth therein. Attached hereto as Annex II is the officers’ certificate required to be delivered pursuant to clause (iii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement certifying that the conditions set forth in clauses (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). [Attached hereto as Annex III is each Security Document technical amendment, modification and/or supplement to the Collateral Documents required to be delivered pursuant to clause (v) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement.37] Attached hereto as Annex [[III] [IV]] [is an opinion] [are opinions] of [insert name or names of counsel, including in-house counsel, who will be delivering opinions], counsel to the Loan Parties, delivered as required pursuant to clause (vi) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. Attached hereto as Annex [[IV] [V]] are officers’ certificates, board of director resolutions and evidence of good standing of Company and each other Loan Party required to be delivered pursuant to clause (vii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. Attached hereto as Annex [[V] [VI]] is evidence demonstrating that the full amount of the Loans to be made under the Incremental Term Loan Commitments (assuming the full utilization thereof) may be incurred without violating the terms of material Indebtedness of Company and its Subsidiaries (including, without limitation, the 2009 Senior Notes) as required to be delivered pursuant to clause (viii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall constitute Obligations thereunder.be deemed canceled. After the execution and delivery to Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Loan Documents pursuant to Section 10.6 of the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control. 37 Delete if not applicable. Some states require amendments to Mortgages to cover Incremental Term Loans. Very truly yours, [NAME OF EACH INCREMENTAL TERM LOAN LENDER] By Name: Title Agreed and Accepted this day of , : ALLIANCE HEALTHCARE SERVICES, INC. By: Name: Title: CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent By: Name: Title: By: Name: Title: Each Subsidiary Guarantor acknowledges and agrees to each the foregoing provisions of this Incremental Term Loan Commitment Agreement and to the incurrence of the Incremental Term Loans to be made pursuant thereto. [EACH SUBSIDIARY GUARANTOR], as a Guarantor By: Name: Title: 1. Name of Borrower: Alliance HealthCare Services, Inc.

thereof. Each The written consent of the Incremental Term Loan LendersAgent, and, prior to the occurrence of an Event of Default, the BorrowerBorrower (which consent, Holdingsin each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender under this Agreement, a lender under the MLP and 364-Day Credit Agreement or an affiliate of such a Lender or lender. In addition, (a) the written consent of the Administrative Agent acknowledges and agrees that under the Incremental Term Loan Commitments provided pursuant to this 364-Day Credit Agreement shall be designated as the “Term B-3-C Loans” and required (which consent shall constitute an increase in the Term B-3 Loans outstanding not be unreasonably withheld or delayed) prior to any assignment becoming effective with respect to a Purchaser which is either not a lender under the date hereof 364-Day Credit Agreement or an affiliate thereof or a financial institution with a short-term commercial paper rating of at least A+/P-1 or A-1/P-1 and (b) without the “Existing Term Loans”) prior written consent of Windmill, no assignment of any obligation of the Liquidity Provider or Enhancer to purchase loans from Windmill shall be permitted hereunder. The applicable assignment agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Advances and other rights and obligations under the Facility Loan Documents and the Existing Term Loans Note under the applicable assignment agreement are "plan assets" as defined under ERISA and that the Incremental Term Loans rights and interests of the Purchaser in and under the Facility Loan Documents will collectively comprise not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a single Tranche of Term B-3 Loans. The Incremental Term Loans Lender, shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). Each Incremental Term Loan a Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Facility Loan Documents as are delegated to the Administrative Agent executed by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, Lenders and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction of the conditions precedent set forth in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have all the rights and obligations of a Lender thereunder and under the other Credit Facility Loan Documents. The Incremental Term Loans , to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be made available in a single drawing on required to release the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be liable for all Obligations Seller with respect to the Incremental Term Loan Commitments provided hereby includingpercentage of the Commitment and Advances assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each the Agent shall give notice to the Agent under the 364-Day Credit Party hereby agrees that all Obligations Agreement of such assignment and the applicable commitment and notice information with respect to Incremental Term the Purchaser. Upon any permitted assignment of any Lender's rights or obligations hereunder or under the Note, references herein and in all other Facility Loan Commitments Documents to "Lender" or "Lenders" (or to any specific Lender) shall be entitled references to the benefits of (i) the Guaranty specific Lender or Lenders and any permitted assignee of such Credit Party Lender or Lenders, as the applicable Lender's and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunderits assignee's respective interests may appear.

thereof. Each Notwithstanding anything to the contrary contained in the Credit Agreement or any other Credit Document, the Banks hereby agree that each of the Incremental Term Loan LendersSecurity Documents may be amended, the Borroweror amended and restated, Holdings, the MLP in form and substance reasonably satisfactory to the Administrative Agent acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as the “Term B-3-C Loans” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical Syndication Agent to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such fees, if anyprovide, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon security for the Agreement Effective Date (as defined below). Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement Borrower's and the other Credit Documents, together with copies Parties' obligations under or in respect of the financial statements referred New Money Credit Agreement, a first priority lien on the Collateral, which lien shall be superior to therein the existing lien in favor of the Collateral Agent on behalf of the existing Secured Creditors pursuant to the Security Documents (as in effect on the date hereof) (it being understood and agreed that except to create a first priority lien in favor of the lenders under the New Money Credit Agreement, the Security Documents will be unchanged and after giving effect to such amendment or amendment and restatement, the Collateral Agent will hold all Collateral for the benefit of the lenders under the New Money Credit Agreement (on a first priority basis) and the existing Secured Creditors (on a second priority basis). In addition, the Banks hereby agree that the Collateral Agent may enter into any such other documents and information as it has deemed documentation necessary or appropriate to make its own credit analysis and decision to enter into this Agreement and, effect the foregoing. Notwithstanding anything to the extent applicablecontrary contained in this Amendment, the Credit Agreement or any other Credit Document, the Banks hereby agree that (i) no additional extensions of credit to become the Borrower secured by any liens on the Collateral superior to the existing liens in favor of the Collateral Agent on behalf of the existing Secured Creditors pursuant to the Security Documents shall be permitted without the consent of each Bank (other than a Lender under Defaulting Bank) and (ii) the maturity date of the New Money Credit Agreement shall not be extended without the consent of those Non-Defaulting Lenders constituting the Required Banks under, and as defined in the Credit Agreement, (ii) agrees that it will, independently and without reliance upon if the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue percentage "50%" contained therein was changed to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction of the conditions precedent set forth in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder"66-2/3%".

