Common use of ACKNOWLEDGEMENT AND CONSENT Clause in Contracts

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit ------ Support Parties", and the Company Collateral Documents, the --------------- Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". ------------------------ Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Each of Parent and the Subsidiary Guarantors (each a “Guarantor”) is a party to the Company Collateral Documents, in a Guaranty and each case as amended through the date hereof, pursuant to which the Company such Guarantor has created Liens in favor of the Agent on certain Collateral to secure guarantied the Obligations. The Parent Each Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party Guarantor hereby confirms that the Guaranty to which it is a party or otherwise bound will continue to guaranty to the fullest extent possible the payment and performance of all “Guarantied Obligations” as such term is defined in the applicable Guaranty, including without limitation the payment and performance of all such “Guarantied Obligations” in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement. Each Guarantor (a) acknowledges and agrees that any of the Credit Support Documents Guaranty to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms effect and that each Credit Support Document all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment; (b) represents and warrants that all representations and warranties contained in the Amended Agreement and in the Guaranty to which it is a party or otherwise bound are true, correct and complete in all Collateral encumbered thereby will continue material respects on and as of the Second Amendment Effective Date to guaranty or securethe same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as the case may be, the payment of such earlier date; and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantorc) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is Each Subsidiary Guarantor (each individually a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral “Credit Support Party” and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Companycollectively, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "“Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it ”) has reviewed the terms and provisions of the Credit Agreement as amended by read this Amendment and consents to the amendment terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of such Credit Support Party under, and the Liens granted by such Credit Support Party as collateral security for the indebtedness, obligations and liabilities evidenced by the Credit Agreement effected as and the other Loan Documents pursuant to, each of the date hereof pursuant Loan Documents to this Amendment. Each which such Credit Support Party is a party shall not be impaired and each of the Loan Documents to which such Credit Support Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Each of Holdings, Company and the Subsidiary Guarantors hereby acknowledges and agrees that any the Secured Obligations under, and as defined in, the Security Agreement dated as of February 18, 2006, by and among Holdings, Company, the Subsidiary Guarantors and Administrative Agent (the “Security Agreement”) will include all Obligations under, and as defined in, the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effectAgreement (as amended hereby). Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Each of the undersigned Guarantors hereby (1) consents to the execution and delivery by the Borrower of the foregoing Amendment No. 2; (2) confirms and agrees that it is a Guarantor party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is Guarantee Agreement and a Grantor party to the Parent Collateral Documents, in each case as amended through Security Agreement and that the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The CompanyGuarantee Agreement, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", Security Agreement and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support other Loan Documents to which it is a party or otherwise bound are, and shall continue to be, in full force and effecteffect in accordance with their respective terms, (3) agrees that the definition of “Obligations” (and any other term referring to the indebtedness, liabilities and obligations of the Borrower to the Administrative Agent or any of the Lenders) in the Guarantee Agreement and the other Loan Documents shall include the Indebtedness of the Borrower under the foregoing Amendment No. Each 2; (4) agrees that the definition of “Credit Support Party hereby confirms that each Credit Support Document Agreement” in the Guarantee Agreement and the other Loan Documents to which it is a party or otherwise bound and all Collateral encumbered thereby will continue is hereby amended to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of mean the Credit Agreement as modified by the foregoing Amendment No. 2; (5) reaffirms its continuing liability under its Guarantee Agreement (as modified hereby); (6) reaffirms all of its agreements and obligations under the Security Documents; (7) reaffirms that all Obligations of the Borrower under or any other Loan Document to consent to the amendments to in connection with the Credit Agreement effected pursuant to this as modified by the foregoing Amendment No. 2 are “Obligations” as that term is defined in the Security Documents; and (ii) nothing 8) reaffirms that all such Obligations continue to be secured by the Security Documents, which remain in the Credit Agreementfull force and effect and are hereby ratified and confirmed. OUTLET RETAIL STORES, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.INC. By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Senior Vice President - Finance PFALTZGRAFF FACTORY STORES, INC. By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Senior Vice President - Finance SYRATECH ACQUISITION CORPORATION By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Senior Vice President - Finance LTB DE MEXICO, S.A. DE C.V. By: /s/Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Director LIFETIME BRANDS AMENDMENT NO. 2 ACKNOWLEDGMENT AND CONSENT

ACKNOWLEDGEMENT AND CONSENT. The Company Each of Parent and the Subsidiary Guarantors (each a “Guarantor”) is a party to the Company Collateral Documents, in a Guaranty and each case as amended through the date hereof, pursuant to which the Company such Guarantor has created Liens in favor of the Agent on certain Collateral to secure guarantied the Obligations. The Parent Each Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party Guarantor hereby confirms that the Guaranty to which it is a party or otherwise bound will continue to guaranty to the fullest extent possible the payment and performance of all “Guarantied Obligations” as such term is defined in the applicable Guaranty, including without limitation the payment and performance of all such “Guarantied Obligations” in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement. Each Guarantor (a) acknowledges and agrees that any of the Credit Support Documents Guaranty to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms effect and that each Credit Support Document all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment; (b) represents and warrants that all representations and warranties contained in the Amended Agreement and in the Guaranty to which it is a party or otherwise bound are true, correct and complete in all Collateral encumbered thereby will continue material respects on and as of the Third Amendment Effective Date to guaranty or securethe same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as the case may be, the payment of such earlier date; and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantorc) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit ------- Support Parties", and the Company Collateral Documents, the ---------------- Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". ------------------------- Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this AmendmentAmendment and the amendment of the other Loan Documents effected as of the date hereof. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Borrower is a party to the Company Collateral Documents, in each case as amended through Security Agreement and the date hereof, Borrower Pledge Agreement pursuant to which the Company Borrower has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Each Subsidiary Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, Subsidiary Guaranty pursuant to which the Parent Subsidiary Guarantors have guarantied the Obligations. The Subsidiary Guarantors party to the Guarantor has Pledge Agreement have created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to such Subsidiary Guarantor under the Subsidiary Guaranty and/or one or more of Guaranty. The Borrower and the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries Guarantors are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". ." Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Collateral Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed "Obligations," "Guarantied Obligations" and "Secured Obligations," as the case may be (in each case as such terms are defined in the applicable Collateral Document), including without limitation the payment and performance of all such "Obligations," "Guarantied Obligations" or secured thereby, "Secured Obligations," as the case may be, in respect of the Obligations of the Borrower now or hereafter existing under or in respect of the Amended Agreement and the Notes. Each Credit Support Party acknowledges and agrees that any of the Collateral Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Collateral Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than the Company and the Parent GuarantorBorrower) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement. Section 5.

ACKNOWLEDGEMENT AND CONSENT. The Company Each of Parent and the Subsidiary Guarantors (each a “Guarantor”) is a party to the Company Collateral Documents, in a Guaranty and each case as amended through the date hereof, pursuant to which the Company such Guarantor has created Liens in favor of the Agent on certain Collateral to secure guarantied the Obligations. The Parent Each Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party Guarantor hereby confirms that the Guaranty to which it is a party or otherwise bound will continue to guaranty to the fullest extent possible the payment and performance of all “Guarantied Obligations” as such term is defined in the applicable Guaranty, including without limitation the payment and performance of all such “Guarantied Obligations” in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement. Each Guarantor (a) acknowledges and agrees that any of the Credit Support Documents Guaranty to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms effect and that each Credit Support Document all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment; (b) represents and warrants that all representations and warranties contained in the Amended Agreement and in the Guaranty to which it is a party or otherwise bound are true, correct and complete in all Collateral encumbered thereby will continue material respects on and as of the Sixth Amendment Effective Date to guaranty or securethe same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as the case may be, the payment of such earlier date; and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantorc) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral Documents, in each case as amended through the date hereofFourth Amendment Effective Date, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereofFourth Amendment Effective Date, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereofFourth Amendment Effective Date, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", ---------------------- and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit ------ Support Documents". ----------------- Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Each of Parent and the Subsidiary Guarantors (each a “Guarantor”) is a party to the Company Collateral Documents, in a Guaranty and each case as amended through the date hereof, pursuant to which the Company such Guarantor has created Liens in favor of the Agent on certain Collateral to secure guarantied the Obligations. The Parent Each Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party Guarantor hereby confirms that the Guaranty to which it is a party or otherwise bound will continue to guaranty to the fullest extent possible the payment and performance of all “Guarantied Obligations” as such term is defined in the applicable Guaranty, including without limitation the payment and performance of all such “Guarantied Obligations” in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreements. Each Guarantor (a) acknowledges and agrees that any of the Credit Support Documents Guaranty to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms effect and that each Credit Support Document all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment; (b) represents and warrants that all representations and warranties contained in the Amended Agreements and in the Guaranty to which it is a party or otherwise bound are true, correct and complete in all Collateral encumbered thereby will continue material respects on and as of the Fourth Amendment Effective Date to guaranty or securethe same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as the case may be, the payment of such earlier date; and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantorc) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a Guarantor Subsidiaries are party to the Company Collateral DocumentsGuaranties, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure Guarantor Subsidiaries have guarantied the Obligations. The Parent Nothing in this Section 5 shall be construed to make the Guarantor is Subsidiaries a party to the Parent Collateral Documents, Credit Agreement or to create any obligation in each case as amended through the date hereof, respect thereof except pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents"Guaranty. Each Credit Support Party Guarantor Subsidiary hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Guarantor Subsidiary hereby confirms that each Guaranty to which it is a party or otherwise bound will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all of the "Indebtedness" (as defined in the applicable Guaranty), including without limitation the payment and performance of all such "Indebtedness," as the case may be, in respect of the Obligations of Borrower now or hereafter existing under or in respect of the Credit Support Party Agreement and the Notes defined therein. Without limiting the generality of the foregoing, each Guarantor Subsidiary hereby acknowledges and confirms the understanding and intent of such party that, upon the effectiveness of this Amendment, and as a result thereof, the definition of "Obligations" contained in the Credit Agreement includes the obligations of Borrower under the Additional Notes. Each Guarantor Subsidiary acknowledges and agrees that any of the Credit Support Documents Guaranty to which it is a party or otherwise bound shall continue in full force and effecteffect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor Subsidiary represents and warrants that all representations and warranties contained in the Credit Support Party hereby confirms that each Credit Support Document Agreement and the Guaranty to which it is a party or otherwise bound are true, correct and complete in all Collateral encumbered thereby will continue material respects on and as of the Amendment Effective Date to guaranty or securethe same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may besuch earlier date. Each Credit Support Party (Guarantor Subsidiary other than the Company and the Parent Guarantor) Borrower acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party Guarantor Subsidiary is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party Guarantor Subsidiary to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment Agreement and consents to the amendment execution and delivery of the Credit Agreement effected as of the date hereof pursuant to this AmendmentAgreement. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAgreement, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit execution and delivery of this Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment Agreement or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to to, or waivers or consents under, the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Each of Parent and the Subsidiary Guarantors (each a “Guarantor”) is a party to the Company Collateral Documents, in a Guaranty and each case as amended through the date hereof, pursuant to which the Company such Guarantor has created Liens in favor of the Agent on certain Collateral to secure guarantied the Obligations. The Parent Each Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party Guarantor hereby confirms that the Guaranty to which it is a party or otherwise bound will continue to guaranty to the fullest extent possible the payment and performance of all “Guarantied Obligations” as such term is defined in the applicable Guaranty, including without limitation the payment and performance of all such “Guarantied Obligations” in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement. Each Guarantor (a) acknowledges and agrees that any of the Credit Support Documents Guaranty to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms effect and that each Credit Support Document all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment; (b) represents and warrants that all representations and warranties contained in the Amended Agreement and in the Guaranty to which it is a party or otherwise bound are true, correct and complete in all Collateral encumbered thereby will continue material respects on and as of the Fifth Amendment Effective Date to guaranty or securethe same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as the case may be, the payment of such earlier date; and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantorc) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral DocumentsAccount Agreement, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of Administrative Agent on a certain deposit account of Company upon the occurrence of an event stated therein. On the date hereof, Company will be a party to the Amended and Restated Pledge Agreement pursuant to which Company will affirm, among other things, the pledge to Collateral Agent for the benefit of Secured Parties of certain capital stock and intercompany indebtedness owned by it to secure the Secured Obligations. On the date hereof, Company will be a party to the Security Agreement pursuant to which Company will grant Liens in favor of Collateral Agent on certain Collateral to secure the Secured Obligations. The Parent Each Subsidiary Guarantor is a party to the Parent Collateral Documents, in each case as amended through Subsidiary Guaranty pursuant to which such Subsidiary Guarantor has guarantied the Obligations. On the date hereof, each Subsidiary Guarantor will be a party to the Amended and Restated Pledge Agreement pursuant to which such Subsidiary Guarantor will affirm, among other things, the Parent pledge to Collateral Agent for the benefit of Secured Parties of certain capital stock and intercompany indebtedness owned by it to secure the obligations of such Subsidiary Guarantor has created under the Subsidiary Guaranty and Additional Debt (as defined in the Security Agreement). On the date hereof, each Subsidiary Guarantor will be a party to the Security Agreement pursuant to which such Subsidiary Guarantor will grant Liens in favor of the Collateral Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to such Subsidiary Guarantor under the Subsidiary Guaranty and/or one or more of and Additional Debt (as defined in the Security Agreement). Company and the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries Guarantors are collectively referred to herein as the "Credit Support PartiesCREDIT SUPPORT PARTIES", and the Company Collateral DocumentsAccount Agreement, the Parent Collateral Documents, the Subsidiary Guaranty Amended and Restated Pledge Agreement and the Subsidiary Collateral Documents Security Agreement are collectively referred to herein as the "Credit Support Documents". CREDIT SUPPORT DOCUMENTS." Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed or secured therebySecured Obligations, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Secured Obligations, as the case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than the Company and the Parent GuarantorCompany) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Each of Parent and the Subsidiary Guarantors (each a “Guarantor”) is a party to the Company Collateral Documents, in a Guaranty and each case as amended through the date hereof, pursuant to which the Company such Guarantor has created Liens in favor of the Agent on certain Collateral to secure guarantied the Obligations. The Parent Each Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party Guarantor hereby confirms that the Guaranty to which it is a party or otherwise bound will continue to guaranty to the fullest extent possible the payment and performance of all “Guarantied Obligations” as such term is defined in the applicable Guaranty, including without limitation the payment and performance of all such “Guarantied Obligations” in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement. Each Guarantor (a) acknowledges and agrees that any of the Credit Support Documents Guaranty to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms effect and that each Credit Support Document all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment; (b) represents and warrants that all representations and warranties contained in the Amended Agreement and in the Guaranty to which it is a party or otherwise bound are true, correct and complete in all Collateral encumbered thereby will continue material respects on and as of the First Amendment Effective Date to guaranty or securethe same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as the case may be, the payment of such earlier date; and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantorc) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company certain Collateral Documents, in each case as amended through the date hereofFirst Amendment Effective Date, pursuant to which the Company has created Liens in favor of the Administrative Agent on certain Collateral to secure the Obligations. The Parent Guarantor Each of the other Loan Parties party hereto is a party to the Parent certain Collateral Documents, the Subsidiary Guaranty or the Holdings Guaranty, in each case as amended through the date hereofFirst Amendment Effective Date, pursuant to which the Parent Guarantor each such Loan Party has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or and (ii) created Liens in favor of the Administrative Agent on certain CollateralCollateral to secure the obligations of such Loan Party under the Subsidiary Guaranty or the Holdings Guaranty, as the case may be. The Company, the Parent Guarantor and such Subsidiaries Loan Parties party hereto are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents Holdings Guaranty are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by Agreement, the Collateral Documents and Guaranties and this Amendment and consents to the amendment of the Credit Agreement and Guaranties and the Collateral Documents effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.the

