0001171843-16-008448 Sample Contracts

Seventh Amendment to Third Amended and Restated Credit Agreement
Credit Agreement • March 9th, 2016 • Student Transportation Inc. • Local & suburban transit & interurban hwy passenger trans • Illinois

This Seventh Amendment to Third Amended and Restated Credit Agreement (this “Amendment”) is dated as of October 21, 2015, among Student Transportation of America, Inc., a Delaware corporation (the “Borrower”), Student Transportation of Canada Inc., an Ontario Corporation (“STC”), Parkview Transit Inc. (“Parkview” and together with STC individually, a “Canadian Borrower” and collectively, the “Canadian Borrowers”), the Guarantors party hereto, the financial institutions listed on the signature pages hereof as Lenders and BMO Harris Bank N.A. (f/k/a Harris N.A.), as administrative agent (in such capacity, the “Administrative Agent”).

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Eighth Amendment to Third Amended and Restated Credit Agreement
Credit Agreement • March 9th, 2016 • Student Transportation Inc. • Local & suburban transit & interurban hwy passenger trans • Illinois

This Eighth Amendment to Third Amended and Restated Credit Agreement (this “Amendment”) is dated as of March 4, 2016, among Student Transportation of America, Inc., a Delaware corporation (the “Borrower”), Student Transportation of Canada Inc., an Ontario Corporation (“STC”), Parkview Transit Inc. (“Parkview” and together with STC individually, a “Canadian Borrower” and collectively, the “Canadian Borrowers”), the Guarantors party hereto, the financial institutions listed on the signature pages hereof as Lenders and BMO Harris Bank N.A. (f/k/a Harris N.A.), as administrative agent (in such capacity, the “Administrative Agent”).

WAIVER TO NOTE PURCHASE AGREEMENT
Waiver to Note Purchase Agreement • March 9th, 2016 • Student Transportation Inc. • Local & suburban transit & interurban hwy passenger trans • Illinois

This WAIVER TO NOTE PURCHASE AGREEMENT (this "Waiver") is dated as of October 21, 2015, among STUDENT TRANSPORTATION OF AMERICA, INC., a Delaware corporation (the "Issuer"), STUDENT TRANSPORTATION OF AMERICA HOLDINGS, INC. ("Holdings"), a Delaware corporation, STUDENT TRANSPORTATION INC. f/k/a STUDENT TRANSPORTATION OF AMERICA LTD. (''Parent"), an Ontario corporation and SUN LIFE ASSURANCE COMPANY OF CANADA, a company governed by the Insurance Companies Act of Canada ("Sun Life"), LONDON LIFE INSURANCE COMPANY, a corporation existing under the Insurance Companies Act of Canada ("London Life"), those persons from time to time entered into the register as holders of the Notes by proper endorsement and delivery (each a "Noteholder” and collectively the "Noteholders") and COMPUTERSHARE TRUST COMPANY, N.A., a national trust company, as trustee (in such capacity, the "Trustee").

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