thereof. Each of the Incremental Term Loan LendersLender, the Borrower, Holdings, the MLP Borrower and the Administrative Agent acknowledges acknowledge and agrees agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated constitute Incremental Commitments and, upon the Agreement Effective Date (as hereinafter defined), the “Term B-3-C Loans” and Incremental Commitment of each Incremental Lender shall constitute an increase become, or in the Term B-3 Loans outstanding prior case of an existing Lender, shall be added to (and thereafter become a part of), the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Commitment of such Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit AgreementLender. Each Incremental Term Loan Lender Lender, the Borrower and the Borrower Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive from the Borrower such upfront fees, and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting with the Borrower and the Administrative Agent, all of which fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below)Commitment provided pursuant to this Agreement. Each Incremental Term Loan Lender party to this Agreement, to the extent not already a party to the Revolving Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Assignee, (ii) confirms that it has received a copy of the Revolving Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Revolving Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Revolving Credit AgreementAgreement and the other Credit Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Revolving Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Revolving Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (vvi) in the case of each lending institution Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Certificate Re: Non-Bank Status referred to in Section 5.04(c2.19(d)(ii) of the Revolving Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Revolving Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Lender, the Administrative Agent, each Issuing Bank, the Swing Line Lender, the Borrower and each Guarantor Subsidiary, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of the any other conditions precedent set forth in Section 9 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Revolving Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Revolving Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term all Revolving Loans made pursuant thereto. By acknowledging this , and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Pledge and Security Agreement, each Credit Party hereby the other Collateral Documents and the Guaranty. Each Guarantor Subsidiary acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided therein and in the Revolving Credit Agreement and (ii) be entitled to the benefits of the Credit Documents as, and to the extent, provided therein and in the Revolving Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ii) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement certifying that the conditions set forth in clause (i) of the Guaranty definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). Attached hereto as Annex III are true and correct copies of officers’ certificates, board of director resolutions and good standing certificates of the Credit Parties required, and as requested by the Administrative Agent, to be delivered pursuant to clause (v) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on December 21, 2017. If you do not so accept this Agreement by such time, our Incremental Commitments set forth in this Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Party Documents pursuant to Section 10.5 of the Revolving Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Revolving Credit Agreement, the terms of the Revolving Credit Agreement shall constitute guaranteed Obligations control. Very truly yours, ALLY BANK, as Administrative Agent, Issuing Bank, Swing Line Lender and Incremental Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Authorized Signatory BMO XXXXXX BANK N.A., as Issuing Bank and Incremental Lender By: /s/ Xxxxxxxx XxXxxxx Name: Xxxxxxxx XxXxxxx Title: Vice President U.S. BANK NATIONAL ASSOCIATION, as Incremental Lender By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President SUMITOMO MITSUI BANKING CORPORATION, as Incremental Lender By: /s/ Hitoshi Ryoji Name: Hitoshi Ryoji Title: Managing Director ING CAPITAL LLC, as Incremental Lender By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director By: /s/ Xxxxx X. XxXxxxxx Name: Xxxxx X. XxXxxxxx Title: Director SIGNATURE BANK, as Incremental Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President Signature Page to Incremental Commitment Agreement XXXXXXX BUSINESS CREDIT CORPORATION, as Incremental Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President BRANCH BANKING AND TRUST COMPANY, as Incremental Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President JPMORGAN CHASE BANK, N.A., as Incremental Lender By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: Authorized Officer Signature Page to Incremental Commitment Agreement Agreed and Accepted this 22nd day of December, 2017: REV GROUP, INC., as Borrower By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Treasurer & Chief Financial Officer Signature Page to Incremental Commitment Agreement Each Guarantor Subsidiary acknowledges and agrees to each the foregoing provisions of this Incremental Commitment Agreement and to the incurrence of the Revolving Loans to be made pursuant thereto. CAPACITY OF TEXAS, INC. CHAMPION BUS, INC. XXXXXXX BUS CORPORATION XXXXXXX I HOLDING CORP. XXXXXXX INDUSTRIES, INC. COMPRESSED AIR SYSTEMS, INC.* REVABILITY, INC. ELDORADO NATIONAL (ii) each Security Document and shall constitute Obligations thereunderCALIFORNIA), INC. ELDORADO NATIONAL (KANSAS), INC. E-ONE, INC. XXXXXXX FIRE APPARATUS, INC. XXXXXXX FIRE APPARATUS HOLDING COMPANY, INC. FFA ACQUISITION COMPANY, INC. FFA HOLDCO, INC. GENERAL COACH AMERICA, INC. GOLDSHIELD FIBERGLASS, INC. GOSHEN COACH INC. HALCORE GROUP, INC. XXXXXX ENTERPRISES, INC. KME GLOBAL, LLC KME HOLDINGS, LLC KME RE HOLDINGS, LLC XXXXXXX MOBILE EQUIPMENT CORP. MOBILE PRODUCTS, INC. REV AMBULANCE GROUP ORLANDO, INC. REV FINANCIAL SERVICES LLC REV INSURANCE SOLUTIONS LLC REV PARTS, LLC REV RECREATION GROUP, INC. REV RECREATION GROUP FUNDING, INC. REV RENEGADE LLC REV RENEGADE HOLDINGS CORP. REV RTC, INC., as a Guarantor Subsidiary By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Treasurer & Chief Financial Officer ________________ * A Pennsylvania corporation with entity number 2886396. Signature Page to Incremental Commitment Agreement

thereof. Each of the Incremental Term Loan LendersLender, the Borrower, Holdings, the MLP Borrower and the Administrative Agent acknowledges acknowledge and agrees agree that the Incremental Term Loan Commitments Commitment(s) provided pursuant to this Agreement shall be designated as constitute an Incremental Commitment(s) of the “Term B-3-C Loans” and respective Tranche specified in Annex I attached hereto and, upon the incurrence of Loans pursuant to such Incremental Commitments, shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single under such specified Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under of the Credit AgreementAgreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each Incremental Term Loan Lender it pursuant to this Agreement, each such Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in equal to that amount set forth opposite its name on Annex I attached hereto, which fees upfront fee shall be due and payable to each such Incremental Term Loan Lender upon the Agreement Effective Date (as defined referred to below)) or as otherwise specified in said Annex I. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Credit Documents, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) prescribed by the Internal Revenue Service of the Credit Agreement United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Lenders, the Administrative Agent, the Borrower, and each Guarantor, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the any conditions precedent set forth in Section 9 8 of Annex I hereto (such date, the “"Agreement Effective Date”"), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement and/or to increase its Revolving Loan Commitment, as provided in this Agreement, in each case, on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments Commitment(s) provided hereby including, without limitation, any Term Loans made pursuant theretothereto and (ii) all such Obligations (including any such Loans) shall be entitled to the benefits of the Security Documents. By acknowledging this Agreement, each Credit Party hereby Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments Commitment(s) provided hereby and any Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the respective Guaranty in accordance with the terms and provisions thereof and (ii) be entitled to the benefits of the Security Documents. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on December 2, 2002. If you do not so accept this Agreement by such time, our Incremental Commitment(s) set forth in this Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (iincluding by way of counterparts and by facsimile transmission) by the Guaranty parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of such Credit Party Documents pursuant to Section 13.12 of the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall constitute guaranteed Obligations control. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Steven P. Lepham --------------------------------- Name: Steven P. Lepham Title: Director Agreed and Accepted this 2nd day of December, 2002: AMERISTAR CASINOS, INC. By: /s/ Gordon R. Kanofsky -------------------------------------- Name: Gordon R. Kanofsky Xxxxx: Xxxxxxxxx Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS (iif/k/a Bankers Trust Company), as Administrative Agent By: /s/ Steven P. Lepham -------------------------------------- Name: Steven P. Lepham Xxxxx: Xxxxxxxx Each Guarantor acknowledges and agrees to the foregoing provisions of this Incremental Commitment Agreement, specifically including the acknowledgments and agreements made by it pursuant to the eighth paragraph of the Incremental Commitment Agreement. AMERISTAR CASINO VICKSBURG, INC., AMERISTAR CASINO COUNCIL BLUFFS, INC., CACTUS PETE'S, INC., A.C. FOOD SERVICES, INC., AMERISTAR CASINO ST. LOUIS, INC., AMERISTAR CASINO KANSAS CITY, INC., AMERISTAR ST. CHARLES, INC., AMERISTXX XXXXNO LAS VEGAS, INC. each as a Guarantor By: /s/ Gordon R. Kanofsky -------------------------------------- Name: Gordon R. Kanofsky Xxxxx: Xxxx Xxxsident ANNEX I TO INCREMENTAL COMMITMENT AGREEMENT DATED December 2, 2002 TERMS AND CONDITIONS FOR INCREMENTAL COMMITMENT AGREEMENT 1. INCREMENTAL COMMITMENTS Amount of New Term Loan Amount of Amount of A Amount of B Tranche Revolving Term Loan Term Loan (Tranche Loan Name of Incremental Lender Commitment Commitment __) each Security Document Commitment Upfront Fee ---------------------------- ----------- ------------ ---------- ---------- ----------- Deutsche Bank Trust Company Americas $100,000,000 Total $100,000,000 N/A ----------- ------------ ---------- ---------- ----------- 2. Designation of Tranche of Incremental Term Loan Commitments (and shall constitute Obligations Incremental Term Loans to be funded thereunder): B Term Loan Tranche.

thereof. Each of the Incremental Term Loan LendersRevolving Lender, the Borrower, Holdings, the MLP Borrowers and the Administrative Agent acknowledges acknowledge and agrees agree that the Incremental Term Loan Revolving Commitments provided pursuant to this Agreement shall be designated constitute Incremental Revolving Commitments and, upon the Agreement Effective Date (as hereinafter defined), the “Term B-3-C Loans” and Incremental Revolving Commitment of each Incremental Revolving Lender shall constitute an increase become, or in the Term B-3 Loans outstanding prior case of an existing Revolving Lender, shall be added to (and thereafter become a part of), the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Revolving Loan Commitment of such Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit AgreementRevolving Lender. Each Incremental Term Loan Lender Revolving Lender, the Borrowers and the Borrower Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Revolving Commitment provided by each Incremental Term Loan Revolving Lender pursuant to this Agreement, each such Incremental Term Loan Revolving Lender shall receive from Borrowers such upfront fees, unutilized commitment fees and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting with Borrowers and acknowledged by the Administrative Agent, all of which fees shall be due and payable to such Incremental Revolving Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below)Revolving Commitment provided pursuant to this Agreement. Each Incremental Term Loan Revolving Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Transferee, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (v) in the case of each lending institution Incremental Revolving Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described referred to in Section 5.04(c2.17(e) of the Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrowers under the Credit Agreement and the other Credit Loan Documents. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Revolving Lender, the Administrative Agent, the Borrowers and each Subsidiary Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of the any other conditions precedent set forth in Section 9 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Revolving Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (ix) shall be obligated to make the Incremental Term Revolving Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and in this Agreement and (iiy) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit applicable Loan Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Each Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Revolving Commitments provided hereby including, without limitation, any Term all Revolving Loans made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Security Documents. By acknowledging this Agreement, each Credit Party hereby Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Revolving Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guarantee Agreement as, and to the extent, provided in the Credit Agreement and (ii) be entitled to the benefits of the Loan Documents as, and to the extent, provided therein and in the Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement certifying that the conditions set forth in clause (i) of the Guaranty definition of “Incremental Loan Commitment Requirements” appearing in Section 1.1 of the Credit Agreement have been satisfied. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on [ , 20 ]. If you do not so accept this Agreement by such time, our Incremental Revolving Commitments set forth in this Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Loan Documents pursuant to Section 11.1 of the Credit Party Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall constitute guaranteed Obligations control. Very truly yours, [NAME OF EACH INCREMENTAL REVOLVING LENDER] By Title Agreed and (ii) Accepted this day of , : GENON ENERGY, INC., as a Borrower By: Name: Title: GENON AMERICAS, INC., as a Borrower By: Name: Title: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: Each Guarantor acknowledges and agrees to each Security Document the foregoing provisions of this Incremental Revolving Commitment Agreement and shall constitute Obligations thereunder.to the incurrence of the Revolving Loans to be made pursuant thereto. [EACH GUARANTOR], as a Guarantor By: Name: Title:

thereof. [Each of the Incremental Term Loan Lenders, the Borrower, Holdings, the MLP and the Administrative Agent acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as the “Term B-3-C Loans” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental Term Extending Revolving Loan Lender and the Borrower further agree agrees that, with respect to the Incremental Term Extending Revolving Loan Commitments provided by each Incremental Term Loan Lender it pursuant to this Agreement, each Incremental Term such Extending Revolving Loan Lender shall receive such fees, if any, as are specified in an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). .] Each Incremental Term Extending Revolving Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) prescribed by the Internal Revenue Service of the Credit Agreement United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction execution of a counterpart of this Agreement by the conditions precedent set forth in Section 9 of Annex I hereto (such dateAdministrative Agent and the Borrower, the “Agreement Effective Date”delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by fax) hereof and the payment of any fees [(including, without limitation, the upfront fees payable pursuant to the immediately preceding paragraph)] required in connection herewith, each Incremental Term Extending Revolving Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment shall become (or remain) a Lender pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) and, to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available You may accept this Agreement by signing the enclosed copies in a single drawing on the Agreement Effective Datespace provided below, and returning one copy of same to us before the Incremental Term close of business on , . If you do not so accept this Agreement by such time, your Extending Revolving Loan Commitments provided pursuant to set forth in this Agreement shall expire upon be deemed cancelled. After the borrowing execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Incremental Term Loans on the Agreement Effective DateCredit Agreement. The Borrower acknowledges Very truly yours, [NAME OF LENDER] By Name: Title: Agreed and agrees that it shall be liable for all Obligations with respect to the Incremental Term Accepted this ___day of , ___: AMERISTAR CASINOS, INC. By: Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: Name: Title: By: Name: Title: 1. Non-Extending Revolving Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Commitment and Extending Revolving Loan Commitments shall be entitled to the benefits Commitment Amounts: Amount of Converting Non-Extending Amount of Extending Revolving Loan Revolving Loan Name of Lender Commitment (iif any) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder.Commitment Upfront Fee Total

thereof. Each of the Incremental Term Loan LendersBarclays, the Borrower, Holdings, the MLP Borrower and the Administrative Agent acknowledges acknowledge and agrees agree that the Incremental Term Loan Commitments Revolving Commitment provided pursuant to this Agreement shall be designated as the constitute a “Term B-3-C LoansRevolving Commitment” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under of the Credit Agreement. Each Incremental Term Loan Lender Agreement and the other applicable Loan Documents. Barclays, the Borrower and the Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Facility provided hereby, Barclays shall be entitled to receive from the Borrower such upfront fees as may be separately agreed to in writing between the Borrower and Barclays (in addition to the fees owing by each Incremental Term Loan Lender the Borrower pursuant to this Section 2.14(b) through (d) of the Credit Agreement). Furthermore, each Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon of the Agreement Effective Date (as defined below). Each Incremental Term Loan Lender party parties to this Agreement hereby agree (i) to the terms set forth on Annex I hereto in respect of the Incremental Facility, (ii) that the Incremental Revolving Commitment, and the Revolving Loans funded thereunder, shall be on the same terms and conditions as the Revolving Commitments and Revolving Loans under the Credit Agreement and (iii) Schedule II-A to the Credit Agreement is hereby amended to add a Revolving Commitment for Barclays in the amount of $20,000,000. Barclays hereby (i) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iii) appoints and irrevocably authorizes the Administrative Agent to take such action as agent on its behalf under this Agreement, the other Loan Documents and any other instruments and agreements referred to therein and to exercise such powers under the Credit Agreement and the other Credit Documents to perform such duties thereunder as are specifically delegated to or required of the Administrative Agent by the terms thereof, together with thereof and such other powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, Lender and (v) in the case of each lending institution organized under the laws of Barclays is a jurisdiction outside the United StatesForeign Lender, attaches the applicable forms described and/or certificates referred to in Section 5.04(c2.20(g) of the Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from from, or a reduction of, United States withholding taxes with respect to all payments to be made to it by the Borrower under the Credit Agreement and the other Credit DocumentsLoan Documents (except in respect of any U.S. federal withholding Taxes imposed under FATCA). Upon the date of (i) the execution of a counterpart of this Agreement by Barclays, the Administrative Agent, the Borrower and each Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other form of electronic transmission permitted under the Credit Agreement) hereof, (iii) the payment of any fees then earned, due and payable in connection herewith and (iv) the satisfaction (or waiver in writing) of the any other conditions precedent set forth in Section 9 4 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement Barclays (ia) shall be obligated to make the Incremental Term fund Revolving Loans provided to be made by it it, and participate in Letters of Credit and Swingline Loans required to be participated in by it, in each case as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and in this Agreement, and (iib) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit applicable Loan Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing Each of the Incremental Term Loans on the Agreement Effective Date. The Borrower and each Guarantor acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Facility created hereunder and (ii) all such Obligations (including the Revolving Loans) shall constitute (and be included in the definition of) “Secured Obligations” under the Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall Agreement and be entitled to the benefits of the respective Collateral Documents and the Guaranty Agreement as, and to the extent, provided in the Credit Agreement and in such other Loan Documents. Attached hereto as Annex II is the officer’s certificate required pursuant to Section 2.24(a) of the Credit Agreement certifying as to compliance with clauses (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and ), (ii) and (iii) of such Section and containing the calculations (in reasonable detail) required by such clause (ii) thereof. The Borrower may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to Barclays and one copy to the Administrative Agent before the close of business on December 6, 2012. If the Borrower does not so accept this Agreement by such time, the obligations of Barclays to provide the Incremental Facility set forth in this Agreement shall be deemed canceled and of no force or effect. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Loan Documents pursuant to Section 10.2 of the Credit Agreement. Very truly yours, BARCLAYS BANK PLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President Agreed and Accepted as of the date first written above: ENCORE CAPITAL GROUP, INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Vice President, Chief Financial Officer and Treasurer Agreed and Accepted as of the date first written above: SUNTRUST BANK, as Administrative Agent, Issuing Bank and Swingline Lender By: /s/ Xxxxxxx X’Xxxxx Name: Xxxxxxx X’Xxxxx Title: Director Each Guarantor acknowledges and agrees to each Security Document the foregoing provisions of this Incremental Facility Agreement and shall constitute to the establishment of the Incremental Facility and the Obligations thereunder.incurred related thereto. MIDLAND CREDIT MANAGEMENT, INC. MIDLAND FUNDING LLC MIDLAND PORTFOLIO SERVICES, INC. MIDLAND FUNDING NCC-2 CORPORATION MIDLAND INTERNATIONAL LLC MRC RECEIVABLES CORPORATION PROPEL ACQUISITION, LLC By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: President MIDLAND INDIA LLC By: /s/ Xxxxx X. Syran Name: Xxxxx X. Syran Title: President