ACKNOWLEDGEMENT AND CONSENT. The Company is a party Pursuant to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor terms of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have Credit Agreement (i) guarantied the Obligations and/or each Loan Party pledged and granted a security interest in certain of its real property, (ii) each domestic Loan Party pledged all of its capital stock in each of its subsidiaries, whether then existing or thereafter created Liens or acquired, (iii) each of IPSD, Southwest Inc., Southwest L.P., Pet Concepts and PM Management (as each such term is defined in favor the Master Confirmation) guaranteed the obligations of the Agent on certain Collateral. The Company, and (iv) each Loan Party granted a security interest in substantially all of its assets to the Parent Guarantor Secured Party (as defined in the Master Confirmation), whether then existing or thereafter created. Company and such Subsidiaries the Subsidiary Guarantors are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Documents and Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". ." Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all Secured Obligations (as such term is defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Secured Obligations in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations guaranteed thereunder shall be valid and enforceable and shall not be impaired or secured therebylimited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case may bethey were true, correct and complete in all material respects on and as of such earlier date. Notwithstanding the foregoing, Administrative Agent and Lenders acknowledge and agree that the schedules to the representations and warranties contemplated by the Amended Agreement and Credit Support Documents shall be deemed to be supplemented by the additional schedules provided by each Credit Support Party to the Administrative Agent and Lenders prior to the date hereof. Each Credit Support Party (other than the Company and the Parent GuarantorCompany) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is undersigned hereby acknowledges receipt of a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor copy of the Agent on certain Second Lien Guarantee and Collateral Agreement, dated as of July 31, 2014 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to secure them in the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one Agreement or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents referred to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or securetherein, as the case may be), made by and among CD&R MILLENNIUM US ACQUICO LLC and the other Granting Parties party thereto in favor of Credit Suisse AG, as Collateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company Administrative Agent and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required Lenders as follows: The undersigned will be bound by the terms of the Credit Agreement or any other Loan Document applicable to consent it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the amendments undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [ ] Title: [ ] Address for Notices: [ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [ ], 20[ ], made by [ ], a [ ] corporation [([each an][the] “Additional Granting Party”), in favor of CREDIT SUISSE AG, as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement effected pursuant referred to this Amendment below and the other Secured Parties (ii) nothing as defined in the Guarantee and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement, or if not defined therein, in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Each of Parent and the Subsidiary Guarantors (each a "GUARANTOR") is a party to the Company Collateral Documents, in a Guaranty and each case as amended through the date hereof, pursuant to which the Company such Guarantor has created Liens in favor of the Agent on certain Collateral to secure guarantied the Obligations. The Parent Each Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party Guarantor hereby confirms that the Guaranty to which it is a party or otherwise bound will continue to guaranty to the fullest extent possible the payment and performance of all "Guarantied Obligations" as such term is defined in the applicable Guaranty, including without limitation the payment and performance of all such "Guarantied Obligations" in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement. Each Guarantor (a) acknowledges and agrees that any of the Credit Support Documents Guaranty to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms effect and that each Credit Support Document all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment; (b) represents and warrants that all representations and warranties contained in the Amended Agreement and in the Guaranty to which it is a party or otherwise bound are true, correct and complete in all Collateral encumbered thereby will continue material respects on and as of the First Amendment Effective Date to guaranty or securethe same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as the case may be, the payment of such earlier date; and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantorc) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Development is a party to the Company Collateral DocumentsDevelopment Guaranty, in each case as amended through the date hereofamended, pursuant to which the Company Development has created Liens in favor of the Agent on certain Collateral to secure guaranteed the Obligations. The Parent Guarantor Development is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", CREDIT SUPPORT PARTY," and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Development Guaranty and the Subsidiary Collateral Documents are collectively is referred to herein as the "Credit Support DocumentsCREDIT SUPPORT DOCUMENT". Each The Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Third Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Third Amendment. Each The Credit Support Party hereby confirms that the Credit Support Document to which it is a party or otherwise bound will continue to guaranty, to the fullest extent possible the payment and performance of all Guarantied Obligations (as such term is defined in the Credit Support Document), including without limitation the payment and performance of all such Guarantied Obligations in respect of the Obligations of Borrower and Holdings now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. The Credit Support Party acknowledges and agrees that any of the Credit Support Documents Document to which it is a party or otherwise bound shall continue in full force and effecteffect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Third Amendment. Each The Credit Support Party hereby confirms represents and warrants that each all representations and warranties contained in the Amended Agreement and the Credit Support Document to which it is a party or otherwise bound are true, correct and complete in all Collateral encumbered thereby will continue material respects on and as of the date of this Third Amendment to guaranty or securethe same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may besuch earlier date. Each The Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Third Amendment and (ii) nothing in the Credit Agreement, this Third Amendment or any other Loan Document shall be deemed to require the consent of such the Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party Each of the undersigned parties to the Company Second Amended and Restated Guarantee and Collateral DocumentsAgreement, in each case dated as amended through of June 1, 2004, as amended, supplemented or otherwise modified from time to time, made by the date hereof, pursuant to which the Company has created Liens undersigned in favor of [Xxxxxx Commercial Paper Inc.], as General Administrative Agent, for the Agent on certain benefit of the Lenders, hereby (a) consents to the transactions contemplated by the First Amendment to and under the Second Amended and Restated Credit and Guarantee Agreement and (b) acknowledges and agrees that the guarantees and grants of security interests contained in such Second Amended and Restated Guarantee and Collateral Agreement and in the other Security Documents are, and shall remain, in full force and effect after giving effect to secure the ObligationsFirst Amendment and all prior modifications to the Second Amended and Restated Credit and Guarantee Agreement. SMTC MANUFACTURING CORPORATION OF CALIFORNIA SMTC MANUFACTURING CORPORATION OF COLORADO SMTC MANUFACTURING CORPORATION OF MASSACHUSETTS SMTC MANUFACTURING CORPORATION OF NORTH CAROLINA SMTC MANUFACTURING CORPORATION OF TEXAS SMTC MANUFACTURING CORPORATION OF WISCONSIN SMTC MEX HOLDINGS, INC. QUALTRON, INC. SMTC CORPORATION By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Executive Officer LENDER CONSENT LETTER HTM HOLDINGS, INC. SMTC MANUFACTURING CORPORATION OF CANADA SECOND AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT DATED AS OF JUNE 1, 2004 To: Xxxxxx Commercial Paper Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Reference is made to the Second Amended and Restated Credit and Guarantee Agreement, dated as of June 1, 2004 (as heretofore amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SMTC Corporation, HTM Holdings, Inc. (the “Borrower”), SMTC Manufacturing Corporation of Canada (“SMTC-Canada”; together with the Borrower, the “Credit Parties”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), Xxxxxx Commercial Paper Inc., as general administrative agent (in such capacity, the “General Administrative Agent”), and others. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. The Parent Guarantor is a party Borrower has requested that the Lenders consent to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on amend certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this on the terms described in the First Amendment to Second Amended and consents to the amendment of the Restated Credit Agreement effected and Guarantee Agreement, dated as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents March __, 2005, to which it a form of this Lender Consent Letter is a party or otherwise bound shall continue in full force and effectattached as Exhibit A (the “Agreement”). Each Credit Support Party hereby confirms that each Credit Support Document Pursuant to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance Section 15.1 of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments undersigned Lender hereby consents to the Credit execution by the General Administrative Agent of the Agreement.. Very truly yours, (NAME OF LENDER) By: Name: Title:

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support --------------- Parties", and the Company Collateral Documents, the Parent ------- Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". ------------------------- Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Borrower, Holdings and certain of their Subsidiaries are party to the Pledge Agreement and certain of the Collateral Documents, as amended through the Second Amendment Effective Date, pursuant to which Borrower, Holdings and certain of their Subsidiaries have created Liens in favor of Administrative Agent on certain Collateral to secure the Obligations and certain obligations related to the Senior Notes and the Lender Hedge Agreements. The Company stock of each Subsidiary Guarantor is pledged under the Pledge Agreement, and each Subsidiary Guarantor is a party to the Company Subsidiary Guaranty and certain of the Collateral Documents, in each case as amended through the date hereofSecond Amendment Effective Date, pursuant to which each Subsidiary Guarantor has (i) guarantied the Company has Obligations and (ii), if applicable, created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Administrative Agent on certain Collateral and pledged certain Collateral to the Administrative Agent to secure the Obligations obligations of such Subsidiary Guarantor under the Parent GuarantorSubsidiary Guaranty. Certain Subsidiaries of the Company are parties to The Pledge Agreement and the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "“Credit Support Documents"”. Each Credit Support Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Loan Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed or secured thereby“Secured Obligations” and “Guarantied Obligations,” as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such “Secured Obligations” and “Guarantied Obligations,” as the case may be, in respect of the Obligations of Borrower now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Loan Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder, as modified hereby, shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment except as expressly provided herein. Each Loan Party (other than represents and warrants that all representations and warranties contained in the Company Amended Agreement and the Parent Guarantor) Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party Subsidiary Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party Subsidiary Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Each of the undersigned Guarantors hereby (1) consents to the execution and delivery by the Borrower of the foregoing Forbearance Agreement and Amendment No. 4; (2) confirms and agrees that it is a Guarantor party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is Guarantee Agreement and a Grantor party to the Parent Collateral Documents, in each case as amended through Security Agreement and that the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The CompanyGuarantee Agreement, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", Security Agreement and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support other Loan Documents to which it is a party or otherwise bound are, and shall continue to be, in full force and effecteffect in accordance with their respective terms, (3) agrees that the definition of “Obligations” (and any other term referring to the indebtedness, liabilities and obligations of the Borrower to the Administrative Agent or any of the Lenders) in the Guarantee Agreement and the other Loan Documents shall include the Indebtedness of the Borrower under the foregoing Forbearance Agreement and Amendment No. Each 4; (4) agrees that the definition of “Credit Support Party hereby confirms that each Credit Support Document Agreement” in the Guarantee Agreement and the other Loan Documents to which it is a party or otherwise bound and all Collateral encumbered thereby will continue is hereby amended to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of mean the Credit Agreement as modified by the foregoing Forbearance Agreement and Amendment No. 4; (5) reaffirms its continuing liability under its Guarantee Agreement (as modified hereby); (6) reaffirms all of its agreements and obligations under the Security Documents; (7) reaffirms that all Obligations of the Borrower under or any other Loan Document to consent to the amendments to in connection with the Credit Agreement effected pursuant to this as modified by the foregoing Forbearance Agreement and Amendment No. 4 are “Obligations” as that term is defined in the Security Documents; and (ii) nothing 8) reaffirms that all such Obligations continue to be secured by the Security Documents, which remain in the Credit Agreementfull force and effect and are hereby ratified and confirmed. OUTLET RETAIL STORES, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.INC. By: /s/ Lxxxxxxx Xxxxxxx Name: Lxxxxxxx Xxxxxxx Title: SVP & CFO PFALTZGRAFF FACTORY STORES, INC. By: /s/ Lxxxxxxx Xxxxxxx Name: Lxxxxxxx Xxxxxxx Title: SVP & CFO SYRATECH ACQUISITION CORPORATION By: /s/ Lxxxxxxx Xxxxxxx Name: Lxxxxxxx Xxxxxxx Title: SVP & CFO LTB DE MEXICO, S.A. DE C.V. By: /s/ Lxxxxxxx Xxxxxxx Lxxxxxxx Xxxxxxx Director TMC ACQUISITION INC. By: /s/ Lxxxxxxx Xxxxxxx Name: Lxxxxxxx Xxxxxxx Title: SVP & CFO

ACKNOWLEDGEMENT AND CONSENT. Each Issuer of Pledged Stock referred to in the foregoing Pledge Agreement hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. Each Issuer agrees to notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Paragraph 6(c) of the Pledge Agreement. Each Issuer further agrees that the terms of Paragraph 10 of the Pledge Agreement shall apply to it with respect to all actions that may be required of it under or pursuant to or arising out of Paragraph 10 of the Pledge Agreement. By: Name: Title: By: Name: Title: [364-Day Credit Agreement] ACKNOWLEDGEMENT AND CONSENT BY EACH PARTNERSHIP The Company is undersigned partners of the Partnership referred to in the foregoing Pledge Agreement (a) hereby acknowledge receipt of a party copy thereof, (b) hereby acknowledge and consent to the Company Collateral Documentspledge of the Pledgor's interest in the Partnership pursuant thereto and upon exercise by the Administrative Agent of its remedies thereunder and at the option of the Administrative Agent, the substitution of the Administrative Agent as a partner in each case the Partnership, and (c) agree that the Administrative Agent may freely assign its interest thereunder without further consent of the partners. __________ Partner of __________ Partner of [364-Day Credit Agreement] SCHEDULE I To Pledge Agreement DESCRIPTION OF PLEDGED STOCK Subsidiaries Percentage of all Outstanding issued Issuer Class of Stock Certificate No. No. of Shares Capital Stock DESCRIPTION OF PARTNERSHIP INTEREST Partnerships [364-Day Credit Agreement] PLEDGE AGREEMENT SUPPLEMENT PLEDGE AGREEMENT SUPPLEMENT, dated as amended through of _______________, _____ (the date hereof"Supplement"), pursuant to which made by ______________________________, a corpora tion organized under the Company has created Liens laws of ______________________ (the "Pledgor"), in favor of the FIRST UNION NATIONAL BANK OF FLORIDA, a national banking association, as Administrative Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, (in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Companycapacity, the Parent Guarantor and such Subsidiaries are collectively "Administrative Agent"), under the Credit Agreements (as defined in the Pledge Agreement referred to herein as below), for the "Credit Support Parties", benefit of itself and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit AgreementLenders.

ACKNOWLEDGEMENT AND CONSENT. The Company is Repeat Incorporated, an Arizona corporation ("Repeat"), and Barter Optical, Inc., a party Washington corporation ("Barter"), are parties to the Company Collateral Documents, in each case as amended through the date hereofGuaranty, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral Repeat and pledged certain Collateral to the Agent to secure Barter have guarantied the Obligations of Company under the Parent GuarantorCredit Agreement. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor Repeat and such Subsidiaries Barter are collectively referred to herein as the "Credit Support Consenting Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Consenting Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Consenting Party hereby confirms that the Guaranty will continue to guaranty to the fullest extent possible the payment and performance of all "Guarantied Obligations" (as such term is defined in the Guaranty), including without limitation the payment and performance of all such Guarantied Obligations, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and all Notes. Each Consenting Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound Guaranty shall continue in full force and effecteffect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Consenting Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Consenting Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Consenting Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Borrower is a party to the Company certain Collateral Documents, in each case as amended through the date hereof, Documents pursuant to which the Company Borrower has created Liens in favor of the Administrative Agent on certain Collateral to secure the Obligations. The Parent Guarantor Each Subsidiary is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on a Subsidiary Guaranty and certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, Documents pursuant to which such Subsidiaries have Subsidiary has (i) guarantied the Obligations and/or and (ii) created Liens in favor of the Administrative Agent on certain CollateralCollateral to secure the obligations of such Subsidiary under the Subsidiary Guaranty. The Company, the Parent Guarantor Borrower and such Subsidiaries each Subsidiary are collectively referred to herein as the "“Credit Support Parties"”, and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty Guaranties and the Subsidiary Collateral Documents referred to above are collectively referred to herein as the "“Credit Support Documents"”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed “Obligations,” “Guarantied Obligations” and “Secured Obligations,” or secured therebyother similar terms, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including, without limitation, the payment and performance of all such “Obligations,” “Guarantied Obligations” or “Secured Obligations,” or similar terms, as the case may be, in respect of the Obligations of Borrower now or hereafter existing under or in respect of the Amended Agreement and the Notes. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fifth Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than the Company and the Parent GuarantorBorrower) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor Each of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documentsundersigned, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or an Obligor under one or more of Loan Documents (as defined in the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively Financing Agreement referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred in Amendment No. 5 to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Facility Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected dated as of the date hereof pursuant (the “Amendment”, all terms defined therein being used herein as defined therein), to which this Acknowledgment is attached), hereby (i) acknowledges and consents to the Amendment. Each Credit Support Party acknowledges ; (ii) confirms and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Loan Document to which it is a party or otherwise bound is, and all Collateral encumbered thereby will shall continue to guaranty be, in full force and effect and is hereby ratified and confirmed in all respects; and (iii) confirms and agrees that to the extent that any such Loan Document purports to assign or securepledge to the Security Agent, or to grant to the Security Agent a security interest in or lien on, any collateral as security for the obligations of the Borrower or any other Obligor from time to time existing in respect of the Loan Documents, such pledge, assignment and/or grant of a security interest or lien is hereby ratified and confirmed in all respects as security for all obligations of the Borrower and such Obligors, whether now existing or hereafter arising. Dated: May 5, 2010 JV TANKER CHARTERER LLC PI 2 PELICAN STATE LLC By: APT Intermediate Holdco LLC, By: APT Intermediate Holdco LLC, its Sole Member its Sole Member By: American Petroleum Tankers Parent LLC By: American Petroleum Tankers Parent LLC, its Sole Member its Sole Member By: American Petroleum Tankers Holding LLC, its Sole Member By: American Petroleum Tankers Holding LLC, its Sole Member By: Blackstone Capital Partners V USS, L.P., By: Blackstone Capital Partners V USS, L.P., its Managing Member its Managing Member By: Blackstone Management Associates V USS, L.L.C., its General Partner By: Blackstone Management Associates V USS, L.L.C., its General Partner By: BMA V USS L.L.C., By: BMA V USS L.L.C., its Sole Member its Sole Member By: /s/ Xxxx Xxxxx By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Name: Xxxx Xxxxx Title: Attorney-in-Fact Title: Attorney-in-Fact APT INTERMEDIATE HOLDCO LLC APT SUNSHINE STATE LLC By: American Petroleum Tankers Parent LLC, its Sole Member By: American Intermediate Holdco LLC, its Sole Member By: American Petroleum Tankers Holding LLC, its Sole Member By: American Petroleum Tankers Parent LLC, its Sole Member By: Blackstone Capital Partners V USS, L.P., its Managing Director By: American Petroleum Tankers Holding LLC, its Sole Member By: Blackstone Management Associates V USS, L.L.C., its General Partner By: Blackstone Capital Partners V USS, L.P., its Managing Member By: BMA V USS L.L.C., By: Blackstone Management Associates V USS, L.L.C., its Sole Member its General Partner By: /s/ Xxxx Xxxxx By: BMA V USS LLC, Name: Xxxx Xxxxx its Sole Member Title: Attorney-in-Fact By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Attorney-in-Fact AMERICAN PETROLEUM TANKERS PARENT LLC By: American Petroleum Tankers Holding LLC, its Sole Member By: Blackstone Capital Partners V USS, L.P., its Managing Member By: Blackstone Management Associates V USS, L.L.C., its General Partner By: BMA V USS L.L.C., its sole Member By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Attorney-in-Fact EXHIBIT A FORM OF NOTE $[ ] August 7, 2006 FOR VALUE RECEIVED, the undersigned, [NAME OF OBLIGOR ALL CAPS], a [ ] limited liability company (the [“Borrower”][IF RELATES TO USS PRODUCTS INVESTOR [“Obligor”] [IF RELATES TO BORROWER SUBSIDIARY]), promises to pay to the order of [LENDER FULL NAME ALL CAPS] (the “Lender”), on the Maturity Date the principal sum of DOLLARS ($ ) or, if less, the aggregate unpaid principal amount of all Advances shown on the schedule attached hereto (and any continuation thereof) made by the Lender pursuant to that certain Revolving Notes Facility Agreement, dated as of August 7, 2006 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the “Credit Agreement”), among [the Borrower]/[USS Products Investor LLC, as borrower (the case may be“Borrower”)], the payment and performance of all obligations guaranteed Borrower Subsidiaries as are or secured therebymay become parties thereto, as obligors, certain financial institutions as are or may become parties thereto, as lenders (collectively, the case “Lenders”), Blackstone Corporate Debt Administration L.L.C., as administrative agent for the Lenders (in such capacity together with its successors in such capacity, the “Administrative Agent”), and JPMorgan Chase Bank, N.A., as security agent for the Secured Parties (as defined in the Credit Agreement). Unless otherwise defined, terms used herein have the meanings provided in the Credit Agreement. The [Borrower]/[Obligor] also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from the date hereof until maturity (whether by acceleration or otherwise) and, after maturity, until paid, at the rates per annum and on the dates specified in the Credit Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America in same day or immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement. This Note is one of the Notes referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a description of the security for this Note and for a statement of the terms and conditions on which the [Borrower]/[Obligor] is required to make prepayments and repayments of principal of the Indebtedness evidenced by this Note and on which such Indebtedness may bebe declared to be immediately due and payable. Each All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. THIS NOTE SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (EXCLUDING ANY NON-MANDATORY CONFLICTS OF LAW PROVISIONS THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK). [NAME OF BORROWER/OTHER APPLICABLE OBLIGOR], a [...] limited liability company By: Name: Title: ADVANCES AND PRINCIPAL PAYMENTS Amount of Amount of Unpaid Advances Made Principal Repaid Principal Balance Date Base Rate Advance Adjusted LIBOR Advance Date Base Rate Advance Adjusted LIBOR Advance Base Rate Advance Adjusted LIBOR Advance Notation Made By EXHIBIT B FORM OF NOTICE OF ADVANCE BLACKSTONE CORPORATE DEBT ADMINISTRATION L.L.C., as Administrative Agent 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxxxx / Xxxxx Xxxxxxxx Facsimile: 000-000-0000 / 000-000-0000 [NAME OF EACH LENDER], as Lender [Address] Attention: JPMORGAN CHASE, N.A., as Security Agent 0 Xxx Xxxx Xxxxx-0xx xxxxx Xxx Xxxx, XX 00000 Attention: Worldwide Securities Services/ Structured Finance Services-USS Products Investors Facsimile: 000-000-0000 [DATE] Ladies and Gentlemen: This Notice of Advance is delivered to you pursuant to Section 2.3.1 of the Revolving Notes Facility Agreement, dated as of August 7, 2006 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the (“Credit Support Party Agreement”), among USS Products Investor LLC, a Delaware limited liability company, as borrower (the “Borrower”), the Borrower Subsidiaries as are or may become parties thereto, as obligors (collectively the “Obligor” and each individually, an “Obligor”), certain financial institutions as are or may become parties thereto, as lenders (collectively, the “Lenders”), Blackstone Corporate Debt Administration L.L.C., as administrative agent for the Lenders (in such capacity together with its successors in such capacity, the “Administrative Agent”), and JPMorgan Chase Bank, N.A., as security agent for the Secured Parties (as defined in the Credit Agreement). Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Credit Agreement. The Borrower hereby requests that an Advance be made in the aggregate principal amount of $ on , 20 as a [Adjusted LIBOR Advance having an Interest Period of month[s]] [Base Rate Advance]. The Borrower hereby acknowledges, on behalf of itself and each other than Obligor, that each of the Company delivery of this Notice of Advance and the Parent Guarantor) acknowledges acceptance by the Borrower or any other Obligor of the proceeds of the Advances requested hereby constitute a representation and agrees warranty by the Borrower and each other Obligor that, on the date of such Advances, and before and after giving effect thereto and to the application of the proceeds therefrom, all statements set forth in Section 5.2.1 of the Credit Agreement are true and correct. The Borrower hereby certifies, on behalf of itself and each other Obligor, that (i) notwithstanding the all conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms Section 5.2 of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment has been satisfied and (ii) nothing each payment to be made with the proceeds of the requested Advance is an Eligible Expense. The Borrower agrees that if prior to the time of the Borrowing requested hereby any matter certified to herein by it will not be true and correct at such time as if then made, it will immediately so notify the Administrative Agent and the Lenders. Except to the extent, if any, that prior to the time of the Borrowing requested hereby the Administrative Agent and the Lenders shall receive written notice to the contrary from the Borrower, each matter certified to herein shall be deemed once again to be certified as true and correct at the date of such Borrowing as if then made. Please wire transfer the proceeds of the Borrowing to the following accounts1: Amount to be Transferred Account Name and Details $ [.] Bank: [.] Address: [.] Account Name: Vessel [.] Funding Account Account No.: [.] Attention: [.] Telephone: [.] $ [.] Bank: [.] Address: [.] Account Name: Expenses Account Account No.: [.] Attention: [.] Telephone: [.] The Borrower has caused this Notice of Advance to be executed and delivered, and the certification and warranties contained herein to be made, by its duly authorized officer as of the day and year first above written. 1 Subject to the Administrative Agent’s rights to wire all or a portion of the proceeds of the Advances made in connection with the Construction Contract Payments directly to the Contractor pursuant to Section 4.10. USS PRODUCTS INVESTOR LLC, a Delaware limited liability company By: Name: Title: EXHIBIT C FORM OF LENDER ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (the “Assignment”) is dated as of the Effective Date set forth below and is entered into by and between [NAME OF ASSIGNOR] (the “Assignor”) and [NAME OF ASSIGNEE] (the “Assigned”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, this Amendment or as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other Loan Document shall be deemed to require the consent of such Credit Support Party to documents or instruments delivered pursuant thereto including any future amendments Notes to the Credit Agreementextent related to the amount and the percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment, without representation or warranty by the Assignor.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral Documents, in Holdings and each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Subsidiary Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement as amended by and the Guarantee and Collateral Agreement and this Amendment Agreement and consents to the amendment of the Existing Credit Agreement and the Guarantee and Collateral Agreement effected as of the date hereof pursuant to this AmendmentAmendment Agreement. Each Credit Support Party acknowledges Holdings and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party each Subsidiary Guarantor hereby confirms that each Credit Support Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty guarantee or secure, as the case may be, in accordance with the Loan Documents, as amended by this Amendment Agreement, the payment and performance of all "Obligations" under each of the Loan Documents to which is a party (as each such term is defined in the applicable Loan Document). Holdings and each Subsidiary Guarantor acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations guaranteed thereunder shall be valid and enforceable and shall not be impaired or secured thereby, as limited by the case may beexecution or effectiveness of this Amendment Agreement. Each Credit Support Party (other than the Company Holdings and the Parent Guarantor) each Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAmendment Agreement, such Credit Support Party is the consent of Holdings and the Subsidiary Guarantors are not required by the terms of the Existing Credit Agreement or any other Loan Document to consent to for the amendments to the Existing Credit Agreement or the Guarantee and Collateral Agreement effected pursuant to this Amendment Agreement and (ii) nothing in the Existing Credit Agreement, the Guarantee and Collateral Agreement, this Amendment Agreement or any other Loan Document shall be deemed to require the consent of Holdings or such Credit Support Party Subsidiary Guarantor, as the case may be, to any future amendments to the Existing Credit Agreement, the Guarantee and Collateral Agreement or any Amended Loan Document.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party Each of the undersigned parties to the Company Amended and Restated Guarantee and Collateral DocumentsAgreement, in each case dated as amended through of July 27, 2000, as amended, supplemented or otherwise modified from time to time, made by the date hereof, pursuant to which the Company has created Liens undersigned in favor of Xxxxxx Commercial Paper Inc., as General Administrative Agent, for the benefit of the Lenders, hereby (a) consents to the transactions contemplated by the Ninth Waiver And Consent to and under the Amended and Restated Credit and Guarantee Agreement and (b) acknowledges and agrees that the guarantees and grants of security interests contained in such Amended and Restated Guarantee and Collateral Agreement and in the other Security Documents are, and shall remain, in full force and effect after giving effect to the Ninth Waiver and all prior modifications to the Amended and Restated Credit and Guarantee Agreement. SMTC MANUFACTURING CORPORATION OF CALIFORNIA SMTC MANUFACTURING CORPORATION OF COLORADO SMTC MANUFACTURING CORPORATION OF MASSACHUSETTS SMTC MANUFACTURING CORPORATION OF NORTH CAROLINA SMTC MANUFACTURING CORPORATION OF TEXAS SMTC MANUFACTURING CORPORATION OF WISCONSIN SMTC MEX HOLDINGS, INC. QUALTRON, INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Exhibit A LENDER CONSENT LETTER HTM HOLDINGS, INC. SMTC MANUFACTURING CORPORATION OF CANADA AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT DATED AS OF JULY 27, 2000 To: Xxxxxx Commercial Paper Inc., as General Administrative Agent on certain Collateral c/o Xxxxxxx Xxxxxxx & Xxxxxxxx 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Reference is made to secure the ObligationsAmended and Restated Credit and Guarantee Agreement, dated as of July 27, 2000 (as heretofore amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SMTC Corporation, HTM Holdings, Inc. (the “U.S. Borrower”), SMTC Manufacturing Corporation of Canada (the “Canadian Borrower”; together with the U.S. Borrower, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), Xxxxxx Commercial Paper Inc., as general administrative agent (in such capacity, the “General Administrative Agent”), and others. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. The Parent Guarantor is a party Borrowers have requested that the Lenders consent to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on amend certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment on the terms described in the Ninth Waiver and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents Consent to which it a form of this Lender Consent Letter is a party or otherwise bound shall continue in full force and effectattached as Exhibit A (the “Agreement”). Each Credit Support Party hereby confirms that each Credit Support Document Pursuant to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance Section 15.1 of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments undersigned Lender hereby consents to the Credit execution by the General Administrative Agent of the Agreement.. Very truly yours, (NAME OF LENDER) By: Name: Title:

ACKNOWLEDGEMENT AND CONSENT. The Company Borrower is a party to the Company Collateral Documents, in each case as amended through Security Agreement and the date hereof, Borrower Pledge Agreement pursuant to which the Company Borrower has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Each Subsidiary Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, Subsidiary Guaranty pursuant to which the Parent Subsidiary Guarantors have guarantied the Obligations. The Subsidiary Guarantors party to the Guarantor has Pledge Agreement have created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to such Subsidiary Guarantor under the Subsidiary Guaranty and/or one or more of Guaranty. The Borrower and the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries Guarantors are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". ." Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Collateral Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed "Obligations," "Guarantied Obligations" and "Secured Obligations," as the case may be (in each case as such terms are defined in the applicable Collateral Document), including without limitation the payment and performance of all such "Obligations," "Guarantied Obligations" or secured thereby, "Secured Obligations," as the case may be, in respect of the Obligations of the Borrower now or hereafter existing under or in respect of the Amended Agreement and the Notes. Each Credit Support Party acknowledges and agrees that any of the Collateral Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Collateral Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than the Company and the Parent GuarantorBorrower) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement. Section 7.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by read this Amendment Agreement and consents to the amendment of the Credit Agreement effected as of the date terms hereof pursuant to this Amendment. Each Credit Support Party acknowledges and further hereby affirms, confirms, represents, warrants and agrees that any (a) notwithstanding the effectiveness of this Amendment Agreement, the obligations of such Credit Party under each of the Credit Support Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Credit Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, as amended hereby; (b) after giving effect to this Amendment Agreement, (i) neither the amendment of, or otherwise bound other modifications to, the Existing Credit Agreement (by this Amendment Agreement) nor the execution, delivery, performance or effectiveness of this Amendment Agreement or any other Loan Document shall impair the validity, effectiveness or priority of the Liens granted pursuant to the Collateral Documents (as in effect immediately prior to the date hereof, the “Existing Collateral Documents”) and such Liens shall continue unimpaired with the same priority to secure repayment of all the Obligations (as defined after giving effect hereto), whether heretofore or hereafter incurred and (ii) in the case of any Guarantor, its guarantee, as and to the extent provided in the Guaranty and Security Agreement, shall continue in full force and effect. Each effect in respect of the Obligations (as defined after giving effect hereto) under the Existing Credit Support Party hereby confirms that each Agreement, this Amendment Agreement and the other Loan Documents; (c) neither the modification of the Existing Credit Support Document Agreement (by this Amendment Agreement) nor the execution, delivery, performance or effectiveness of this Amendment Agreement requires any new filings be made or other actions taken to which it is a party perfect or otherwise bound maintain the perfection of such Liens; and all Collateral encumbered thereby will continue (d) the position of the Lenders with respect to guaranty or secure, as the case may besuch Liens, the payment and performance of all obligations guaranteed or secured therebyCollateral in which a security interest was granted pursuant to the Existing Collateral Documents, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding ability of the conditions Agent to effectiveness set forth in this Amendment, realize upon such Credit Support Party is not required by Liens pursuant to the terms of the Credit Agreement or Existing Collateral Documents have not been adversely affected in any other Loan Document to consent to material respect by modification of the amendments to the Existing Credit Agreement effected pursuant to this Amendment and (ii) nothing in Agreement or by the Credit Agreementexecution, delivery, performance or effectiveness of this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral DocumentsBorrower Pledge and Security Agreement and the Borrower Mortgage, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor Each of Company's Subsidiaries is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral Subsidiary Guaranty and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or Pledge Agreement and each of Company's Subsidiaries (other than the License Cos. and Granite Response Television Inc.) is a party to one or more of the Subsidiary Collateral DocumentsMortgages, in each case as amended through the date hereof, pursuant to which such Subsidiaries have Subsidiary has (i) guarantied the Obligations and/or and (ii) created Liens (subject to Liens permitted by the Credit Agreement) in favor of the Administrative Agent on certain CollateralCollateral (except to the extent prohibited by the FCC or the Communications Act) to secure the obligations of such Subsidiary under the Subsidiary Guaranty. The Company, the Parent Guarantor and such Subsidiaries each Subsidiary Guaranty are collectively referred to herein as the "Credit Support PartiesCREDIT SUPPORT PARTIES", and the Company Collateral DocumentsBorrower Pledge and Security Agreement, the Parent Collateral DocumentsBorrower Mortgage, the Subsidiary Guaranty Guaranty, the Subsidiary Pledge Agreement and the Subsidiary Collateral Documents Mortgages are collectively referred to herein as the "Credit Support DocumentsCREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed "Guarantied Obligations" and "Secured Obligations," as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Guarantied Obligations" or secured thereby, "Secured Obligations," as the case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than the Company and the Parent GuarantorCompany) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Parent Borrower is a party to the Company Collateral DocumentsParent Guarantee Agreement, in the Security Agreement, the Pledge Agreement and certain Mortgages, each case as amended through the date hereofSeventh Amendment Effective Date, pursuant to which, and in accordance with the terms of which, Parent Borrower has (i) guaranteed the Foreign Borrower Obligations (as defined in the Parent Guarantee Agreement), (ii) granted Liens in favor of Administrative Agent on certain Collateral to secure the Obligations and (iii) mortgaged to the Administrative Agent certain real and personal property to secure the Obligations. Each of Kxxxxxx Electronics, LLC (“KE”), Kxxxxxx Intermediate Holding, Inc. (“KIH”), Emkay Innovative Products, Inc. (“Emkay”) and Kxxxxxx Manufacturing Ltd. (“KML”) is a party to the Subsidiary Guarantee Agreement, the Security Agreement and the Pledge Agreement, each as amended through the Seventh Amendment Effective Date, pursuant to which KE, KIH, Emkay and KML have (i) guaranteed the Company has created Obligations and (ii) granted Liens in favor of the Administrative Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral DocumentsBorrower, in each case as amended through the date hereofKE, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral KIH, Emkay, and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries KML are collectively referred to herein as the "Credit Support “Loan Parties"”, and the Company Collateral Documents, the Parent Collateral DocumentsGuarantee Agreement, the Subsidiary Guaranty Guarantee Agreement, the Security Agreement, the Pledge Agreement and the Subsidiary Collateral Documents Mortgages are collectively referred to herein as the "“Credit Support Documents"”. Each Credit Support Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Security Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement and Security Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Loan Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent provided in the Credit Support Documents the payment and performance of all obligations guaranteed or secured therebyObligations and Foreign Borrower Obligations, as applicable, including without limitation the case may bepayment and performance of all such Obligations and Foreign Borrower Obligations in respect of the Obligations of Parent Borrower and Foreign Borrower Obligations, as applicable, now or hereafter existing under or in respect of the Amended Agreements. Each Loan Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Loan Party (other than represents and warrants that all representations and warranties contained in the Company Amended Agreements and the Parent GuarantorCredit Support Documents (considered as if already amended by this Amendment) to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Seventh Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Loan Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Loan Party (excluding the Parent Borrower) is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to Section 1 of this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Loan Party (excluding the Parent Borrower) to any future amendments to the Credit Agreement, as amended by this Amendment. Pursuant to Section 7.08 of the Security Agreement, the Loan Parties hereby consent to amend the Security Agreement as set forth in Sections 2 and 6 hereof.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the ---------------------- Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". ------------------------ Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral DocumentsPledge Agreement, Company Security Agreement and the Auxiliary Pledge Agreements, in each case as amended through the date hereofThird Amendment Effective Date, pursuant to which the Company has created Liens in favor of the Administrative Agent on certain Collateral to secure the Obligations. The Parent Each Subsidiary Guarantor is a party to the Parent Collateral DocumentsSubsidiary Guaranty, Subsidiary Pledge Agreement, Subsidiary Security Agreement and Subsidiary Patent and Trademark Security Agreement, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereofThird Amendment Effective Date, pursuant to which such Subsidiaries have Subsidiary Guarantor has (i) guarantied the Obligations and/or and (ii) created Liens in favor of the Administrative Agent on certain CollateralCollateral to secure the obligations of such Subsidiary Guarantor under the Subsidiary Guaranty. The Company, the Parent Guarantor Company and such Subsidiaries Subsidiary Guarantors are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents referred to above are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed "Guarantied Obligations" and "Secured Obligations," as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Guarantied Obligations" or secured thereby, "Secured Obligations," as the case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Without limiting the generality of the foregoing, each Credit Support Party hereby acknowledges and confirms the understanding and intent of such party that, upon the effectiveness of this Amendment, and as a result thereof, the definition of "Obligations" contained in the Amended Agreement includes the obligations of Company under the New Notes. Each Credit Support Party (other than acknowledges and agrees that any of the Company Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Parent Guarantor) Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Third Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Each of the undersigned Guarantors hereby (1) consents to the execution and delivery by the Borrower of the foregoing Amendment No. 5; (2) confirms and agrees that it is a Guarantor party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is Guarantee Agreement and a Grantor party to the Parent Collateral Documents, in each case as amended through Security Agreement and that the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The CompanyGuarantee Agreement, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", Security Agreement and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support other Loan Documents to which it is a party or otherwise bound are, and shall continue to be, in full force and effecteffect in accordance with their respective terms, (3) agrees that the definition of “Obligations” (and any other term referring to the indebtedness, liabilities and obligations of the Borrower to the Administrative Agent or any of the Lenders) in the Guarantee Agreement and the other Loan Documents shall include the Indebtedness of the Borrower under the foregoing Amendment No. Each 5; (4) agrees that the definition of “Credit Support Party hereby confirms that each Credit Support Document Agreement” in the Guarantee Agreement and the other Loan Documents to which it is a party or otherwise bound and all Collateral encumbered thereby will continue is hereby amended to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of mean the Credit Agreement as modified by the foregoing Amendment No. 5; (5) reaffirms its continuing liability under its Guarantee Agreement (as modified hereby); (6) reaffirms all of its agreements and obligations under the Security Documents; (7) reaffirms that all Obligations of the Borrower under or any other Loan Document to consent to the amendments to in connection with the Credit Agreement effected pursuant to this as modified by the foregoing Amendment No. 5 are “Obligations” as that term is defined in the Security Documents; and (ii) nothing 8) reaffirms that all such Obligations continue to be secured by the Security Documents, which remain in the Credit Agreementfull force and effect and are hereby ratified and confirmed. OUTLET RETAIL STORES, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.INC. By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Senior Vice President and Chief Financial Officer PFALTZGRAFF FACTORY STORES, INC. By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Senior Vice President and Chief Financial Officer SYRATECH ACQUISITION CORPORATION By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Senior Vice President and Chief Financial Officer LTB DE MEXICO, S.A. DE C.V. By: /s/Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Director TMC ACQUISITION INC. By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Senior Vice President and Chief Financial Officer LIFETIME BRANDS AMENDMENT NO. 5 ACKNOWLEDGMENT AND CONSENT