thereof. Each of the Incremental Term Loan Lenders, the Borrower, Holdings, the MLP Additional Lender and the Administrative Agent acknowledges Borrower acknowledge and agrees agree that the Incremental Term Loan Additional Commitments provided pursuant to this Agreement shall be designated constitute Additional Commitments (as the “Term B-3-C Loans” specified in Annex I attached hereto) under, and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under as defined in, the Credit Agreement. Each Incremental Term Loan Additional Lender and the Borrower further agree that, with respect to the Incremental Term Loan Additional Commitments provided by each Incremental Term Loan Additional Lender pursuant to this Agreement, each Incremental Term Loan such Additional Lender shall receive such fees, if any, as are specified in an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which fees upfront fee shall be due and payable to each Incremental Term Loan such Additional Lender upon on the date on which the Additional Commitments to be made pursuant to this Agreement Effective Date (as defined below)become effective in accordance with the terms hereof. Each Incremental Term Loan Additional Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c4.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon (w) the execution of a counterpart of this Agreement by such Additional Lenders, the Administrative Agent and the Borrowers, (x) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (y) the payment of any fees (including, without limitation, the upfront fees payable pursuant to the immediately preceding paragraph) required in connection herewith and (z) the satisfaction of the any other conditions precedent set forth in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”)below, each Incremental Term Loan Additional Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to provide the Additional Commitments, and make Revolving Loans pursuant to Section 1.01(a) of the Incremental Term Loans provided to be made by it Credit Agreement as provided in this the Credit Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement, and, to the extent applicable, shall become a Lender pursuant to the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to effective date of this Agreement shall expire upon be the borrowing of the Incremental Term Loans date on the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of which (i) the Guaranty of such Credit Party parties hereto execute this Agreement and shall constitute guaranteed Obligations and deliver same to the Administrative Agent at the Notice Office, (ii) each Security Document all fees required to be paid in connection herewith have been paid and (iii) the conditions precedent set forth on Annex II attached hereto have been satisfied, which date shall constitute Obligations thereunderbe no later than ___ [insert a date on or prior to the 20th Business Day after the date hereof]. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on . If you do not so accept this Agreement by such time, our Additional Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, [NAME OF LENDER] By: Name: Title: Agreed and Accepted this ___day of , ___: TRIZEC HOLDINGS OPERATING LLC By: Trizec Properties, Inc., its sole managing member By: Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: Name: Title: By: Name: Title: Total [Date] Deutsche Bank Trust Company Americas, as Administrative Agent for the Lenders party to the Amended and Restated Credit Agreement referred to below 90 Xxxxxx Xxxxxx, 5th Floor Jersey City, NJ 07302 Attention: Real Estate Loan Operation and Each of the Lenders party to the Credit Agreement referred to below This COMPLIANCE CERTIFICATE (this “Certificate”) is delivered pursuant to that certain Amended and Restated Credit Agreement, dated as of October 31, 2005, among Trizec Holdings Operating LLC (the “Borrower”), Trizec Properties, Inc. (“Trizec”), the lenders from time to time party thereto (the “Lenders”) and Deutsche Bank Trust Company Americas, as Administrative Agent (in such capacity, the “Administrative Agent”) (such Credit Agreement, as in effect on the date of this Certificate, being herein called the “Credit Agreement”). Capitalized terms not defined herein shall have the same meanings ascribed thereto in the Credit Agreement.

thereof. Each of the Incremental Term Loan Lenders, the Borrower, Holdings, the MLP and the Administrative Agent acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as the “Term B-3-C Loans” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental Term Loan Lender Bank and the Borrower further acknowledge and agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each such Incremental Term Loan Lender Bank pursuant to this Agreement, each such Incremental Term Loan Lender Bank shall receive such fees, if any, as are specified in an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which fees upfront fee shall be due and payable to each such Incremental Term Loan Lender upon Bank on the Agreement Effective Date (as defined below)effective date of this Agreement. Exhibit M Each Incremental Term Loan Lender party Bank, to this Agreement the extent that it is not already a Bank under the Credit Agreement, (i) confirms that it is an Eligible Transferee, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender Bank under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a LenderBank, and (vvi) in the case of each lending institution such Incremental Term Loan Bank organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c4.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction of the conditions precedent set forth in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loans shall be fully secured pursuant to the Security Documents in accordance with the terms and provisions thereof. Each Guarantor acknowledges and agrees that all Obligations with respect to Incremental Term Loans shall be fully guaranteed pursuant to the relevant Guaranty in accordance with the terms and provisions thereof and shall be fully secured pursuant to the Security Documents in accordance with the terms and provision thereof. The effective date of this Agreement shall be the date on which the parties hereto have executed a counterpart of this Agreement and delivered same to the Administrative Agent at the Notice Office. Incremental Term Loans pursuant to the incremental Term Loan Commitments undertaken pursuant hereto shall be entitled incurred as and subject to the benefits conditions set forth in the definition of Incremental Term Loan Commitment Requirements and the additional conditions set forth in Section 1.15 of the Credit Agreement, including, without limitation, the conditions that (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations all fees required to be paid in connection herewith have been paid and (ii) the conditions precedent set forth in Annex II hereto have been satisfied. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.12 of the Credit Agreement. * * * Exhibit M THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, [NAME OF BANK] By Name: Title: Agreed and Accepted this day of , : CONSOLIDATED CONTAINER COMPANY LLC By: Name: Title: [NAMES OF GUARANTORS]1 By: Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS as Administrative Agent By: Name: Title: By: Name: Title: 1 Insert signature blocks for each Security Document and shall constitute Obligations thereunder.Guarantor. ANNEX I

thereof. Each of the Incremental Term Loan Lenders, the Borrower, Holdings, the MLP and the Administrative Agent acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as the “Term B-3-C Loans” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. [Each Incremental A Term Loan Lender and the Borrower further acknowledge and agree that, with respect to the Incremental A Term Loan Commitments Commitment provided by each such Incremental A Term Loan Lender pursuant to this Agreement, each such Incremental A Term Loan Lender shall receive such fees, if any, as are specified in an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which fees upfront fee shall be due and payable to each such Incremental A Term Loan Lender upon on the Agreement Effective Date (as defined below). effective date of this Agreement.] Each Incremental A Term Loan Lender, to the extent that it is not already a Lender party to this Agreement under the Credit Agreement, (i) confirms that it is an Eligible Transferee, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iiiiv) appoints and authorizes the Syndication Agent, the Documentation Agent, the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Syndication Agent, the Documentation Agent, the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (vvi) in the case of each lending institution such Incremental A Term Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c3.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction of the conditions precedent set forth in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental A Term Loan Commitments Loans made pursuant to an Incremental A Term Commitment shall be entitled secured pursuant to the benefits Pledge Agreement in accordance with the terms and provisions thereof. Each Parent Company acknowledges and agrees that all Obligations with respect to A Term Loans made pursuant to an Incremental A Term Commitment shall be fully guaranteed pursuant to the Subsidiary Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the Pledge Agreement in accordance with the terms and provision thereof. The effective date of this Agreement shall be the date on which (i) the Guaranty parties hereto have executed a counterpart of such Credit Party this Agreement and shall constitute guaranteed Obligations and delivered same to the Administrative Agent at the Notice Office, (ii) each Security Document all fees required to be paid in connection herewith have been paid and (iii) the Incremental Commitment Requirements and all other conditions set forth in the Credit Agreement (including Section 1.15 thereof), which date shall constitute Obligations thereunder.be no later than June 30, 2004. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Incremental A Term Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 11.12 of the Credit Agreement. Very truly yours, [NAME OF LENDER] By Name: Title: Agreed and Accepted this day of , : FAIRPOINT COMMUNICATIONS, INC. By: Name: Title: [NAMES OF OTHER CREDIT PARTIES](1) By: Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: Name: Title:

thereof. Each of the Incremental Term Revolving Lender agreeing to provide an Increased Revolving Loan LendersCommitment pursuant to this Agreement, the Borrower, Holdings, the MLP Borrower and the Administrative Agent acknowledges acknowledge and agrees agree that the Incremental Term Increased Revolving Loan Commitments provided pursuant to this Agreement shall be designated as the “Term B-3-C Loans” shall, from and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon after the Agreement Effective Date (as defined below), constitute “Revolving Loan Commitments” for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Revolving Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, Lender and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United StatesStates that is not currently a Lender under the Credit Agreement, attaches has provided the Administrative Agent with the applicable forms described in Section 5.04(c4.04(d) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction of each of the following conditions precedent set forth in Section 9 at or prior to 5:00 p.m. (New York City time) on August 31, 2012 (the date of Annex I hereto (satisfaction of such dateconditions, the “Agreement Effective Date”), the Increased Revolving Loan Commitment of each Incremental Term Loan Revolving Lender party hereto agreeing to provide an shall become effective and each Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, Revolving Lender shall have the all rights and obligations of a Revolving Lender thereunder pursuant to the Credit Agreement and under the other Credit DocumentsDocuments with respect to its Increased Revolving Loan Commitment: (i) the Administrative Agent shall have received an executed counterpart of this Agreement from each Incremental Revolving Lender, the Administrative Agent, the Swingline Lender, the Issuing Lender, the Borrower and each Guarantor and (ii) each of the actions specified on Annex II hereto shall have been completed. If the conditions set forth in the preceding sentence have not been satisified at or prior to 5:00 p.m. (New York City time) on August 31, 2012, this Agreement shall terminate, the Increased Revolving Loan Commitments of the Incremental Revolving Lenders hereunder shall not become effective and none of the parties hereto shall have any further obligations hereunder. The Incremental Term Loans shall be made available in a single drawing Borrower hereby agrees that on or prior to 90 days after the Agreement Effective DateDate (or such longer period of time as the Administrative Agent shall agree in its reasonable discretion), it shall complete the actions specified on Annex III hereto. The Borrower and each Guarantor each hereby: (i) reaffirms all of its obligations under the Incremental Term Credit Documents after giving effect to the effectiveness of the Increased Revolving Loan Commitments provided pursuant to this Agreement shall expire upon hereby and the borrowing incurrence of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be liable for all any Obligations with respect to the Incremental Term Increased Revolving Loan Commitments provided hereby (including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each thereto and Letters of Credit Party hereby issued thereunder) and (ii) acknowledges and agrees that all Obligations with respect to Incremental Term under the Increased Revolving Loan Commitments (including any such Loans and Letters of Credit) shall be entitled to the benefits of the Security Documents. Attached hereto as Annex IV are executed resolutions of the Borrower authorizing the incurrence of the Increased Revolving Loan Commitments provided hereunder. The Obligations to be incurred pursuant to the Increased Revolving Loan Commitments provided hereunder are not prohibited by the terms of any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument to which the Borrower or any of its Subsidiaries are party (iincluding any such agreement governing Indebtedness). You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on April 27, 2012. If you do not so accept this Agreement by such time, our Increased Revolving Loan Commitments set forth in this Agreement shall be deemed cancelled. This Agreement may be executed by way of counterparts (including by facsimile or email) by the Guaranty of such Credit Party and parties hereto. Upon the Agreement Effective Date, this Agreement shall constitute guaranteed Obligations and (ii) each Security a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.12 of the Credit Agreement (and, for the avoidance of doubt, the provisions of Section 14.08 of the Credit Agreement shall constitute Obligations thereunder.apply to this Agreement). Very truly yours, CITICORP NORTH AMERICA, INC. By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President JPMORGAN CHASE BANK, N.A. By: /s/ Xxxx XxxXxx Name: Xxxx XxxXxx Title: Executive Director ROYAL BANK OF CANADA By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Authorized Signatory XXXXX FARGO BANK, N.A. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director Agreed and Accepted this 24th day of April, 2012: VANGUARD HEALTH HOLDING COMPANY II, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Executive Vice President VANGUARD HOLDING COMPANY II, INC. as Guarantor By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Executive Vice President VANGUARD HEALTH HOLDING COMPANY I, LLC as Guarantor By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Executive Vice President VANGUARD HEALTH SYSTEMS, INC. as Guarantor By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Executive Vice President Abrazo Medical Group Urgent Care, LLC BHS Physicians Alliance for ACE, LLC Central Texas Corridor Hospital Company, LLC Hospital Development of West Phoenix, Inc. XxxXxxx Physicians Group, LLC Vanguard Health Financial Company, LLC Vanguard Health Management, Inc. VHS Acquisition Corporation VHS Acquisition Subsidiary Number 1, Inc. VHS Acquisition Subsidiary Number 2, Inc. VHS Acquisition Subsidiary Number 5, Inc. VHS Acquisition Subsidiary Number 7, Inc. VHS Acquisition Subsidiary Number 8, Inc. VHS Acquisition Subsidiary Number 9, Inc. VHS Acquisition Subsidiary Number 10, Inc. VHS Acquisition Subsidiary Number 11, Inc. VHS Acquisition Subsidiary Number 12, Inc. VHS Chicago Market Procurement, LLC VHS Genesis Labs, Inc. VHS Holding Company, Inc. VHS Imaging Centers, Inc. VHS of Anaheim, Inc. VHS of Arrowhead, Inc. VHS of Huntington Beach, Inc. VHS of Illinois, Inc. VHS of Orange County, Inc. VHS of Phoenix, Inc. VHS of South Phoenix, Inc. VHS Outpatient Clinics, Inc. Baptist Medical Management Service Organization, LLC Healthcare Compliance, L.L.C. XxxXxxx Health Providers, Inc. XxxXxxx Management Services, Inc. Pros Temporary Staffing, Inc. Watermark Physician Services, Inc. VHS of Michigan, Inc. VHS Children’s Hospital of Michigan, Inc. as Guarantors By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Executive Vice President VHS Detroit Businesses, Inc. VHS Detroit Receiving Hospital, Inc. VHS Detroit Ventures, Inc. VHS Xxxxxx-Xxxxxx Hospital, Inc. VHS Huron Valley-Sinai Hospital, Inc. VHS Rehabilitation Institute of Michigan, Inc. VHS Sinai-Grace Hospital, Inc. VHS University Laboratories, Inc. VHS Westlake Hospital, Inc. VHS West Suburban Medical Center, Inc. VHS Acquisition Subsidiary Number 4, Inc. Midwest Pharmacies, Inc. VHS Arizona Heart Institute, Inc. VHS Valley Management Company, Inc. as Guarantors By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Executive Vice President VHS San Antonio Partners, LLC, as Guarantor By: VHS Acquisition Subsidiary Number 5, Inc., its Member By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Executive Vice President BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and Issuing Lender By:/s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director Name of Lender Amount of Increased Revolving Loan Commitment Citicorp North America, Inc. $5,000,000.00 JPMorgan Chase Bank, N.A. $40,000,000.00 Royal Bank of Canada $40,000,000.00 Xxxxx Fargo Bank, N.A. $20,000,000.00

thereof. Each Incremental Term Lender and the Borrower acknowledge and agree that the Incremental Term Commitments provided pursuant to this Agreement shall constitute either Incremental B Term Commitments or Incremental C Term Commitments (as specified in Annex I attached hereto) under, and as defined in, the Credit Agreement. Each Incremental Term Lender and the Borrower further agree that (i) the maturity date, interest rate provisions (other than the interest rate margins which may be as specified on Annex I hereto) and scheduled amortizations applicable to each Incremental Term Loan to be made available pursuant to its relevant Incremental Term Commitment provided pursuant to this Agreement are set forth in the relevant provisions of the Credit Agreement, (ii) the up-front fees payable in respect of the Incremental Term Loan LendersCommitment(s) provided by it pursuant to this Agreement shall be as set forth in Annex I to this Agreement and (iii) the "Applicable Base Rate Margin", the Borrower, Holdings, the MLP "Applicable Eurodollar Margin" and the Administrative Agent acknowledges and agrees that "Voluntary Prepayment Premium Percentage" applicable to the respective Incremental Term Loan Loans to be made available pursuant to its Incremental Term Commitments provided pursuant to this Agreement shall be designated as the “Term B-3-C Loans” and shall constitute an increase set forth in the Term B-3 Loans outstanding prior Annex I to this Agreement (subject, however, to the date hereof (the “Existing Term Loans”) limitations and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche requirements of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under Section 1.14 of the Credit Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c3.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction execution of a counterpart of this Agreement by such Incremental Term Lenders, the Administrative Agent and the Borrower, the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof and the payment of any fees (including, without limitation, the upfront fees payable pursuant to the immediately preceding paragraph and the administrative fee payable to the Administrative Agent pursuant to Section 1.14(b)(ii) of the conditions precedent set forth Credit Agreement) required in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”)connection herewith, each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement, and, to the extent applicable, shall become a Lender pursuant to the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans to be made available to the Borrower shall be fully secured pursuant theretoto the Pledge Agreement in accordance with the terms and provisions thereof. By acknowledging this Agreement, each Credit Party hereby Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments Loans shall be entitled fully guaranteed pursuant to the benefits Subsidiary Guaranty in accordance with the terms and provisions thereof and shall be fully secured pursuant to the Pledge Agreement in accordance with the terms and provision thereof. This Agreement shall become effective as of the date (the "Agreement Effective Date") when (i) the Guaranty of such Credit Party Borrower, each Subsidiary Guarantor, each Incremental Term Lender and the Administrative Agent shall have signed a counterpart hereof (whether the same or different counterparts) and shall constitute guaranteed Obligations and have delivered (including by way of facsimile transmission) the same to the Administrative Agent at the Notice Office, (ii) each Security Document condition set forth in Section 1.14 of the Credit Agreement shall have been satisfied and (iii) the Borrower shall constitute Obligations thereunder.have paid to each Incremental Term Lender the upfront fee set forth on Annex I. From and after the Agreement Effective Date, all references in the Credit Agreement and the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as supplemented hereby. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on __________ __, _____. If you do not so accept this Agreement by such time, our Incremental Term Commitments set forth in this Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 11.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, [NAMES OF INCREMENTAL TERM LENDERS] By ---------------------------------------- Name: Title: Agreed and Accepted this ___ day of __________, ____: FAIRPOINT COMMUNICATIONS, INC. (f/k/a MJD Communications, Inc.) By: ------------------------------ Name: Title: [NAMES OF SUBSIDIARY GUARANTORS] By: ------------------------------ Name: Title: Agreed and Accepted by: BANKERS TRUST COMPANY, as Administrative Agent By: ------------------------------ Name: Title: ANNEX I to EXHIBIT L TERMS AND CONDITIONS FOR INCREMENETAL TERM LOAN COMMITMENT AGREEMENT