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Collateral Account Agreement, pursuant to which Company has created Liens in favor of Administrative Agent on a certain deposit account of Company upon the occurrence of an event stated therein; the Amended and Restated Pledge Agreement, pursuant to which Company has affirmed, among other things, the pledge to Collateral DocumentsAgent for the benefit of Secured Parties of certain capital stock and intercompany indebtedness owned by it to secure the Secured Obligations; and the Security Agreement, pursuant to which Company has granted Liens in favor of Collateral Agent on certain Collateral to secure the Secured Obligations, in each case as amended through the date hereof, Second Amendment Effective Date. Each Subsidiary Guarantor is a party to the Subsidiary Guaranty pursuant to which such Subsidiary Guarantor has guaranteed the Company Obligations; the Amended and Restated Pledge Agreement pursuant to which such Subsidiary Guarantor has created affirmed, among other things, the pledge to Collateral Agent for the benefit of Secured Parties of certain capital stock and intercompany indebtedness owned by it to secure the obligations of such Subsidiary Guarantor under the Subsidiary Guaranty and Additional Debt (as defined in the Security Agreement); and the Security Agreement pursuant to which such Subsidiary Guarantor will grant Liens in favor of the Collateral Agent on certain Collateral to secure the Obligations. The Parent obligations of such Subsidiary Guarantor is a party to under the Parent Collateral DocumentsSubsidiary Guaranty and Additional Debt (as defined in the Security Agreement), in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral Second Amendment Effective Date. Company and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries Guarantors are collectively referred to herein as the "Credit Support Parties", and the Company Collateral DocumentsAccount Agreement, the Parent Collateral Documents, the Subsidiary Guaranty Amended and Restated Pledge Agreement and the Subsidiary Collateral Documents Security Agreement are collectively referred to herein as the "Credit Support Documents". ." Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed or secured therebySecured Obligations, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Secured Obligations, as the case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than the Company and the Parent GuarantorCompany) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party Guarantors are parties to the Company Collateral DocumentsGuaranty, the Guarantor Pledge Agreement (in each the case of certain Guarantors), the Security Agreement dated as of March 31, 1995 and as the same has been and may be amended through from time to time (the date hereof"SECURITY AGREEMENT") by the Guarantors named therein (in the case of certain Guarantors) and the Second Amended and Restated Trademark Mortgage Agreement dated as of March 31, 1995 (as amended, the "TRADEMARK AGREEMENT") between Ticketmaster Corporation and Agent (in the case of Ticketmaster Corporation) pursuant to which each Guarantor has guarantied the Company has Obligations on the terms (and to the extent) set forth in the Guaranty and certain Guarantors have created Liens in favor of the Agent on certain Collateral to secure the ObligationsObligations on the terms (and to the extent) set forth in the Guarantor Pledge Agreement, the Security Agreement and the Trademark Agreement. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The CompanyGuaranty, the Parent Guarantor Pledge Agreement, the Security Agreement and such Subsidiaries the Pledge Agreement are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". GUARANTOR DOCUMENTS." Each Credit Support Party Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party Guarantor hereby confirms that each Credit Support Guarantor Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible in accordance with the applicable provisions of the Guarantor Documents the payment and performance of all obligations guaranteed guarantied or secured thereby, as the case may beobligations. Each Credit Support Party (other than Guarantor acknowledges and agrees that any of the Company Guarantor Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the Parent Guarantor) execution or effectiveness of this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Guarantor Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Ninth Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Each Borrower is a party to the Company Pledge Agreement and certain of the Collateral Documents, as amended through the Second Amendment Effective Date, pursuant to which each Borrower has created Liens in favor of Administrative Agent on certain Collateral to secure the Obligations. The stock of each Subsidiary Guarantor is pledged under the Pledge Agreement, each Subsidiary Guarantor is a party to the Subsidiary Guaranty and certain of the Collateral Documents, in each case as amended through the date hereofSecond Amendment Effective Date, pursuant to which each Subsidiary Guarantor has (i) guarantied the Company has Obligations and (ii) created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Administrative Agent on certain Collateral and pledged certain Collateral to the Administrative Agent to secure the Obligations obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to such Subsidiary Guarantor under the Subsidiary Guaranty and/or one or more of the Guaranty. Each Borrower and Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, Pledge Agreement and the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement and Pledge Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed or secured thereby"Obligations" and "Secured Obligations," as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations" and "Secured Obligations," as the case may be, in respect of the Obligations of each Borrower now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than the Company and the Parent GuarantorBorrowers) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement and Pledge Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral DocumentsAmended and Restated Pledge and Security Agreement, Amended and Restated Intellectual Property License Agreement, and Amended and Restated Environmental Indemnity, in each case as amended through the date hereofFirst Amendment Date, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Each Subsidiary Guarantor is a party to the Parent Collateral DocumentsSubsidiary Guaranty, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereofFirst Amendment Date, pursuant to which such Subsidiaries have has (i) guarantied the Obligations and/or and (ii) created Liens in favor of the Agent on certain CollateralCollateral to secure the obligations of such Subsidiary Guarantor under the Subsidiary Guaranty. The Company, the Parent Guarantor and such Subsidiaries Subsidiary Guarantors are collectively referred to herein as the "Credit Support PartiesCREDIT SUPPORT PARTIES", and the Company Collateral DocumentsAmended and Restated Pledge and Security Agreement, the Parent Collateral DocumentsAmended and Restated Intellectual Property License Agreement, the Amended and Restated Environmental Indemnity and Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support DocumentsCREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed "Guarantied Obligations" and "Secured Obligations," as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Guarantied Obligations" or secured thereby, "Secured Obligations," as the case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Without limiting the generality of the foregoing, each Credit Support Party (other than the Company and the Parent Guarantor) hereby acknowledges and agrees that (i) notwithstanding confirms the conditions to understanding and intent of such party that, upon the effectiveness set forth in of this Amendment, such Credit Support Party is not required by and as a result thereof, the terms definition of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.211

ACKNOWLEDGEMENT AND CONSENT. The Company Borrower is a party to the Company Collateral Documents, in each case as amended through the date hereof, Borrower Pledge Agreement pursuant to which the Company Borrower has created Liens in favor of the Agent on pledged certain Collateral to Administrative Agent to secure the Obligations. The Parent Guarantor TRC is a party to the Parent Collateral Documents, in each case as amended through Subsidiary Guaranty and the date hereof, Subsidiary Pledge Agreement pursuant to which the Parent Guarantor TRC has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or and (ii) created Liens in favor pledged certain Collateral to Administrative Agent to secure the Obligations and to secure the obligations of TRC under the Subsidiary Guaranty. Each of the Agent other Guarantors listed on certain Collateralthe signature pages hereof is a party to the Subsidiary Guaranty pursuant to which such Guarantor has guarantied the Obligations. The Company, Borrower and the Parent Guarantor and such Subsidiaries Guarantors are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral DocumentsBorrower Pledge Agreement, the Subsidiary Guaranty Pledge Agreement and the Subsidiary Collateral Documents Guaranty are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Term Loan Agreement as amended by and this Amendment and consents to the amendment of the Credit Term Loan Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed or secured thereby"Guarantied Obligations" and "Secured Obligations," as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Guarantied Obligations" and "Secured Obligations," as the case may be, in respect of the Obligations of Borrower now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Credit Support Party (other than acknowledges and agrees that any of the Company Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Parent Guarantor) Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Third Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Term Loan Agreement or any other Loan Document to consent to the amendments to the Credit Term Loan Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Term Loan Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Term Loan Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Each Subsidiary Guarantor is a party to the Parent Collateral Documents, in each case as amended through Subsidiaries Guarantee and the date hereof, pursuant other Security Documents to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company such Credit Support Parties are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have Subsidiary Guarantor has (i) guarantied Borrower's obligations under the Obligations and/or Loan Documents and (ii) created Liens in favor of the Collateral Agent on certain CollateralCollateral to secure the obligations of such Subsidiary Guarantor under the Subsidiaries Guarantee. The Company, the Parent Guarantor and such Subsidiaries Subsidiary Guarantors are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty Subsidiaries Guarantee and the Subsidiary Collateral other Security Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Term Loan Agreement as amended by and this Amendment and consents to the amendment of the Credit Term Loan Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all "Obligations" (as such term is defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations" in respect of the Borrower now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Without limiting the generality of the foregoing, each Credit Support Party hereby acknowledges and confirms the understanding and intent of such party that, upon the effectiveness of this Amendment, and as a result thereof, the definition of "Obligations" contained in the Amended Agreement includes the obligations guaranteed or secured thereby, as of Borrower under the case may beNew Notes. Each Credit Support Party (other than acknowledges and agrees that any of the Company Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support [First Amendment LA1-773680 to Term Loan Agreement] Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Parent Guarantor) Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Term Loan Agreement or any other Loan Document to consent to the amendments to the Credit Term Loan Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Term Loan Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Term Loan Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, Guaranty pursuant to which the Company has created Liens in favor guarantied certain Obligations under the Credit Agreement. Each Subsidiary of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor Company is a party to the Parent Subsidiary Guaranty Agreement pursuant to which each such Subsidiary has guarantied certain Obligations under the Credit Agreement. Each of the Loan Parties is a party to certain Collateral Documents, in each case as amended through the date hereof, Documents pursuant to which the Parent Guarantor has created Loan Parties have granted Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure Collateral Agent, for the Obligations benefit of Lenders and the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain CollateralSenior Note Holders. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral DocumentsGuaranty, the Subsidiary Guaranty Agreement and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support DocumentsCREDIT SUPPORT DOCUMENTS". Each Credit Support Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Loan Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed "GUARANTIED OBLIGATIONS" and "SECURED OBLIGATIONS", as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "GUARANTIED OBLIGATIONS" or secured thereby"SECURED OBLIGATIONS", as the case may be, in respect of the Obligations now or hereafter existing under or in respect of the Amended Agreement. Each Credit Support Loan Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Loan Party represents and warrants that all representations and warranties contained in the Amended Agreement or any other Loan Document to consent to the amendments to and the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.Support

ACKNOWLEDGEMENT AND CONSENT. The Company is Each Guarantor and the Borrower are referred to herein as a “Credit Support Party” and collectively as the “Credit Support Parties”, and the Loan Documents to which they are a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "“Credit Support Documents"”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement as amended by and this Second Amendment and consents to the amendment of the Existing Credit Agreement effected as of the date hereof pursuant to this Second Amendment. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Support Documents the payment and performance of all “Obligations” under each of the Credit Support Documents to which is a party (in each case as such terms are defined in the applicable Credit Support Document). Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effecteffect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Second Amendment. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such Credit Support Party is not required by the terms of the Existing Credit Agreement or and other Credit Support Documents do not require the consent of any Credit Support Party (other Loan Document to consent to than the Borrower) for the effectiveness of the amendments to the Credit Agreement effected pursuant to this Second Amendment and (ii) nothing in the Existing Credit Agreement, this Second Amendment or any other Loan Credit Support Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the As-Amended Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral DocumentsBorrower Pledge and Security Agreement and the Borrower Mortgage, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor Each of Company's Subsidiaries is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral Subsidiary Guaranty and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or Pledge Agreement and each of Company's Subsidiaries (other than the License Cos, WKBW-TV, Inc., Queen City and Granite Response Television Inc.) is a party to one or more of the Subsidiary Collateral DocumentsMortgages, in each case as amended through the date hereof, pursuant to which such Subsidiaries have Subsidiary has (i) guarantied the Obligations and/or and (ii) created Liens (subject to Liens permitted by the Credit Agreement) in favor of the Administrative Agent on certain CollateralCollateral (except to the extent prohibited by the FCC or the Communications Act) to secure the obligations of such Subsidiary under the Subsidiary Guaranty. The Each Company, the Parent Guarantor and such Subsidiaries each Subsidiary Guaranty are collectively referred to herein as the "Credit Support PartiesCREDIT SUPPORT PARTIES", and the Company Collateral DocumentsBorrower Pledge and Security Agreement, the Parent Collateral DocumentsBorrower Mortgage, the Subsidiary Guaranty Guaranty, the Subsidiary Pledge Agreement and the Subsidiary Collateral Documents Mortgages are collectively referred to herein as the "Credit Support DocumentsCREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed "Guarantied Obligations" and "Secured Obligations," as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Guarantied Obligations" or secured thereby, "Secured Obligations," as the case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than the Company and the Parent GuarantorCompany) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Each of the undersigned is a Loan Party to the Existing Credit Agreement and is a party to the Company certain Subsidiary Guaranties, Collateral Documents and/or Loan Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor . Each of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges undersigned confirms that it has reviewed the terms and provisions of the foregoing Amended and Restated Credit Agreement as amended by this Amendment (the "Amended and consents Restated Credit Agreement"), including any documents referred to therein, and confirms and agrees that, notwithstanding the amendment effectiveness of the Amended and Restated Credit Agreement effected as Agreement, the obligations of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of undersigned under the Credit Support Subsidiary Guaranties, the Collateral Documents and/or the Loan Documents to which it is a party shall not be impaired or otherwise bound affected and each such Subsidiary Guaranty, Loan Document and/or Collateral Document shall continue in full force and effecteffect and is hereby ratified and confirmed. Mall Construction Subsidiary hereby ratifies and confirms the grant of security interests and Liens made by such Mall Construction Subsidiary in favor of the Administrative Agent in and to the Collateral pursuant to the Collateral Documents as security for the Obligations. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as of the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) undersigned acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendmentthe Amended and Restated Credit Agreement, such Credit Support Party it is not required by the terms of the Existing Credit Agreement Agreement, the Subsidiary Guaranties, the Collateral Documents or any other Loan Document to which it is a party to consent to the amendments to amendment and restatement of the Existing Credit Agreement effected pursuant to this Amendment the Amended and Restated Credit Agreement and (ii) nothing in the Existing Credit Agreement, this Amendment the Amended and Restated Credit Agreement, the Subsidiary Guaranties, the Collateral Documents or any other Loan Document to which it is a party shall be deemed to require the consent of such Credit Support Party the undersigned to any future amendments to amendments. Capitalized terms used in the foregoing two paragraphs and not otherwise defined therein, shall be used as defined in the Amended and Restated Credit Agreement. MALL INTERMEDIATE HOLDING COMPANY, LLC By: VENETIAN CASINO RESORT, LLC, its sole member By: LAS VEGAS SANDS, INC., its managing member By: /s/David Friedman --------------------------------------- Name: David Friedman Title: Secretary Notice Address: Mall Intermediate Holding Company, LLC 3355 Las Vegas Boulevard Soutx Xxxx 0X Xxx Xxxxx, Xxxxxx 00000 Xxxn: General Counsel Telefax: (702) 733-5499 LIDO INTERMEDIATE HOLDING COMPANY, LLC By: VENETIAN CASINO RESORT, LLC, its sole member By: LAS VEGAS SANDS, INC., its managing member By: /s/David Friedman --------------------------------------- Name: David Friedman Xxxle: Secretary Notice Address: Lido Intermediate Holding, LLC 3355 Las Vegas Boulevard Soutx Xxxx 0X Xxx Xxxxx, Xxxxxx 00000 Xxxn: General Counsel Telefax: (702) 733-5499 XXXXX XXXAL SHOPS MALL CONSTRUCTION, LLC By: VENETIAN CASINO RESORT, LLC, its sole member By: LAS VEGAS SANDS, INC., its managing member By: /s/David Friedman ----------------------------- Name: David Friedman Title: Secetary Notice Address: Grand Canal Shops Mall Construction, LLC 3355 Las Vegas Boulevard Soutx Xxxx 0X Xxx Xxxxx, Xxxxxx 00000 Xxxx: General Counsel Telefax: (702) 733-5499 AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF SEPTEMBER 17, 2001 AMONG LAS VEGAS SANDS, INC., and VENETIAN CASINO RESORT, LLC as Borrowers, THE LENDERS LISTED HEREIN, as Lenders, THE BANK OF NOVA SCOTIA as Lead Arranger, and THE BANK OF NOVA SCOTIA as Administrative Agent TABLE OF CONTENTS

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Collateral Account Agreement, pursuant to which Company has created Liens in favor of Administrative Agent on a certain deposit account of Company upon the occurrence of an event stated therein; the Amended and Restated Pledge Agreement, pursuant to which Company has affirmed, among other things, the pledge to Collateral DocumentsAgent for the benefit of Secured Parties of certain capital stock and intercompany indebtedness owned by it to secure the Secured Obligations; and the Security Agreement, pursuant to which Company has granted Liens in favor of Collateral Agent on certain Collateral to secure the Secured Obligations, in each case as amended through the date hereof, Third Amendment Effective Date. Each Subsidiary Guarantor is a party to the Subsidiary Guaranty pursuant to which such Subsidiary Guarantor has guarantied the Company Obligations; the Amended and Restated Pledge Agreement pursuant to which such Subsidiary Guarantor has created affirmed, among other things, the pledge to Collateral Agent for the benefit of Secured Parties of certain capital stock and intercompany indebtedness owned by it to secure the obligations of such Subsidiary Guarantor under the Subsidiary Guaranty and Additional Debt (as defined in the Security Agreement); and the Security Agreement pursuant to which such Subsidiary Guarantor will grant Liens in favor of the Collateral Agent on certain Collateral to secure the Obligations. The Parent obligations of such Subsidiary Guarantor is a party to under the Parent Collateral DocumentsSubsidiary Guaranty and Additional Debt (as defined in the Security Agreement), in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral Third Amendment Effective Date. Company and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries Guarantors are collectively referred to herein as the "“Credit Support Parties"”, and the Company Collateral DocumentsAccount Agreement, the Parent Collateral Documents, the Subsidiary Guaranty Amended and Restated Pledge Agreement and the Subsidiary Collateral Documents Security Agreement are collectively referred to herein as the "“Credit Support Documents". .” Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed or secured therebySecured Obligations, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Secured Obligations, as the case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than the Company and the Parent GuarantorCompany) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Borrower is a party to the Company Collateral certain Security Documents, in each case as amended through the date hereof, pursuant to which the Company Borrower has created Liens in favor of the Administrative Agent on certain Collateral to secure the Obligations. The Parent Each Guarantor is a party to a Guarantee and certain Security Documents specified in the Parent Collateral DocumentsCredit Agreement, in each case as amended through the date hereofFirst Amendment Date, pursuant to which the Parent such Guarantor has created Liens (i) guarantied the Obligations pursuant to a Guarantee and (ii) granted a security interest in favor of the Agent on certain Collateral and pledged certain Collateral to the Administrative Agent to secure the Obligations obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, such Guarantor under such Guarantee pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Security Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and the other Loan Documents, this Amendment and the Security Agreement Amendment and consents to the amendment of the Credit Agreement and the other Loan Documents effected as of the date hereof pursuant to this Amendment and the Security Agreement Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Loan Party hereby confirms that each Credit Support Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed "Obligations" and "Secured Obligations," as the case may be (in each case as such terms are defined in the applicable Loan Document), including without limitation the payment and performance of all such "Obligations" or secured thereby, "Secured Obligations," as the case may be, in respect of the Obligations of the Borrower and the Guarantors now or hereafter existing under or in respect of the Amended Agreements and the Notes. Each Credit Support Loan Party (other than acknowledges and agrees that the Company Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment and the Parent Guarantor) Security Agreement Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party it is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company (as Guarantor) is a party to the Company Collateral DocumentsGuaranty and Xxxxxxxxx Service Corporation, a California corporation, and Xxxxxxxxx Management Corporation, a California corporation, (each as a Subsidiary Guarantor) are each party to a Subsidiary Guaranty, in each case as amended through the date hereofThird Amendment Closing Date, pursuant to which the Company Guarantor and each Subsidiary Guarantor has created Liens in favor of the Agent on certain Collateral to secure guarantied the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries Guarantors are collectively referred to herein as the "Credit Support Parties", " and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents Guaranties are collectively referred to herein as the "Credit Support Documents". ." Each Credit Support Party of the Guarantor and the Subsidiary Guarantors hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each of the Guarantor and the Subsidiary Guarantors hereby confirms that each Credit Support Party Document to which it is a party or otherwise bound will continue to guaranty, to the fullest extent possible the payment and performance of all "Guarantied Obligations" and "Subsidiary Guarantied Obligations," as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Guarantied Obligations" or "Subsidiary Guarantied Obligations," as the case may be, in respect of the Obligations of the Borrowers now or hereafter existing under or in respect of the Amended Agreement. Each of the Guarantor and the Subsidiary Guarantors acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effecteffect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each of the Guarantor and the Subsidiary Guarantors represents and warrants that all representations and warranties contained in the Amended Agreement and in the Credit Support Party hereby confirms that each Credit Support Document Documents to which it is a party or otherwise bound are true, correct and complete in all Collateral encumbered thereby will continue material respects on and as of the Third Amendment Closing Date to guaranty or securethe same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may besuch earlier date. Each Credit Support Party (other than of the Company Guarantor and the Parent Guarantor) Subsidiary Guarantors acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is the Guarantor and the Subsidiary Guarantors are not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party Guarantor or Subsidiary Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral DocumentsPledge Agreement, Company Security Agreement and the Auxiliary Pledge Agreements, in each case as amended through the date hereofSecond Amendment Effective Date, pursuant to which the Company has created Liens in favor of the Administrative Agent on certain Collateral to secure the Obligations. The Parent Each Subsidiary Guarantor is a party to the Parent Collateral DocumentsSubsidiary Guaranty, Subsidiary Pledge Agreement, Subsidiary Security Agreement and Subsidiary Patent and Trademark Security Agreement, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereofSecond Amendment Effective Date, pursuant to which such Subsidiaries have Subsidiary Guarantor has (i) guarantied the Obligations and/or and (ii) created Liens in favor of the Administrative Agent on certain CollateralCollateral to secure the obligations of such Subsidiary Guarantor under the Subsidiary Guaranty. The Company, the Parent Guarantor Company and such Subsidiaries Subsidiary Guarantors are collectively referred to herein as the "“Credit Support Parties"”, and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents referred to above are collectively referred to herein as the "“Credit Support Documents"”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed “Guarantied Obligations” and “Secured Obligations,” as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such “Guarantied Obligations” or secured thereby, “Secured Obligations,” as the case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement. Each Credit Support Party (other than acknowledges and agrees that any of the Company Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Parent Guarantor) Credit Support Documents to which it is a party or otherwise bound are true, AMENDED AND RESTATED REVOLVING LOAN CREDIT AGREEMENT 11 EXECUTION correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is Repeat Incorporated, an Arizona corporation ("Repeat"), and Barter Optical, Inc., a party Washington corporation ("Barter"), are parties to the Company Collateral Documents, in each case as amended through the date hereofGuaranty, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral Repeat and pledged certain Collateral to the Agent to secure Barter have guarantied the Obligations of Company under the Parent GuarantorCredit Agreement. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor Repeat and such Subsidiaries Barter are collectively referred to herein as the "Credit Support Consenting Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Consenting Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Consenting Party hereby confirms that the Guaranty will continue to guaranty to the fullest extent possible the payment and performance of all "Guaranteed Obligations" (as such term is defined in the Guaranty), including without limitation the payment and performance of all such Guarantied Obligations, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and all Notes. Each Consenting Party acknowledges and agrees that any the Guaranty shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the Credit Support Documents execution or effectiveness of this Amendment. Each Consenting Party represents and warrants that all representations and warranties contained in the Guaranty and the Amended Agreement to which it is a party or otherwise bound shall continue are true, correct and complete in full force all material respects on and effectas of the Seventh Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Consenting Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Consenting Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Consenting Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Borrower is a party to the Company Collateral Documents, in each case as amended through Security Agreement and the date hereof, Borrower Pledge Agreement pursuant to which the Company Borrower has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Each Subsidiary Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, Subsidiary Guaranty pursuant to which the Parent Subsidiary Guarantors have guarantied the Obligations. The Subsidiary Guarantors party to the Guarantor has Pledge Agreement have created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to such Subsidiary Guarantor under the Subsidiary Guaranty and/or one or more of Guaranty. The Borrower and the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries Guarantors are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". ." Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Collateral Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed "Obligations," "Guarantied Obligations" and "Secured Obligations," as the case may be (in each case as such terms are defined in the applicable Collateral Document), including without limitation the payment and performance of all such "Obligations," "Guarantied Obligations" or secured thereby, "Secured Obligations," as the case may be, in respect of the Obligations of the Borrower now or hereafter existing under or in respect of the Amended Agreement and the Notes. Each Credit Support Party acknowledges and agrees that any of the Collateral Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all repre- sentations and warranties contained in the Amended Agreement and the Collateral Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Third Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than the Company and the Parent GuarantorBorrower) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement. Section 6.

ACKNOWLEDGEMENT AND CONSENT. The Company Borrower is a party to the Company Collateral Documents, in each case as amended through the date hereof, Borrower Pledge Agreement pursuant to which the Company Borrower has created Liens in favor of the Agent on pledged certain Collateral to Administrative Agent to secure the Obligations. The Parent Guarantor TRC is a party to the Parent Collateral Documents, in each case as amended through Subsidiary Guaranty and the date hereof, Subsidiary Pledge Agreement pursuant to which the Parent Guarantor TRC has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or and (ii) created Liens in favor pledged certain Collateral to Administrative Agent to secure the Obligations and to secure the obligations of TRC under the Agent on certain CollateralSubsidiary Guaranty. The CompanyTRC West, Inc. is a party to the Parent Guarantor Subsidiary Guaranty pursuant to which TRC West, Inc. has guarantied the Obligations. Total Renal Care Acquisition Corp. is a party to the Subsidiary Guaranty pursuant to which Total Renal Care Acquisition Corp. has guarantied the Obligations. Borrower, TRC, TRC West, Inc. and such Subsidiaries Total Renal Care Acquisition Corp. are collectively referred to herein as the "Credit Support PartiesCREDIT SUPPORT PARTIES", and the Company Collateral Documents, the Parent Collateral DocumentsBorrower Pledge Agreement, the Subsidiary Guaranty Pledge Agreement and the Subsidiary Collateral Documents Guaranty are collectively referred to herein as the "Credit Support DocumentsCREDIT SUPPORT DOCUMENTs". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Term Loan Agreement as amended by and this Amendment and consents to the amendment of the Credit Term Loan Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed or secured thereby"Guarantied Obligations" and "Secured Obligations," as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Guarantied Obligations" and "Secured Obligations," as the case may be, in respect of the Obligations of Borrower now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Credit Support Party (other than acknowledges and agrees that any of the Company Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Parent Guarantor) Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Term Loan Agreement or any other Loan Document to consent to the amendments to the Credit Term Loan Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Term Loan Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Term Loan Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party Each of the undersigned parties to the Company Amended and Restated Guarantee and Collateral DocumentsAgreement, in each case dated as amended through of July 27, 2000, as amended, supplemented or otherwise modified from time to time, made by the date hereof, pursuant to which the Company has created Liens undersigned in favor of Xxxxxx Commercial Paper Inc., as General Administrative Agent, for the benefit of the Lenders, hereby (a) consents to the transactions contemplated by the Seventh Waiver And Consent to and under the Amended and Restated Credit and Guarantee Agreement and (b) acknowledges and agrees that the guarantees and grants of security interests contained in such Amended and Restated Guarantee and Collateral Agreement and in the other Security Documents are, and shall remain, in full force and effect after giving effect to the Seventh Waiver and Consentand all prior modifications to the Amended and Restated Credit and Guarantee Agreement. SMTC MANUFACTURING CORPORATION OF CALIFORNIA SMTC MANUFACTURING CORPORATION OF COLORADO SMTC MANUFACTURING CORPORATION OF MASSACHUSETTS SMTC MANUFACTURING CORPORATION OF NORTH CAROLINA SMTC MANUFACTURING CORPORATION OF TEXAS SMTC MANUFACTURING CORPORATION OF WISCONSIN SMTC MEX HOLDINGS, INC. QUALTRON, INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory EXHIBIT A LENDER CONSENT LETTER HTM HOLDINGS, INC. SMTC MANUFACTURING CORPORATION OF CANADA AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT DATED AS OF JULY 27, 2000 To: Xxxxxx Commercial Paper Inc., as General Administrative Agent on certain Collateral c/o Xxxxxxx Xxxxxxx & Xxxxxxxx 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Reference is made to secure the ObligationsAmended and Restated Credit and Guarantee Agreement, dated as of July 27, 2000 (as heretofore amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SMTC Corporation, HTM Holdings, Inc. (the “U.S. Borrower”), SMTC Manufacturing Corporation of Canada (the “Canadian Borrower”; together with the U.S. Borrower, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), Xxxxxx Commercial Paper Inc., as general administrative agent (in such capacity, the “General Administrative Agent”), and others. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. The Parent Guarantor is a party Borrowers have requested that the Lenders consent to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on amend certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment on the terms described in the Seventh Waiver and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents Consent to which it a form of this Lender Consent Letter is a party or otherwise bound shall continue in full force and effectattached as Exhibit A (the “Agreement”). Each Credit Support Party hereby confirms that each Credit Support Document Pursuant to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance Section 15.1 of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments undersigned Lender hereby consents to the Credit execution by the General Administrative Agent of the Agreement.. Very truly yours, (NAME OF LENDER) By: Name: Title:

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, Guaranty pursuant to which the Company has created Liens in favor guarantied certain Obligations under the Credit Agreement. Each Subsidiary of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor Company is a party to the Parent Subsidiary Guaranty Agreement pursuant to which each such Subsidiary has guarantied certain Obligations under the Credit Agreement. Each of the Loan Parties is a party to certain Collateral Documents, in each case as amended through the date hereof, Documents pursuant to which the Parent Guarantor has created Loan Parties have granted Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure Collateral Agent, for the Obligations benefit of Lenders and the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain CollateralSenior Note Holders. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral DocumentsGuaranty, the Subsidiary Guaranty Agreement and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support DocumentsCREDIT SUPPORT DOCUMENTS". Each Credit Support Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Loan Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed "GUARANTIED OBLIGATIONS" and "SECURED OBLIGATIONS", as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "GUARANTIED OBLIGATIONS" or secured thereby"SECURED OBLIGATIONS", as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth , in this Amendment, such Credit Support Party is not required by the terms respect of the Credit Agreement Obligations now or any other Loan Document to consent to hereafter existing under or in respect of the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Amended Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Each of the undersigned Guarantors hereby (1) consents to the execution and delivery by the Borrower of the foregoing Amendment No. 3; (2) confirms and agrees that it is a Guarantor party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is Guarantee Agreement and a Grantor party to the Parent Collateral Documents, in each case as amended through Security Agreement and that the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The CompanyGuarantee Agreement, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", Security Agreement and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support other Loan Documents to which it is a party or otherwise bound are, and shall continue to be, in full force and effecteffect in accordance with their respective terms, (3) agrees that the definition of “Obligations” (and any other term referring to the indebtedness, liabilities and obligations of the Borrower to the Administrative Agent or any of the Lenders) in the Guarantee Agreement and the other Loan Documents shall include the Indebtedness of the Borrower under the foregoing Amendment No. Each 3; (4) agrees that the definition of “Credit Support Party hereby confirms that each Credit Support Document Agreement” in the Guarantee Agreement and the other Loan Documents to which it is a party or otherwise bound and all Collateral encumbered thereby will continue is hereby amended to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of mean the Credit Agreement as modified by the foregoing Amendment No. 3; (5) reaffirms its continuing liability under its Guarantee Agreement (as modified hereby); (6) reaffirms all of its agreements and obligations under the Security Documents; (7) reaffirms that all Obligations of the Borrower under or any other Loan Document to consent to the amendments to in connection with the Credit Agreement effected pursuant to this as modified by the foregoing Amendment No. 3 are “Obligations” as that term is defined in the Security Documents; and (ii) nothing 8) reaffirms that all such Obligations continue to be secured by the Security Documents, which remain in the Credit Agreementfull force and effect and are hereby ratified and confirmed. OUTLET RETAIL STORES, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.INC. By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Senior VP - Finance PFALTZGRAFF FACTORY STORES, INC. By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Senior VP - Finance SYRATECH ACQUISITION CORPORATION By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Senior VP - Finance LTB DE MEXICO, S.A. DE C.V. By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Director TMC ACQUISITION INC. By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Senior VP - Finance LIFETIME BRANDS AMENDMENT NO. 3 ACKNOWLEDGEMENT AND CONSENT

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, Guaranty pursuant to which the Company has created Liens in favor guarantied certain Obligations under the Credit Agreement. Each Subsidiary of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor Company is a party to the Parent Subsidiary Guaranty Agreement pursuant to which each such Subsidiary has guarantied certain Obligations under the Credit Agreement. Each of the Loan Parties is a party to certain Collateral Documents, in each case as amended through the date hereof, Documents pursuant to which the Parent Guarantor has created Loan Parties have granted Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure Collateral Agent, for the Obligations benefit of Lenders and the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain CollateralSenior Note Holders. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral DocumentsGuaranty, the Subsidiary Guaranty Agreement and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support DocumentsCREDIT SUPPORT DOCUMENTS". Each Credit Support Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Loan Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed "GUARANTIED OBLIGATIONS" and "SECURED OBLIGATIONS", as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "GUARANTIED OBLIGATIONS" or secured thereby"SECURED OBLIGATIONS", as the case may be, in respect of the Obligations now or hereafter existing under or in respect of the Amended Agreement. Each Credit Support Loan Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Loan Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or any other Loan Document to consent otherwise bound are true, correct and complete in all material respects on and as of the Seventh Amendment Effective Date to the amendments same extent as though made on and as of that date, except to the Credit Agreement effected pursuant extent such representations and warranties specifically relate to this Amendment an earlier date, in which case they were true, correct and (ii) nothing complete in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent all material respects on and as of such Credit Support Party to any future amendments to the Credit Agreementearlier date.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Each Subsidiary Guarantor is a party to the Parent Collateral Documents, in each case as amended through Subsidiaries Guarantee and the date hereof, pursuant other Security Documents to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company such Credit Support Parties are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have Subsidiary Guarantor has (i) guarantied guaranteed the Obligations and/or Borrower's obligations under the Loan Documents and (ii) created Liens in favor of the Collateral Agent on certain CollateralCollateral to secure the obligations of such Subsidiary Guarantor under the Subsidiaries Guarantee. The Company, the Parent Guarantor and such Subsidiaries Subsidiary Guarantors are collectively referred to herein as the "Credit Support PartiesCREDIT SUPPORT PARTIES", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty Subsidiaries Guarantee and the Subsidiary Collateral other Security Documents are collectively referred to herein as the "Credit Support DocumentsCREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed "Obligations" (as such term is defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations" in respect of the Borrower now or secured thereby, as hereafter existing under or in respect of the case may beAmended Agreement defined therein. Each Credit Support Party (other than acknowledges and agrees that any of the Company Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Parent Guarantor) Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Third Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Borrower is a party to the Company Collateral Documents, in each case as amended through the date hereof, Borrower Pledge Agreement pursuant to which the Company Borrower has created Liens in favor of the Agent on pledged certain Collateral to Administrative Agent to secure the Obligations. The Parent Guarantor TRC is a party to the Parent Collateral Documents, in each case as amended through Subsidiary Guaranty and the date hereof, Subsidiary Pledge Agreement pursuant to which the Parent Guarantor TRC has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or and (ii) created Liens in favor pledged certain Collateral to Administrative Agent to secure the Obligations and to secure the obligations of TRC under the Agent on certain CollateralSubsidiary Guaranty. The CompanyTRC West, Inc. is a party to the Parent Guarantor Subsidiary Guaranty pursuant to which TRC West, Inc. has guarantied the Obligations. Total Renal Care Acquisition Corp. is a party to the Subsidiary Guaranty pursuant to which Total Renal Care Acquisition Corp. has guarantied the Obligations. Borrower, TRC, TRC West, Inc. and such Subsidiaries Total Renal Care Acquisition Corp. are collectively referred to herein as the "Credit Support PartiesCREDIT SUPPORT PARTIES", and the Company Collateral Documents, the Parent Collateral DocumentsBorrower Pledge Agreement, the Subsidiary Guaranty Pledge Agreement and the Subsidiary Collateral Documents Guaranty are collectively referred to herein as the "Credit Support DocumentsCREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Term Loan Agreement as amended by and this Amendment and consents to the amendment of the Credit Term Loan Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed or secured thereby"Guarantied Obligations" and "Secured Obligations," as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Guarantied Obligations" and "Secured Obligations," as the case may be, in respect of the Obligations of Borrower now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Credit Support Party (other than acknowledges and agrees that any of the Company Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Parent Guarantor) Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Term Loan Agreement or any other Loan Document to consent to the amendments to the Credit Term Loan Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Term Loan Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Term Loan Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Borrower is a party to the Company Collateral certain Security Documents, in each case as amended through the date hereof, pursuant to which the Company Borrower has created Liens in favor of the Administrative Agent on certain Collateral to secure the Obligations. The Parent Each Guarantor is a party to a Guarantee and certain Security Documents specified in the Parent Collateral DocumentsCredit Agreement, in each case as amended through the date hereofSecond Amendment Date, pursuant to which the Parent such Guarantor has created Liens (i) guarantied the Obligations pursuant to a Guarantee and (ii) granted a security interest in favor of the Agent on certain Collateral and pledged certain Collateral to the Administrative Agent to secure the Obligations obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, such Guarantor under such Guarantee pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Security Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and the other Loan Documents and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Loan Party hereby confirms that each Credit Support Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed "Obligations" and "Secured Obligations," as the case may be (in each case as such terms are defined in the applicable Loan Document), including without limitation the payment and performance of all such "Obligations" or secured thereby, "Secured Obligations," as the case may be, in respect of the Obligations of the Borrower and the Guarantors now or hereafter existing under or in respect of the Amended Agreement and the Notes. Each Credit Support Loan Party (other than acknowledges and agrees that the Company Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the Parent Guarantor) execution or effectiveness of this Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party it is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor Each of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby undersigned Guarantors acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment each of the Credit Agreement effected as foregoing provisions of this First Amendment and the date hereof pursuant to this Amendmentincurrence of Tranche B Term Loans hereunder. Each Credit Support Party Guarantor further acknowledges and agrees that any of all Obligations with respect to the Credit Support Documents First Amendment shall be fully guaranteed and secured pursuant to the Guarantee and Collateral Agreement, the Guarantee Agreement and the other Security Documents, as applicable, to which it is a party or otherwise bound shall continue in full force accordance with the terms and effectprovisions thereof. GUARANTORS: MAUSER PRIMARY HOLDING, LLC By: Mauser US Intermediate Holding, B.V. By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Director By: /s/ Xxxxxx van den Xxxxxxx Name: Xxxxxx van den Xxxxxxx Title: Director MAUSER US INTERMEDIATE HOLDING, B.V. By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Director By: /s/ Xxxxxx van den Xxxxxxx Name: Xxxxxx van den Xxxxxxx Title: Director [First Lien Acknowledgement and Consent] Acknowledgement and Consent Each of the undersigned Guarantors acknowledges and consents to each of the foregoing provisions of this First Amendment and the incurrence of Tranche B Term Loans hereunder. Each Credit Support Party hereby confirms Guarantor further acknowledges and agrees that each Credit Support Document all Obligations with respect to the First Amendment shall be fully guaranteed and secured pursuant to the Guarantee and Collateral Agreement, the Guarantee Agreement and the other Security Documents, as applicable, to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by accordance with the terms of the Credit Agreement or any other and provisions thereof. GUARANTORS: MAUSER PRIMARY HOLDING, LLC By: Mauser US Intermediate Holding, B.V. By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Director By: /s/ Xxxxxx van den Xxxxxxx Name: Xxxxxx van den Xxxxxxx Title: Director MAUSER US INTERMEDIATE HOLDING, B.V. By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Director By: /s/ Xxxxxx van den Xxxxxxx Name: Xxxxxx van den Xxxxxxx Title: Director [First Lien Acknowledgement and Consent] AMERICAN CONTAINER NET, LLC By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director MAUSER USA, LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director NATIONAL CONTAINER GROUP, LLC By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director [First Lien Acknowledgment and Consent] AMERICAN CONTAINER NET, LLC By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director MAUSER USA, LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director NATIONAL CONTAINER GROUP, LLC By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director [First Lien Acknowledgment and Consent] MAUSER INTERMEDIATE HOLDING GmbH By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director (Geschäftsführer) MAUSER INDUSTRIEBETEILIGUNGEN GmbH By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director (Geschäftsführer) By: /s/ Xx. Xxxxxx Xxxxxxx Name: Xx. Xxxxxx Xxxxxxx Title: Proxy Holder (Prokurist) MAUSER INDUSTRIEVERPACKUNGEN GmbH By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director (Geschäftsführer) By: /s/ Xx. Xxxxxx Xxxxxxx Name: Xx. Xxxxxx Xxxxxxx Title: Proxy Holder (Prokurist) [First Lien Acknowledgement and Consent] MAUSER BETEILIGUNGS-GmbH By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director (Geschäftsführer) By: /s/ Xx. Xxxxxx Xxxxxxx Name: Xx. Xxxxxx Xxxxxxx Title: Proxy Holder (Prokurist) MAUSER-WERKE GmbH By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director (Geschäftsführer) By: /s/ Xx. Xxxxxx Xxxxxxx Name: Xx. Xxxxxx Xxxxxxx Title: Proxy Holder (Prokurist) MAUSER HOLDING INTERNATIONAL GmbH By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director (Geschäftsführer) By: /s/ Xx. Xxxxxx Xxxxxxx Name: Xx. Xxxxxx Xxxxxxx Title: Proxy Holder (Prokurist) [First Lien Acknowledgement and Consent] MAUSER MASCHINENTECHNIK GmbH By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director (Geschäftsführer) By: /s/ Xx. Xxxxxx Xxxxxxx Name: Xx. Xxxxxx Xxxxxxx Title: Proxy Holder (Prokurist) MAUSER INTERNATIONAL PACKAGING INSTITUTE GmbH By: /s/ Xx. Xxxxxx Xxxxxxx Name: Xx. Xxxxxx Xxxxxxx Title: Director (Geschäftsführer) NCG EUROPE GmbH By: /s/ Xxxxxx van den Xxxxxxx Name: Xxxxxx van den Xxxxxxx Title: Director (Geschäftsführer) By: /s/ Xx. Xxxxxx Xxxxxxx Name: Xx. Xxxxxx Xxxxxxx Title: Proxy Holder (Prokurist) [First Lien Acknowledgement and Consent] MAUSER INTERNATIONAL PACKAGING INSTITUTE GmbH By: /s/ Xx. Xxxxxx Xxxxxxx Name: Xx. Xxxxxx Xxxxxxx Title: Proxy Holder (Prokurist) By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Proxy Holder (Prokurist) DRUMNET GmbH By: /s/ Xx. Xxxxxx Xxxxxxx Name: Xx. Xxxxxx Xxxxxxx Title: Proxy Holder (Prokurist) By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Proxy Holder (Prokurist) [Signature Page to First Lien Acknowledgment and Consent] NCG BUCHTENKIRCHEN GmbH By: /s/ Xxxxxx van den Xxxxxxx Name: Xxxxxx van den Xxxxxxx Title: Director (Geschäftsführer) By: /s/ Xx. Xxxxxx Xxxxxxx Name: Xx. Xxxxxx Xxxxxxx Title: Proxy Holder (Prokurist) DRUMNET GmbH By: /s/ Xx. Xxxxxx Xxxxxxx Name: Xx. Xxxxxx Xxxxxxx Title: Director (Geschäftsführer) MILWAUKEE FINANCE GmbH By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director (Geschäftsführer) By: /s/ Xx. Xxxxxx Xxxxxxx Name: Xx. Xxxxxx Xxxxxxx Title: Proxy Holder (Prokurist) MAUSER HOLDING PARTICIPATION B.V. By: /s/ Xxxxxx van den Xxxxxxx Name: Xxxxxx van den Xxxxxxx Title: Director [First Lien Acknowledgement and Consent] MAUSER BENELUX B.V. By: /s/ Xxxxxx van den Xxxxxxx Name: Xxxxxx van den Xxxxxxx Title: Director MAUSER HOLDING SOUTH AMERICA B.V. By: /s/ Xxxx-Xxxxx Xxxxxxxx Name: Xxxx-Xxxxx Xxxxxxxx Title: Director [First Lien Acknowledgement and Consent] MAUSER BENELUX B.V. By: /s/ Xxxxxx van den Xxxxxxx Name: Xxxxxx van den Xxxxxxx Title: Director MAUSER HOLDING SOUTH AMERICA B.V. By: /s/ Xxxx-Xxxxx Xxxxxxxx Name: Xxxx-Xxxxx Xxxxxxxx Title: Director [First Lien Acknowledgement and Consent] CD&R MILLENNIUM HOLDCO 5 S.A.R.L. By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Manager By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Manager [First Lien Acknowledgment and Consent] Annex I Schedule A-1 Tranche B Term Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment Commitments and Addresses Commitment Allocation (iiin millions) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.%