thereof. Each of the Incremental Term Loan LendersBorrower shall comply with such repair, the Borrowerservice and maintenance standards and schedules as are required to enforce warranty or guaranty claims against Contractor, Holdings, the MLP Operator or subcontractors and the Administrative Agent acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as the “Term B-3-C Loans” and shall constitute an increase any standards imposed by any Insurance Policies in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, effect with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender Rova I Facility, the Rova II Facility or the Property. Borrower’s review of and comment on the manual of “Facility Procedures” pursuant to this Agreement, each Incremental Term Loan Lender Section 5.4 of the Operating Contract shall receive such fees, if any, as are specified in Annex I attached heretobe conducted subject to the Independent Engineer’s approval, which fees shall not be due and payable unreasonably withheld. Borrower shall promptly inform the Independent Engineer of any material amendment or modifications to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). Each Incremental Term Loan Lender party “Facility Procedures” proposed by Operator, or any material changes to this Agreement (i) confirms that it has received a copy such procedures proposed by Borrower, under Section 5.4 of the Credit Agreement Operating Contract, with updates as to the status thereof, and shall report to the other Credit Documents, together with copies Independent Engineer the results of the financial statements referred to therein and annual review made of such other documents and information procedures as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions contemplated in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms said section. Until all of the obligations which by the terms Obligations have been fully discharged, Borrower shall retain any information Operator need no longer retain pursuant to Section 5.17 of the Credit Agreement are Operating Contract, or cause Operator to continue to retain such information in a reasonable manner. Borrower shall not approve any “Proposed Operating Budget” submitted for approval under Section 7.1 of the Operating Contract until such time as all approvals required under Section 6.9(i) hereof have been obtained for the Rova I Operating Budget and the Rova II Operating Budget for the year (or portion thereof) that is the same as the first year (or portion thereof) of such “Proposed Operating Budget”. Borrower shall inform Agent, Institutional Agent and the Independent Engineer of any audit (and results thereof) that is conducted at Borrower’s request under Section 7.6 of the Operating Contract and, at Agent or Institutional Agent’s request, cause such audits to be performed by conducted to the full extent permitted to Borrower under said Section. Borrower shall promptly notify Agent and Institutional Agent if it as a Lenderhas the right to terminate the Operating Contract under Section 18.3 thereof, and (v) in only upon the case request of each lending institution organized under the laws of a jurisdiction outside the United StatesAgent, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction of the conditions precedent set forth in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans which shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire only upon the borrowing instruction of the Incremental Term Loans on the Agreement Effective Date. The Majority Lenders, shall Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of exercise such Credit Party right and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder.then do so in the manner specified by Agent. 134

thereof. Each The Extending Revolving Loan Commitments and the Non-Extending Revolving Loan Commitments of the Incremental Term Loan Lenders, Lenders as of the Borrower, Holdings, the MLP and the Administrative Agent acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement effective date hereof shall be designated as the “Term B-3-C Loans” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex set forth on Schedule I attached hereto, which fees Schedule shall be due and payable replace Schedule I to the Credit Agreement in its entirety. The Borrower agrees to pay to each Incremental Term Extending Revolving Loan Lender upon with respect to the Extending Revolving Loan Commitments provided by such Lender pursuant to this Agreement Effective Date (as defined below)and set forth opposite each Extending Revolving Loan Lender’s name on Annex I hereto, an upfront fee equal to 0.60% of such Extending Revolving Loan Commitment, such upfront fee to be payable on the effective date hereof. The Applicable Margin and Applicable Commitment Commission Percentage set forth on Annex I hereto shall apply to the Extending Revolving Loans and/or Extending Commitment Commissions. Each Incremental Term Extending Revolving Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) prescribed by the Internal Revenue Service of the Credit Agreement United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction execution of a counterpart of this Agreement by the conditions precedent set forth in Section 9 of Annex I hereto (such dateAdministrative Agent and the Borrower, the “Agreement Effective Date”)delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by fax) hereof and the payment of any fees (including, without limitation, the upfront fees payable pursuant to the third paragraph hereof) required in connection herewith, each Incremental Term Extending Revolving Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment shall become (or remain) a Lender pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) and, to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available You may accept this Agreement by signing the enclosed copies in a single drawing on the Agreement Effective Datespace provided below, and the Incremental Term returning one copy of same to us before 12:00 noon on November 12, 2009. If you do not so accept this Agreement by such time, your Extending Revolving Loan Commitments provided pursuant to set forth in this Agreement shall expire upon be deemed cancelled. After the borrowing execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Incremental Term Loans on the Agreement Effective DateCredit Agreement. The Borrower acknowledges Very truly yours, XXXXX FARGO BANK By /s/ Xxxxx X. Xxxx Title: Vice President WACHOVIA BANK, N.A By /s/ G. Xxx Xxxxxx, Xx. Title: Vice President BANK OF AMERICA, N.A By /s/ Xxxxx X. Xxxxx Title: Senior Vice President XXXXXXX XXXXX CAPITAL CORPORATION By /s/ Xxxxxxx X. X’Xxxxx Title: Vice President UBS LOAN FINANCE LLC By /s/ Xxxx X. Xxxx Title: Associate Director By /s/ Xxxxx Xxxxxx Title: Associate Director DEUTSCHE BANK TRUST COMPANY AMERICAS By /s/ Xxxx Xxx Xxxxx Title: Managing Director By /s/ Xxxxxxx Xxxxxxx Title: Director U.S. BANK N.A. By /s/ Xxxxx Xxxxx Title: Assistant Vice President COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By /s/ Xxxxx Wesemeier Title: Assistant Vice President By /s/ Xxxxx Xxxxxx Title: Assistant Treasurer CALYON NEW YORK BRANCH By /s/ Xxxxxx X. Xxxxxxxx Title: Managing Director By /s/ Xxxxx Xxxxxx Title: Managing Director COMERICA BANK By /s/ Xxxxx X. Xxxxxx Title: Assistant Vice President CAPITAL ONE, N.A. By /s/ Xxxxx Xxxxxx Title: Senior Vice President XXXXXXX XXXXX BANK, FSB By /s/ Xxxxxxx XxXxxxxx Title: Senior Vice President SUMITOMO MITSUI BANKING CORPORATION By /s/ Xxxxxxx X. Xxxx Title: General Manager ALLIED IRISH BANKS, PLC By /s/ Xxxx Xxxxxx Xxxxxx Title: Vice President By /s/ Xxxxx Xxxxx Title: Assistant Vice President Agreed and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby includingAccepted this 17th day of November, without limitation2009: AMERISTAR CASINOS, any Term Loans made pursuant theretoINC. By acknowledging this AgreementBy: /s/ Xxxxxx Xxxxxxxxxx Title: Senior Vice President & Chief Financial Officer DEUTSCHE BANK TRUST COMPANY AMERICAS, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder.as Administrative Agent By: /s/ Xxxxxxx Xxxxxxx Title: Director By: /s/ Xxxx Xxxxxxxxx Title: Vice President