ACKNOWLEDGEMENT AND CONSENT. The Company Each of the undersigned is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company Restricted Subsidiary of World Acceptance Corporation who has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral executed and pledged certain Collateral delivered to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, Banks the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents"Security Agreement. Each Credit Support Party of the undersigned hereby acknowledges and consents to the Tenth Amendment to Amended and Restated Credit Agreement set forth above and confirms that it has reviewed the terms Loan Documents executed by it, and provisions all of its obligations thereunder, remain in full force and effect after giving effect to the Amendment. Without limiting the foregoing, each of the undersigned acknowledges and agrees that the indebtedness under the Credit Agreement as amended by this the Tenth Amendment to Amended and consents to the amendment of the Restated Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which constitutes indebtedness guaranteed by it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by under the terms of the Credit Subsidiary Guaranty Agreement or any other Loan Document and Secured Indebtedness under the terms of the Subsidiary Security Agreement entitled to consent to all of the amendments to benefits of and privileges set forth therein. Each of the Credit Agreement effected pursuant to this Amendment undersigned acknowledges that the Agent and (ii) nothing the Banks are relying on the foregoing in entering into the Credit AgreementAmendment. Dated as of August 21, this Amendment or any other Loan Document shall be deemed to require the consent 2003. WORLD ACCEPTANCE CORPORATION OF ALABAMA WORLD ACCEPTANCE CORPORATION OF MISSOURI WORLD FINANCE CORPORATION OF GEORGIA WORLD FINANCE CORPORATION OF LOUISIANA WORLD ACCEPTANCE CORPORATION OF OKLAHOMA, INC. WORLD FINANCE CORPORATION OF SOUTH CAROLINA WORLD FINANCE CORPORATION OF TENNESSEE WFC OF SOUTH CAROLINA, INC. WORLD FINANCE CORPORATION OF ILLINOIS WORLD FINANCE CORPORATION OF NEW MEXICO WORLD FINANCE CORPORATION OF KENTUCKY WFC SERVICES, INC. By [signature] A. Xxxxxxxxx XxXxxx III Its Executive Vice President WFC LIMITED PARTNERSHIP By WFC of such Credit Support Party to any future amendments to the Credit Agreement.South Carolina, Inc., as sole general partner By [signature] A. Xxxxxxxxx XxXxxx III Its Executive Vice President WORLD FINANCE CORPORATION OF TEXAS By [signature] Xxxxxxx X. Xxxxxxx, Xx. Its President SCHEDULE 1.1 COMMITMENTS NAME OF BANK BASE REVOLVING CREDIT COMMITMENTS SEASONAL REVOLVING CREDIT COMMITMENTS TOTAL COMMITMENTS Xxxxxx Trust and Savings Bank $ 31,856,287.44 $ 3,143,712.56 $ 35,000,000 Bank One, NA $ 29,125,748.50 $ 2,874,251.50 $ 32,000,000 LaSalle Bank National Association $ 25,485,029.94 $ 2,514,970.06 $ 28,000,000 Hibernia National Bank $ 18,203,592.81 $ 1,796,407.19 $ 20,000,000 Xxxxx Fargo Financial Preferred Capital, Inc. $ 29,125,748.50 $ 2,874,251.50 $ 32,000,000 Carolina First Bank $ 18,203,592.81 $ 1,796,407.19 $ 20,000,000 TOTAL $ 152,000,000 $ 15,000,000 $ 167,000,000

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the each Grantor Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit LC Facility Agreement as amended by and this Second Amendment and consents to acknowledges the amendment of the Credit LC Facility Agreement effected as of the date hereof pursuant to this Second Amendment. Each Credit Support Party acknowledges The Guarantor and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party each Grantor Subsidiary hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such term is defined in the applicable Credit Document). The Guarantor and each Grantor Subsidiary acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations guaranteed thereunder shall be valid and enforceable and shall not be impaired or secured thereby, as limited by the case may beexecution or effectiveness of this Second Amendment. Each Credit Support Party (other than The Guarantor and each Grantor Subsidiary represents and warrants that all representations and warranties contained in the Company Amended Agreement and the Parent Guarantor) Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. The Guarantor and each Grantor Subsidiary acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such Credit Support Party Person is not required by the terms of the Credit LC Facility Agreement or any other Loan Credit Document to consent to the amendments to the Credit LC Facility Agreement effected pursuant to this Second Amendment and (ii) nothing in the Credit LC Facility Agreement, this Second Amendment or any other Loan Credit Document shall be deemed to require the consent of such Credit Support Party Person to any future amendments to the Credit LC Facility Agreement.. [Remainder of this page intentionally left blank]

ACKNOWLEDGEMENT AND CONSENT. The Company is Each Subsidiary and the Borrower are referred to herein as a “Credit Support Party” and collectively as the “Credit Support Parties”, and the Loan Documents to which they are a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "“Credit Support Documents"”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement as amended by and this First Amendment and consents to the amendment of the Existing Credit Agreement effected as of the date hereof pursuant to this First Amendment. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Support Documents the payment and performance of all “Obligations” under each of the Credit Support Documents to which is a party (in each case as such terms are defined in the applicable Credit Support Document). Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effecteffect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this First Amendment. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Credit Support Party is not required by the terms of the Existing Credit Agreement or any other Loan Credit Support Document to consent to the amendments to the Credit Agreement effected pursuant to this First Amendment and (ii) nothing in the Existing Credit Agreement, this First Amendment or any other Loan Credit Support Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the As-Amended Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company certain Collateral Documents, in each case as amended through the date hereof, Documents pursuant to which the Company has created Liens in favor of the Administrative Agent on certain Collateral to secure the Obligations. The Parent Guarantor Each Restricted Subsidiary is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on a Subsidiary Guaranty and certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, Documents pursuant to which such Subsidiaries have Restricted Subsidiary has (i) guarantied the Obligations and/or and (ii) created Liens in favor of the Administrative Agent on certain CollateralCollateral to secure the obligations of such Restricted Subsidiary under the Subsidiary Guaranty. The Company, the Parent Guarantor Company and such Subsidiaries each Restricted Subsidiary are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty Guaranties and the Subsidiary Collateral Documents referred to above are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed "Obligations," "Guarantied Obligations" and "Secured Obligations," or secured therebyother similar terms, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including, without limitation, the payment and performance of all such "Obligations," "Guarantied Obligations" or "Secured Obligations," or similar terms, as the case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and the Notes. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than the Company and the Parent GuarantorCompany) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is Foxfields Funding LLC, a Delaware limited liability company (“Company”), Fortress Credit Co LLC, a Delaware limited liability company, as Administrative Agent (“Administrative Agent”), and certain lenders (the “Lenders”) are party to that certain Term Loan and Security Agreement, dated November 6, 2015 (as amended, restated or otherwise modified from time to time, the Company Collateral Documents, in each case as amended through the date hereof“Loan Agreement”), pursuant to which the Lenders have extended to Company has created Liens certain Term Loans and other financial accommodations. In connection with the Loan Agreement, FS Energy and Power Fund, a Delaware statutory trust (“FSEP”), executed (i) that certain Guaranty, dated November 6, 2015, in favor of Administrative Agent (the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral “Guaranty”) and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of that certain Pledge Agreement, dated November 6, 2015, by and between FSEP and Administrative Agent (the Agent on certain Collateral“Pledge Agreement”). The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", Administrative Agent and the Company Collateral DocumentsLenders are amending the Loan Agreement pursuant to that certain Consent and Third Amendment to Term Loan and Security Agreement, dated as of March 16, 2018 (the Parent Collateral Documents, “Loan Agreement Amendment”). FSEP desires to acknowledge and consent to the Subsidiary Loan Agreement Amendment and reaffirm its obligations under the Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as Pledge Agreement. In connection with the "Credit Support Documents". Each Credit Support Party foregoing, on March 16, 2018 (the “Effective Date”), FSEP hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Loan Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and Furthermore, FSEP agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue Guaranty and the Pledge Agreement remain in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound effect and all Collateral encumbered thereby will continue to guaranty be the legal, valid and binding obligation of FSEP, enforceable against FSEP in accordance with its terms. Delivery of an executed counterpart of a signature page to this Acknowledgment and Consent by facsimile or secureother electronic transmission shall be as effective as delivery of a manually executed counterpart of this Acknowledgment and Consent. This Acknowledgment and Consent shall be binding upon and inure to the benefit of FSEP’s successors and permitted assigns. This Acknowledgment and Consent shall be governed by, as the case may beand construed in accordance with, the payment and performance laws of all obligations guaranteed the State of New York, without giving effect to any choice of law or secured thereby, as conflict of law provision or rule (whether of the case may be. Each Credit Support Party (State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the Company State of New York. If any provision of this Acknowledgment and Consent is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the Parent Guarantor) acknowledges and agrees provision that (i) notwithstanding the conditions to effectiveness set forth in this Amendmentwould otherwise be prohibited, such Credit Support Party is not required by the terms of the Credit Agreement invalid or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document unenforceable shall be deemed amended to require apply to the consent broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such Credit Support Party provision shall not affect the validity of the remaining provisions of this Acknowledgment and Consent so long as this Acknowledgment and Consent as so modified continues to any future amendments express, without material change, the original intentions of the parties as to the Credit Agreementsubject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the expectations or obligations of the parties or the practical realization of the benefits that would otherwise be conferred.

ACKNOWLEDGEMENT AND CONSENT. The Company Each Borrower is a party to the Company Pledge Agreement and certain of the Collateral Documents, as amended through the Second Amendment Effective Date, pursuant to which each Borrower has created Liens in favor of Administrative Agent on certain Collateral to secure the Obligations. The stock of each Subsidiary Guarantor is pledged under the Pledge Agreement, each Subsidiary Guarantor is a party to the Subsidiary Guaranty and certain of the Collateral Documents, in each case as amended through the date hereofSecond Amendment Effective Date, pursuant to which each Subsidiary Guarantor has (i) guarantied the Company has Obligations and (ii) created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Administrative Agent on certain Collateral and pledged certain Collateral to the Administrative Agent to secure the Obligations obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to such Subsidiary Guarantor under the Subsidiary Guaranty and/or one or more of the Guaranty. Each Borrower and Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "“Credit Support Parties"”, and the Company Collateral Documents, the Parent Collateral Documents, Pledge Agreement and the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "“Credit Support Documents"”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement and Pledge Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed or secured thereby“Obligations” and “Secured Obligations,” as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such “Obligations” and “Secured Obligations,” as the case may be, in respect of the Obligations of each Borrower now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than the Company and the Parent GuarantorBorrowers) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement and Pledge Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company certain Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor Credit Support Party is a party to the Parent Subsidiary Guaranty and certain Collateral DocumentsDocuments specified in the Credit Agreement, in each case as amended through the date hereofAmendment Effective Date, pursuant to which the Parent Guarantor Credit Support Party has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or pursuant to the Subsidiary Guaranty and (ii) created Liens granted a security interest in favor and pledged certain Collateral to Agent to secure the obligations of such Subsidiary under such Subsidiary Guaranty pursuant to such Collateral Documents. Company and the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries Credit Support Party are collectively referred to herein as the "“Credit Support Parties", Parties and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty Guaranties and the Subsidiary Collateral Documents referred to above are collectively referred to herein as the "“Credit Support Documents"”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and the other Loan Documents and this Amendment and consents to the Credit Agreement as amended by the First Amendment and to the amendment of the Credit Agreement and the other Loan Documents effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed “Obligations,” “Guarantied Obligations” and “Secured Obligations,” as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such “Obligations,” “Guarantied Obligations” or secured thereby, “Secured Obligations,” as the case may be, in respect of the Obligations of Company and the Credit Support Parties now or hereafter existing under or in respect of the Amended Agreements and the Notes defined therein. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreements and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than the Company and the Parent GuarantorCompany) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit ------ Support Parties", and the Company Collateral Documents, the --------------- Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". ------------------------- Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to certain Collateral Documents specified in the Company Collateral DocumentsCredit Agreement, in each case as amended through the date hereofFirst Amendment Effective Date, pursuant to which the Company has created Liens in favor of the Administrative Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party Subsidiary Guarantors are parties to the Parent Subsidiary Guaranty and certain Collateral DocumentsDocuments specified in the Credit Agreement, in each case as amended through the date hereofFirst Amendment Effective Date, pursuant to which the Parent each Subsidiary Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or and (ii) created Liens liens in favor of the Administrative Agent on certain CollateralCollateral to secure the obligations of each such party under the Subsidiary Guaranty of such party. The Company, Company and the Parent Guarantor Subsidiary Guarantors are collectively referred to herein as “Credit Support Parties” and such Subsidiaries the Guaranties and Collateral Documents referred to above are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "“Credit Support Documents"”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment amendments of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed “Obligations,” “Guarantied Obligations” and “Secured Obligations,” as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such “Obligations,” “Guarantied Obligations” or secured thereby, “Secured Obligations,” as the case may be, in respect of the Amended Agreement. Without limiting the generality of the foregoing, each Credit Support Party acknowledges that, as a result of this Amendment, the “Obligations,” “Guarantied Obligations” and “Secured Obligations,” as the case may be, shall include obligations in respect of the Tranche B Term Loans, if any. Each Credit Support Party acknowledges and agrees that the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than the Company and the Parent GuarantorCompany) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Each Borrower is a party to the Company Pledge Agreement and certain of the Collateral Documents, as amended through the First Amendment Effective Date, pursuant to which each Borrower has created Liens in favor of Administrative Agent on certain Collateral to secure the Obligations. Each Subsidiary Guarantor is a party to the Pledge Agreement, the Subsidiary Guaranty and certain of the Collateral Documents, in each case as amended through the date hereofFirst Amendment Effective Date, pursuant to which each Subsidiary Guarantor has (i) guarantied the Company has Obligations and (ii) created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Administrative Agent on certain Collateral and pledged certain Collateral to the Administrative Agent to secure the Obligations obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to such Subsidiary Guarantor under the Subsidiary Guaranty and/or one or more of the Guaranty. Each Borrower and Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, Pledge Agreement and the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed or secured thereby"Obligations" and "Secured Obligations," as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations" and "Secured Obligations," as the case may be, in respect of the Obligations of each Borrower now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than the Company and the Parent GuarantorBorrowers) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company Borrower are parties Guarantors under the Loan Documents and are collectively referred to herein, together with the Subsidiary Guaranty and/or one or more of Borrower, as “Credit Support Parties” and each a “Credit Support Party”, and the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The CompanyCredit Agreement, the Parent Guarantor Guaranties and such Subsidiaries the Security Documentation are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "“Credit Support Documents"”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty guarantee or secure, as the case may be, to the fullest extent possible in accordance with and subject to the Credit Support Documents the payment and performance of all obligations guaranteed or secured thereby“Obligations”, “Guarantied Obligations”, “Secured Obligations” and “Indebtedness” under each of the Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such “Obligations”, “Guarantied Obligations”, “Secured Obligations” and “Indebtedness” under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Borrower now or hereafter existing under or in respect of the Credit Agreement and hereby ratifies and confirms the security interest in and to all Collateral granted to the Administrative Agent pursuant to the Security Documentation and the perfected, first priority status of such security interest as set forth therein (subject only to liens which are permitted by the terms of the Loan Documents to be prior to the Lien of the Administrative Agent). Each Credit Support Party acknowledges and agrees that all of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be legally valid and binding obligations of such Credit Support Party, enforceable against such Credit Support Party in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally and except as enforceability may be limited by general principles of equity (other than regardless of whether such enforceability is considered in a proceeding in equity or at law), and shall not be impaired or limited by the Company and the Parent Guarantor) execution or effectiveness of this Amendment. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party (other than the Borrower) is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party (other than the Borrower) to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral DocumentsDated as of November 10, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor 1999 Each of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is undersigned (in its capacity as a party to the Parent Collateral DocumentsGuarantor, in each case as amended through the date hereofGrantor and/or Pledgor, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties"case may be, and under the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Security Documents to which it is a party or otherwise bound shall continue party) does hereby (a) consent, acknowledge and agree to the transactions described in full force the foregoing Fourth Amendment and effect. Each Credit Support Party hereby confirms that (b) after giving effect to such Fourth Amendment, (i) confirms, reaffirms and restates the representations and warranties made by it in each Credit Support Document to which it is a party, (ii) ratifies and confirms each Security Document to which it is a party or otherwise bound and all Collateral encumbered thereby will (iii) confirms and agrees that each such Security Document is, and shall continue to guaranty or be, in full force and effect, with the Collateral described therein securing, and continuing to secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document undersigned referred to consent to the amendments therein; provided that each reference to the Credit Agreement effected pursuant to this Amendment therein and (ii) nothing in each of the other Credit Agreement, this Amendment or any other Loan Document Documents shall be deemed to require the consent of such Credit Support Party to any future amendments be a reference to the Credit Agreement.Agreement after giving effect to such Fourth Amendment. ALMAY, INC. AMERICAN CREW, INC. AMERINAIL, INC. A.P. PRODUCTS LTD. XXXXXXXXXX PARFUMS LTD. XXXXXXX OF THE RITZ GROUP LTD. XXXXXXX XXXXXX INC. COSMETIQUES HOLDINGS, INC. CREATIVE NAIL DESIGN, INC. FERMODYL PROFESSIONALS INC. MODERN ORGANIC PRODUCTS, INC. NEW ESSENTIALS LIMITED XXXXXX PERFUMES, INC. NORTH AMERICA REVSALE INC. OXFORD PROPERTIES CO. PACIFIC FINANCE & DEVELOPMENT CORP. PPI TWO CORPORATION PPI FOUR CORPORATION XXXXXXXX XXXXXXXXXX, LTD. REALISTIC/ROUX PROFESSIONAL PRODUCTS INC. REVLON, INC. REVLON CONSUMER CORP. REVLON CONSUMER PRODUCTS CORPORATION REVLON GOVERNMENT SALES, INC. REVLON HOLDINGS INC. REVLON INTERNATIONAL CORPORATION REVLON PRODUCTS CORP. REVLON PROFESSIONAL, INC. REVLON PROFESSIONAL PRODUCTS INC. REVLON REAL ESTATE CORPORATION REVLON RECEIVABLES SUBSIDIARY, INC. RIROS CORPORATION RIROS GROUP INC. RIT INC. ROUX LABORATORIES, INC. VISAGE BEAUTE COSMETICS, INC. By: /s/Xxxxxx X. Xxxxxxxx --------------------------------------- Title: Authorized Signatory

ACKNOWLEDGEMENT AND CONSENT. The Company Borrower is a party to the Company certain Collateral Documents, in each case as amended through the date hereof, Documents pursuant to which the Company Borrower has created Liens in favor of the Administrative Agent on certain Collateral to secure the Obligations. The Parent Guarantor Each Subsidiary is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on a Subsidiary Guaranty and certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, Documents pursuant to which such Subsidiaries have Subsidiary has (i) guarantied the Obligations and/or and (ii) created Liens in favor of the Administrative Agent on certain CollateralCollateral to secure the obligations of such Subsidiary under the Subsidiary Guaranty. The Company, the Parent Guarantor Borrower and such Subsidiaries each Subsidiary are collectively referred to herein as the "“Credit Support Parties"”, and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty Guaranties and the Subsidiary Collateral Documents referred to above are collectively referred to herein as the "“Credit Support Documents"”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed “Obligations,” “Guarantied Obligations” and “Secured Obligations,” or secured therebyother similar terms, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including, without limitation, the payment and performance of all such “Obligations,” “Guarantied Obligations” or “Secured Obligations,” or similar terms, as the case may be, in respect of the Obligations of Borrower now or hereafter existing under or in respect of the Amended Agreement and the Notes. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than the Company and the Parent GuarantorBorrower) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is Guarantors are party to that certain Payment Guaranty of REIT and of Preferred Stock Subsidiaries (Oxford Guarantors) dated as of September 20, 2000, that certain Payment Guaranty of REIT and of Preferred Stock Subsidiaries (Non-Oxford Guarantors) dated as of September 20, 2000, that certain Payment Guaranty of Non-Preferred Stock Subsidiaries (Oxford Guarantors) dated as of September 20, 2000, and that certain Payment Guaranty of Non-Preferred Stock Subsidiaries (Non-Oxford Guarantors) dated as of September 20, 2000, pursuant to which Guarantors have guarantied the Obligations. Nothing in this Section 4 shall be construed to make the Guarantors a party to the Company Collateral Documents, Credit Agreement or to create any obligation in each case as amended through the date hereof, respect thereof except pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents"Guaranty. Each Credit Support Party Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Guarantor hereby confirms that each Guaranty to which it is a party or otherwise bound will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all of the "Indebtedness" (as defined in the applicable Guaranty), including without limitation the payment and performance of all such "Indebtedness," as the case may be, with respect to the Obligations of Borrower now or hereafter existing under or in respect of the Credit Support Party Agreement (as amended hereby) and the Notes defined therein. Each Guarantor acknowledges and agrees that any of the Credit Support Documents Guaranty to which it is a party or otherwise bound shall continue in full force and effecteffect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Credit Support Party hereby confirms that each Credit Support Document Agreement and the Guaranty to which it is a party or otherwise bound are true, correct and complete in all Collateral encumbered thereby will continue material respects on and as of the Amendment Effective Date to guaranty or securethe same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may besuch earlier date. Each Credit Support Party (other than the Company and the Parent Guarantor) Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral DocumentsBorrower Pledge and Security Agreement and the Borrower Mortgage, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor Each of Company's Subsidiaries is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral Subsidiary Guaranty and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or Pledge Agreement and each of Company's Subsidiaries (other than the License Cos. and Granite Response Television Inc.) is a party to one or more of the Subsidiary Collateral DocumentsMortgages, in each case as amended through the date hereof, pursuant to which such Subsidiaries have Subsidiary has (i) guarantied the Obligations and/or and (ii) created Liens (subject to Liens permitted by the Credit Agreement) in favor of the Administrative Agent on certain CollateralCollateral (except to the extent prohibited by the FCC or the Communications Act) to secure the obligations of such Subsidiary under the Subsidiary Guaranty. The Company, the Parent Company and each Subsidiary Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support PartiesCREDIT SUPPORT PARTIES", and the Company Collateral DocumentsBorrower Pledge and Security Agreement, the Parent Collateral DocumentsBorrower Mortgage, the Subsidiary Guaranty Guaranty, the Subsidiary Pledge Agreement and the Subsidiary Collateral Documents Mortgages are collectively referred to herein as the "Credit Support DocumentsCREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and Waiver and consents to the amendment and limited waiver of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges Amendment and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effectWaiver. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed "Guarantied Obligations" and "Secured Obligations," as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Guarantied Obligations" or secured thereby, "Secured Obligations," as the case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment and Waiver. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than the Company and the Parent GuarantorCompany) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAmendment and Waiver, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and Waiver and (ii) nothing in the Credit Agreement, this Amendment and Waiver or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Borrower is a party to the Company Collateral Documents, in each case as amended through the date hereof, Borrower Pledge Agreement pursuant to which the Company Borrower has created Liens in favor of the Agent on pledged certain Collateral to Administrative Agent to secure the Obligations. The Parent Guarantor TRC is a party to the Parent Collateral Documents, in each case as amended through Subsidiary Guaranty and the date hereof, Subsidiary Pledge Agreement pursuant to which the Parent Guarantor TRC has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or and (ii) created Liens in favor pledged certain Collateral to Administrative Agent to secure the Obligations and to secure the obligations of TRC under the Subsidiary Guaranty. Each of the Agent other Guarantors listed on certain Collateralthe signature pages hereof is a party to the Subsidiary Guaranty pursuant to which such Guarantor has guarantied the Obligations. The Company, Borrower and the Parent Guarantor and such Subsidiaries Guarantors are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral DocumentsBorrower Pledge Agreement, the Subsidiary Guaranty Pledge Agreement and the Subsidiary Collateral Documents Guaranty are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Term Loan Agreement as amended by and this Amendment and consents to the amendment of the Credit Term Loan Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed or secured thereby"Guarantied Obligations" and "Secured Obligations," as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Guarantied Obligations" and "Secured Obligations," as the case may be, in respect of the Obligations of Borrower now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Credit Support Party (other than acknowledges and agrees that any of the Company Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Parent Guarantor) Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Term Loan Agreement or any other Loan Document to consent to the amendments to the Credit Term Loan Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Term Loan Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Term Loan Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral DocumentsBorrower Pledge and Security Agreement and the Borrower Mortgage, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor Each of Company's Subsidiaries is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral Subsidiary Guaranty and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or Pledge Agreement and each of Company's Subsidiaries (other than the License Cos and Granite Response Television Inc.) is a party to one or more of the Subsidiary Collateral DocumentsMortgages, in each case as amended through the date hereof, pursuant to which such Subsidiaries have Subsidiary has (i) guarantied the Obligations and/or and (ii) created Liens (subject to Liens permitted by the Credit Agreement) in favor of the Administrative Agent on certain CollateralCollateral (except to the extent prohibited by the FCC or the Communications Act) to secure the obligations of such Subsidiary under the Subsidiary Guaranty. The Company, the Parent Guarantor and such Subsidiaries each Subsidiary Guaranty are collectively referred to herein as the "Credit Support PartiesCREDIT SUPPORT PARTIES", and the Company Collateral DocumentsBorrower Pledge and Security Agreement, the Parent Collateral DocumentsBorrower Mortgage, the Subsidiary Guaranty Guaranty, the Subsidiary Pledge Agreement and the Subsidiary Collateral Documents Mortgages are collectively referred to herein as the "Credit Support DocumentsCREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed "Guarantied Obligations" and "Secured Obligations," as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Guarantied Obligations" or secured thereby, "Secured Obligations," as the case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than the Company and the Parent GuarantorCompany) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Each Borrower is a party to the Company certain Collateral Documents, in each case as amended through the date hereof, Documents pursuant to which the Company such Borrower has created Liens in favor of the Administrative Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Credit Agreement and certain Collateral Documents, in each case as amended through the date hereof, Documents pursuant to which the which, among other things, Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or and (ii) created Liens in favor of the Administrative Agent on certain CollateralCollateral to secure the obligations under the Credit Agreement. The Company, the Parent Guarantor Credit Agreement and such Subsidiaries Collateral Documents referred to above are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "“Credit Support Documents"”. Each Credit Support Party of Parent and each Borrower hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges of Parent and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party each Borrower hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed “Obligations,” “Guaranteed Obligations” and “Secured Obligations,” or secured therebyother similar terms, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including, without limitation, the payment and performance of all such “Obligations,” “Guaranteed Obligations” or “Secured Obligations,” or similar terms, as the case may be, in respect of the Obligations of each Borrower now or hereafter existing under or in respect of the Amended Agreement and the Notes. Each Credit Support Party (other than the Company of Parent and the Parent Guarantor) each Borrower acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each of Parent and each Borrower represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or any other Loan Document to consent otherwise bound are true, correct and complete in all material respects on and as of the First Amendment Effective Date to the amendments same extent as though made on and as of that date, except to the Credit Agreement effected pursuant extent such representations and warranties specifically relate to this Amendment an earlier date, in which case they were true, correct and (ii) nothing complete in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent all material respects on and as of such Credit Support Party to any future amendments to the Credit Agreementearlier date.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Each Subsidiary Guarantor is a party to the Parent Collateral Documents, in each case as amended through Subsidiaries Guarantee and the date hereof, pursuant other Security Documents to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company such Credit Support Parties are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have Subsidiary Guarantor has (i) guarantied the Obligations and/or Borrower's obligations under the Loan Documents and (ii) created Liens in favor of the Collateral Agent on certain CollateralCollateral to secure the obligations of such Subsidiary Guarantor under the Subsidiaries Guarantee. The Company, the Parent Guarantor and such Subsidiaries Subsidiary Guarantors are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty Subsidiaries Guarantee and the Subsidiary Collateral other Security Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all "Obligations" (as such term is defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations" in respect of the Borrower now or hereafter existing under or in respect of the Amended Agreement and the New Term A Loan Notes defined therein. Without limiting the generality of the foregoing, each Credit Support Party hereby acknowledges and confirms the understanding and intent of such party that, upon the effectiveness of this Amendment, and as a result thereof, the definition of "Obligations" contained in the Amended Agreement includes the obligations guaranteed or secured thereby, as of the case may beBorrower under the New Term A Loan Notes. Each Credit Support Party (other than acknowledges and agrees that any of the Company Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Parent Guarantor) Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Reference is a party hereby made to the Company Pledge and Security Agreement [Lake Xxxxxx] dated as of March 22, 1994 (the "Pledge and Security Agreement") by Prime Group II, L.P. in favor of Xxxxxx Investors Life Insurance Company. Each capitalized term used herein shall have the meaning assigned thereto in the Pledge and Security Agreement. Notwithstanding anything in the By-laws of the General Partner to the contrary, Prime Retail, L.P., a Delaware limited partnership (the "Partnership"), and Prime Retail, Inc., a Maryland corporation (the "General Partner"), hereby acknowledge receipt of a copy of the Pledge and Security Agreement and consent to Pledgor's pledge of the Pledged Interests pursuant to the terms thereof Notwithstanding anything in the By-laws of the General Partner to the contrary, the Partnership and the General Partner further acknowledge and agree (i) to recognize and consent to the pledge of all future rights and interests in the Pledged Interests, Distributions or other Collateral Documentsto which Pledgee may be entitled under the Pledge and Security Agreement, in each case (ii) that, as amended through of the date hereof, pursuant there are, to which their knowledge, no existing defaults by Pledgor under the Company has created Liens in favor of the Agent on certain Collateral Partnership Agreement with respect to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents Pledged Interests, (iii) that, without Pledgee's consent in its sole discretion, no further transfer or encumbrance by Pledgor of the Pledged Interests, rights to which it is Distributions related thereto or other Collateral will be consented to or recognized by the Partnership and the General Partner (except in the event of a party Dilution), and (iv) in the event that either of the Partnership and the General Partner receives written notice from Pledgee of the occurrence and continuation of an Event of Default under the Pledge and Security Agreement and of Pledgee's election to exercise its remedies thereunder with respect to such Event of Default, the recipient of any such notice from Pledgee shall promptly notify Pledgor of its receipt thereof (provided that the failure by the Partnership and the General Partner to give Pledgor such notice shall not (x) impair, alter or otherwise bound shall continue in full force affect Pledgee's rights or remedies, or the exercise thereof, with respect to such Event of Default or (y) create any liability on the part of the Partnership or General Partner solely by reason of such failure (it being understood that such clause (y) does not relive them of their obligations under clause (A) and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound (B) below)), and all Collateral encumbered thereby will continue to guaranty or secure, so long as the case may bePartnership and the General Partner shall not have received a written objection from the Pledgor within five (5) Business Days of receipt of such written notice from the Pledgee, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company Partnership and the Parent GuarantorGeneral Partner will (A) acknowledges consent to, and agrees that take such action as may be reasonably necessary or appropriate to effect, the substitution of record ownership of Pledgee for Pledgor on the Partnership's and the General Partner's records, if Pledgee is entitled to be substituted for Pledgor following any foreclosure upon the Pledged Interests pursuant to Section 6.1 of the Pledge and Security Agreement, and (iB) notwithstanding the conditions pay Distributions, and issue Common Stock, directly to effectiveness set forth Pledgee, in this Amendment, such Credit Support Party is not required by accordance with the terms of the Credit Agreement or any other Loan Document to Pledge and Security Agreement. [Signature Page Follows] PRIME RETAIL, L.P., a Delaware limited partnership By: Prime Retail, Inc. a Maryland corporation, its general partner By: ___________________________________ Name:__________________________________ Title:_________________________________ PRIME RETAIL, INC., a Maryland corporation By: _________________________________________ Name:________________________________________ Title:_______________________________________ The undersigned, being the Pledgor and Pledgee under the above-referenced Pledge and Security Agreement, hereby consent to the amendments to execution and delivery by the Credit Agreement effected pursuant to this Amendment Partnership and (ii) nothing in the Credit AgreementGeneral Partner of the foregoing Acknowledgement and Consent and agree with the provisions thereof. Dated: March 22, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.1994 PRIME GROUP II, L.P., an Illinois limited partnership By: PGLP, Inc., an Illinois corporation By: ___________________________________ Name:__________________________________ Title:_________________________________ XXXXXX INVESTORS LIFE INSURANCE COMPANY, an Illinois insurance corporation By: _________________________________________ Name:________________________________________ Title:_______________________________________

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Borrower Pledge Agreement, the Borrower Security Agreement and the Collateral DocumentsAccount Agreement, in each case case, as amended through the date hereofSecond Amendment Effective Date, pursuant to which the Company has created Liens in favor of the Administrative Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral DocumentsGuaranty, the Parent Pledge Agreement and the Parent Security Agreement, in each case case, as amended through the date hereofSecond Amendment Effective Date, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or and (ii) created Liens in favor of the Administrative Agent on certain CollateralCollateral to secure the Obligations. The Q.F. Acquisition is a party to the Subsidiary Guaranty, the Subsidiary Pledge Agreement, the Subsidiary Security Agreement, the Subsidiary Trademark Security Agreement, the Subsidiary Patent Security Agreement, and the Mortgages in each case, as amended through the Second Amendment Effective Date, pursuant to which Q.F. Acquisition has (i) guarantied the Obligations and (ii) created Liens in favor of Administrative Agent on certain Collateral to secure the Obligations. Custom Foods is a party to the Subsidiary Guaranty, the Subsidiary Pledge Agreement, the Subsidiary Security Agreement, the Subsidiary Trademark Security Agreement and the Subsidiary Patent Security Agreement, in each case, as amended through the Second Amendment Effective Date, pursuant to which Custom Foods has (i) guarantied the Obligations and (ii) created Liens in favor of Administrative Agent on certain Collateral to secure the Obligations. Company, the Parent Guarantor Parent, Q.F. Acquisition and such Subsidiaries Custom Foods are collectively referred to herein as the "Credit Support Parties", and the Company Collateral DocumentsSubsidiary Guaranty, the Subsidiary Pledge Agreement, the Subsidiary Security Agreement, the Subsidiary Trademark Security Agreement, the Subsidiary Patent Security Agreement, the Parent Collateral DocumentsGuaranty, the Subsidiary Guaranty Parent Pledge Agreement, the Parent Security Agreement, the Collateral Account Agreement, the Mortgages, the Borrower Security Agreement and the Subsidiary Collateral Documents Borrower Pledge Agreement are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Borrower is a party to the Company Collateral Documents, in each case as amended through the date hereof, Borrower Pledge Agreement pursuant to which the Company Borrower has created Liens in favor of the Agent on pledged certain Collateral to Administrative Agent to secure the Obligations. The Parent Guarantor TRC is a party to the Parent Collateral Documents, in each case as amended through Subsidiary Guaranty and the date hereof, Subsidiary Pledge Agreement pursuant to which the Parent Guarantor TRC has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or and (ii) created Liens in favor pledged certain Collateral to Administrative Agent to secure the Obligations and to secure the obligations of TRC under the Subsidiary Guaranty. Each of the Agent other Guarantors listed on certain Collateralthe signature pages hereof is a party to the Subsidiary Guaranty pursuant to which such Guarantor has guarantied the Obligations. The Company, Borrower and the Parent Guarantor and such Subsidiaries Guarantors are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral DocumentsBorrower Pledge Agreement, the Subsidiary Guaranty Pledge Agreement and the Subsidiary Collateral Documents Guaranty are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Term Loan Agreement as amended by and this Amendment and consents to the amendment of the Credit Term Loan Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed or secured thereby"Guarantied Obligations" and "Secured Obligations," as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Guarantied Obligations" and "Secured Obligations," as the case may be, in respect of the Obligations of Borrower now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Credit Support Party (other than acknowledges and agrees that any of the Company Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Parent Guarantor) Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Term Loan Agreement or any other Loan Document to consent to the amendments to the Credit Term Loan Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Term Loan Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Term Loan Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party A. Guarantors are parties to the Company Collateral DocumentsGuaranty, the Guarantor Pledge Agreement (in each the case of certain Guarantors), the Security Agreement dated as of March 31, 1995 and as the same has been and may be amended through from time to time (the date hereof"SECURITY AGREEMENT") by the Guarantors named therein (in the case of certain Guarantors) and the Second Amended and Restated Trademark Mortgage Agreement dated as of March 31, 1995 (as amended, the "TRADEMARK AGREEMENT") between Ticketmaster Corporation and Agent (in the case of Ticketmaster Corporation) pursuant to which each Guarantor has guarantied the Company has Obligations on the terms (and to the extent) set forth in the Guaranty and certain Guarantors have created Liens in favor of the Agent on certain Collateral to secure the ObligationsObligations on the terms (and to the extent) set forth in the Guarantor Pledge Agreement, the Security Agreement and the Trademark Agreement. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The CompanyGuaranty, the Parent Guarantor Pledge Agreement, the Security Agreement and such Subsidiaries the Pledge Agreement are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". GUARANTOR DOCUMENTS." Each Credit Support Party Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party Guarantor hereby confirms that each Credit Support Guarantor Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible in accordance with the applicable provisions of the Guarantor Documents the payment and performance of all obligations guaranteed guarantied or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreementobligations.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit ------ Support Parties", and the Company Collateral Documents, the --------------- Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". ------------------------ Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.be

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Collateral Account Agreement, pursuant to which Company has created Liens in favor of Administrative Agent on a certain deposit account of Company upon the occurrence of an event stated therein; the Amended and Restated Pledge Agreement, pursuant to which Company has affirmed, among other things, the pledge to Collateral DocumentsAgent for the benefit of Secured Parties of certain capital stock and intercompany indebtedness owned by it to secure the Secured Obligations; and the Security Agreement, pursuant to which Company has granted Liens in favor of Collateral Agent on certain Collateral to secure the Secured Obligations, in each case as amended through the date hereof, Fifth Amendment Effective Date. Each Subsidiary Guarantor is a party to the Subsidiary Guaranty pursuant to which such Subsidiary Guarantor has guarantied the Company Obligations; the Amended and Restated Pledge Agreement pursuant to which such Subsidiary Guarantor has created affirmed, among other things, the pledge to Collateral Agent for the benefit of Secured Parties of certain capital stock and intercompany indebtedness owned by it to secure the obligations of such Subsidiary Guarantor under the Subsidiary Guaranty and Additional Debt (as defined in the Security Agreement); and the Security Agreement pursuant to which such Subsidiary Guarantor will grant Liens in favor of the Collateral Agent on certain Collateral to secure the Obligations. The Parent obligations of such Subsidiary Guarantor is a party to under the Parent Collateral DocumentsSubsidiary Guaranty and Additional Debt (as defined in the Security Agreement), in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral Fifth Amendment Effective Date. Company and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries Guarantors are collectively referred to herein as the "“Credit Support Parties"”, and the Company Collateral DocumentsAccount Agreement, the Parent Collateral Documents, the Subsidiary Guaranty Amended and Restated Pledge Agreement and the Subsidiary Collateral Documents Security Agreement are collectively referred to herein as the "“Credit Support Documents". .” Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed or secured therebySecured Obligations, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Secured Obligations, as the case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than the Company and the Parent GuarantorCompany) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a Borrowers, Grant Prideco, Inc. ("Holdings"), and each of the Subsidiaries (the "Subsidiary Guarantors") listed on the signature pages hereto are party to the Company certain Collateral Documents, in each case Documents as amended through the date hereofFirst Amendment Effective Date, pursuant to which the Company has Borrowers have created Liens in favor of the U.S. Agent on certain Collateral to secure the Obligations. The Parent Guarantor Borrowers hereby represent and warrant that the Subsidiary Guarantors listed on the signatures pages hereto constitute all of the Domestic Subsidiaries. Each of the Borrowers, Holdings and Subsidiary Guarantors (collectively, the "CREDIT SUPPORT PARTIES") is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, Guaranties pursuant to which such Subsidiaries have Credit Support Party has (i) guarantied the Obligations and/or and (ii) created Liens in favor of the Agent on certain CollateralCollateral to secure the obligations of such Credit Support Party under such Guaranty of such Credit Support Party. The Company, the Parent Guarantor Guaranties and such Subsidiaries Collateral Documents referred to above are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support DocumentsCREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement and the other Loan Documents effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement."Obligations,"

ACKNOWLEDGEMENT AND CONSENT. The Company Each of the Subsidiary Guarantors is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company a Subsidiary Guaranty and such Subsidiary Guarantor has created Liens in favor of the Agent on certain Collateral to secure guarantied the Obligations. The Parent Each Subsidiary Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party Subsidiary Guarantor hereby confirms that the Subsidiary Guaranty to which it is a party or otherwise bound will continue to guaranty to the fullest extent possible the payment and performance of all "Subsidiary Guarantied Obligations" as such term is defined in the applicable Subsidiary Guaranty, including without limitation the payment and performance of all such "Subsidiary Guarantied Obligations" in respect of the Obligations of Company and the Designated Subsidiaries now or hereafter existing under or in respect of the Amended Agreement. Each Subsidiary Guarantor acknowledges and agrees that any of the Credit Support Documents Subsidiary Guaranty to which it is a party or otherwise bound shall continue in full force and effecteffect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party hereby confirms Subsidiary Guarantor represents and warrants that each Credit Support Document all representations and warranties contained in the Amended Agreement and the Subsidiary Guaranty to which it is a party or otherwise bound are true, correct and complete in all Collateral encumbered thereby will continue material respects on and as of the Second Amendment Effective Date to guaranty or securethe same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may besuch earlier date. Each Credit Support Party (other than the Company and the Parent Guarantor) Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party Subsidiary Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party Subsidiary Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Development is a party to the Company Collateral DocumentsDevelopment Guaranty, in each case as amended through the date hereofamended, pursuant to which the Company Development has created Liens in favor of the Agent on certain Collateral to secure guaranteed the Obligations. The Parent Guarantor Development is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", CREDIT SUPPORT PARTY," and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Development Guaranty and the Subsidiary Collateral Documents are collectively is referred to herein as the "Credit Support DocumentsCREDIT SUPPORT DOCUMENT". Each The Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Second Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Second Amendment. Each The Credit Support Party hereby confirms that the Credit Support Document to which it is a party or otherwise bound will continue to guaranty, to the fullest extent possible the payment and performance of all Guarantied Obligations (as such term is defined in the Credit Support Document), including without limitation the payment and performance of all such Guarantied Obligations in respect of the Obligations of Borrower and Holdings now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. The Credit Support Party acknowledges and agrees that any of the Credit Support Documents Document to which it is a party or otherwise bound shall continue in full force and effecteffect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Second Amendment. Each The Credit Support Party hereby confirms represents and warrants that each all representations and warranties contained in the Amended Agreement and the Credit Support Document to which it is a party or otherwise bound are true, correct and complete in all Collateral encumbered thereby will continue material respects on and as of the date of this Second Amendment to guaranty or securethe same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may besuch earlier date. Each The Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Second Amendment and (ii) nothing in the Credit Agreement, this Second Amendment or any other Loan Document shall be deemed to require the consent of such the Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Each of the Subsidiary Guarantors is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company a Subsidiary Guaranty and such Subsidiary Guarantor has created Liens in favor of the Agent on certain Collateral to secure guarantied the Obligations. The Parent Each Subsidiary Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party Subsidiary Guarantor hereby confirms that the Subsidiary Guaranty to which it is a party or otherwise bound will continue to guaranty to the fullest extent possible the payment and performance of all "Subsidiary Guarantied Obligations" as such term is defined in the applicable Subsidiary Guaranty, including without limitation the payment and performance of all such "Subsidiary Guarantied Obligations" in respect of the Obligations of the Company and the Designated Subsidiaries now or hereafter existing under or in respect of the Amended Agreement. Each Subsidiary Guarantor acknowledges and agrees that any of the Credit Support Documents Subsidiary Guaranty to which it is a party or otherwise bound shall continue in full force and effecteffect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party hereby confirms Subsidiary Guarantor represents and warrants that each Credit Support Document all representations and warranties contained in the Amended Agreement and the Subsidiary Guaranty to which it is a party or otherwise bound are true, correct and complete in all Collateral encumbered thereby will continue material respects on and as of the Amendment Effective Date to guaranty or securethe same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may besuch earlier date. Each Credit Support Party (other than the Company and the Parent Guarantor) Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party Subsidiary Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party Subsidiary Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a Intermediate Holding Companies are party to the Company Collateral Documents, in each case as amended through the date hereof, certain Loan Documents pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries Intermediate Holding Companies have (i) guarantied the Obligations and/or and (ii) created Liens in favor of the Administrative Agent on certain Collateral. The Company, Collateral to secure the Parent Guarantor and such Subsidiaries are collectively referred to herein as obligations of the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, Intermediate Holding Companies under the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents"Guaranties. Each Credit Support Party of the Intermediate Holding Companies hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Intermediate Holding Companies hereby confirms that the obligations of each Intermediate Holding Company under the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party not be impaired or otherwise bound affected and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all such obligations guaranteed or secured thereby, as the case may beand shall continue to be in full force and effect and are hereby confirmed and ratified in all respects. Each Credit Support Party (other than of the Company Intermediate Holding Companies represents and warrants that all representations and warranties contained in the Parent Guarantor) Loan Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each of the Intermediate Holding Companies acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party Intermediate Holding Company is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party Intermediate Holding Company to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit ------ Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". ------------------------ Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to certain Collateral Documents specified in the Company Collateral DocumentsCredit Agreement, in each case as amended through the date hereofSecond Amendment Effective Date, pursuant to which the Company has created Liens in favor of the Administrative Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party Subsidiary Guarantors are parties to the Parent Subsidiary Guaranty and certain Collateral DocumentsDocuments specified in the Credit Agreement, in each case as amended through the date hereofSecond Amendment Effective Date, pursuant to which the Parent each Subsidiary Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or and (ii) created Liens liens in favor of the Administrative Agent on certain CollateralCollateral to secure the obligations of each such party under the Subsidiary Guaranty of such party. The Company, Company and the Parent Guarantor Subsidiary Guarantors are collectively referred to herein as “Credit Support Parties” and such Subsidiaries the Guaranties and Collateral Documents referred to above are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "“Credit Support Documents"”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment amendments of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed “Obligations,” “Guarantied Obligations” and “Secured Obligations,” as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such “Obligations,” “Guarantied Obligations” or secured thereby, “Secured Obligations,” as the case may be, in respect of the Amended Agreement. Each Credit Support Party acknowledges and agrees that the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than the Company and the Parent GuarantorCompany) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral DocumentsPledge Agreement, in each case as amended through the date hereofSecond Amendment Effective Date, pursuant to which the Company has created Liens in favor of the Administrative Agent on certain Collateral to secure the Obligations. The Parent Guarantor is Subsidiary Guarantors are a party to the Parent Collateral DocumentsSubsidiary Guaranty and the Subsidiary Pledge Agreement, in each case as amended through the date hereofSecond Amendment Effective Date, pursuant to which the Parent each Subsidiary Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or and (ii) created Liens in favor of the Administrative Agent on certain CollateralCollateral to secure the obligations of such Subsidiary Guarantor under the Subsidiary Guaranty. The Company, the Parent Guarantor Company and such Subsidiaries Subsidiary Guarantors are collectively referred to herein as the "“Credit Support Parties"”, and the Company Collateral DocumentsSubsidiary Guaranty, the Parent Collateral Documents, the Subsidiary Guaranty Company Pledge Agreement and the Subsidiary Collateral Documents Pledge Agreement are collectively referred to herein as the "“Credit Support Documents"”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed “Obligations,” “Guarantied Obligations” and “Secured Obligations,” as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including, without limitation, the payment and performance of all such “Obligations,” “Guarantied Obligations” or secured thereby, “Secured Obligations,” as the case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties made by such Credit Support Party contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than the Company and the Parent GuarantorCompany) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is Each Guarantor and the Borrower are referred to herein as a “Credit Support Party” and collectively as the “Credit Support Parties”, and the Loan Documents to which they are a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "“Credit Support Documents"”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement as amended by and this Fourth Amendment and consents to the amendment of the Existing Credit Agreement effected as of the date hereof pursuant to this Fourth Amendment. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Support Documents the payment and performance of all “Obligations” under each of the Credit Support Documents to which is a party (in each case as such terms are defined in the applicable Credit Support Document). Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effecteffect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Fourth Amendment. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Fourth Amendment, such Credit Support Party is not required by the terms of the Existing Credit Agreement or and other Credit Support Documents do not require the consent of any Credit Support Party (other Loan Document to consent to than the Borrower) for the effectiveness of the amendments to the Credit Agreement effected pursuant to this Fourth Amendment and (ii) nothing in the Existing Credit Agreement, this Fourth Amendment or any other Loan Credit Support Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the As-Amended Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Each of Company and each Guarantor is a party to certain Collateral Documents and in the Company Collateral Documentscase of the Guarantors the Guaranties, in each case as amended through the date hereof, pursuant to which the First Amendment Effective Date. Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries Guarantors are collectively referred to herein as the "Credit Support Parties", ," and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary such Collateral Documents and Guaranties are collectively referred to herein as the "Credit Support Documents". ." Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed "Obligations," "Guarantied Obligations" and "Secured Obligations," as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations," "Guarantied Obligations" or secured thereby, "Secured Obligations," as the case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or by which it is otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than the Company and the Parent GuarantorCompany) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company is a party to the Company Collateral DocumentsPledge Agreement, Company Security Agreement and the Auxiliary Pledge Agreements, in each case as amended through the date hereofFirst Amendment Effective Date, pursuant to which the Company has created Liens in favor of the Administrative Agent on certain Collateral to secure the Obligations. The Parent Each Subsidiary Guarantor is a party to the Parent Collateral DocumentsSubsidiary Guaranty, Subsidiary Pledge Agreement, Subsidiary Security Agreement and Subsidiary Patent and Trademark Security Agreement, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereofFirst Amendment Effective Date, pursuant to which such Subsidiaries have Subsidiary Guarantor has (i) guarantied the Obligations and/or and (ii) created Liens in favor of the Administrative Agent on certain CollateralCollateral to secure the obligations of such Subsidiary Guarantor under the Subsidiary Guaranty. The Company, the Parent Guarantor Company and such Subsidiaries Subsidiary Guarantors are collectively referred to herein as the "“Credit Support Parties"”, and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents referred to above are collectively referred to herein as the "“Credit Support Documents"”. AMENDED AND RESTATED AXEL CREDIT AGREEMENT 5 EXECUTION Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by and this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all obligations guaranteed “Guarantied Obligations” and “Secured Obligations,” as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such “Guarantied Obligations” or secured thereby, “Secured Obligations,” as the case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement. Each Credit Support Party (other than acknowledges and agrees that any of the Company Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Parent Guarantor) Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Company Each of the undersigned Guarantors hereby (1) consents to the execution and delivery by the Borrower of the foregoing Amendment No. 5; (2) confirms and agrees that it is a Guarantor party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is Guarantee Agreement and a Grantor party to the Parent Collateral Documents, in each case as amended through Security Agreement and that the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The CompanyGuarantee Agreement, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", Security Agreement and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support other Loan Documents to which it is a party or otherwise bound are, and shall continue to be, in full force and effecteffect in accordance with their respective terms, (3) agrees that the definition of “Obligations” (and any other term referring to the indebtedness, liabilities and obligations of the Borrower to the Administrative Agent or any of the Lenders) in the Guarantee Agreement and the other Loan Documents shall include the Indebtedness of the Borrower under the foregoing Amendment No. Each 5; (4) agrees that the definition of “Credit Support Party hereby confirms that each Credit Support Document Agreement” in the Guarantee Agreement and the other Loan Documents to which it is a party or otherwise bound and all Collateral encumbered thereby will continue is hereby amended to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of mean the Credit Agreement as modified by the foregoing Amendment No. 5; (5) reaffirms its continuing liability under its Guarantee Agreement (as modified hereby); (6) reaffirms all of its agreements and obligations under the Security Documents; (7) reaffirms that all Obligations of the Borrower under or any other Loan Document to consent to the amendments to in connection with the Credit Agreement effected pursuant to this as modified by the foregoing Amendment No. 5 are “Obligations” as that term is defined in the Security Documents; and (ii) nothing 8) reaffirms that all such Obligations continue to be secured by the Security Documents, which remain in the Credit Agreementfull force and effect and are hereby ratified and confirmed. OUTLET RETAIL STORES, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.INC. By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Senior Vice President and Chief Financial Officer PFALTZGRAFF FACTORY STORES, INC. By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Senior Vice President and Chief Financial Officer SYRATECH ACQUISITION CORPORATION By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Senior Vice President and Chief Financial Officer LIFETIME BRANDS AMENDMENT NO. 5 LTB DE MEXICO, S.A. DE C.V. By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Director TMC ACQUISITION INC. By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Senior Vice President and Chief Financial Officer LIFETIME BRANDS AMENDMENT NO. 5