Common use of Amendment and Restatement Clause in Contracts

Amendment and Restatement. On the Restatement Effective Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. (a) On the Restatement Effective Closing Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced amended and restated in its entirety by this Agreement and (i) all references to the Existing Credit Agreement in any Loan Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Existing Credit Agreement as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Credit Agreement in any Loan DocumentsDocument (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Credit Agreement as amended and restated hereby. Substantially concurrently with This Agreement is not intended to constitute, and does not constitute, a novation of the Restatement Effective obligations and liabilities under the Existing Credit Agreement (including the Obligations) or to evidence payment of all or any portion of such obligations and liabilities. (b) On and after the Closing Date, (i) all the Existing Credit Agreement shall be of no further force and effect except as amended and restated hereby and except to evidence (A) the incurrence by the Borrower or any Borrowing Subsidiary of the Commitments (Obligations under and as defined therein (whether or not such Obligations are contingent as of the Closing Date), (B) the representations and warranties made by the Borrower or any Borrowing Subsidiary prior to the Closing Date and (C) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in the such Existing Credit Agreement) and (ii) the terms and conditions of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 shall apply to this Agreement shall be a Lender all Obligations incurred under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty AgreementNotes issued thereunder and any Letters of Credit (as defined therein) issued thereunder. (c) Except as expressly provided in any Loan Document, dated this Agreement (i) shall not cure any breach of the Existing Credit Agreement or any “Default” or “Event of Default” thereunder existing prior to the date hereof and (ii) is limited as of February 17, 2017, between WH Group and the Administrative Agent was terminated written and is not a consent to any other modification of no further any term or condition of any Loan Document, each of which shall remain in full force and effect. (d) Each of the Borrowers, any Borrowing Subsidiary and Howmet in its capacity as a guarantor under Article VIII, hereby acknowledges and agrees that on and after the Closing Date, after giving effect to this Amendment, all of its respective obligations and WH Group was released from its obligations thereunder liabilities under the Loan Documents to which it is a party are reaffirmed, and under any other Loan Documentremain in full force and effect.

Amendment and Restatement. On The parties hereto agree that, on the Restatement Effective Closing Date, this Agreement the following transactions shall amend and restate the Existing Credit Agreement in its entiretybe deemed to occur automatically, and the rights and obligations of the parties hereto evidenced without further action by any party hereto: (a) the Existing Credit Agreement shall be evidenced by deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement and the other Loan Documentsloan documents entered into in connection therewith and outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; and (c) the guarantees (if any) made to the lenders, the letter of credit issuer, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed. Substantially concurrently with On the Restatement Effective Closing Date, (i) all the Borrower shall prepay any loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Loans ratable with the Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 2.01 (it being understood and agreed that any outstanding loan that is a Term SOFR Loan (as defined in the Existing Credit Agreement) of each Lender that is shall continue as a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations Term SOFR Loan (as defined in the Existing Credit Agreement) owing to until the Exiting Lenders shall be repaid in full end of the current interest period(s) applicable thereto, and each Exiting Lender will cease to be a “Lender” under any provisions of the Existing Credit Agreement applicable to such loans are incorporated herein by reference, mutatis mutandis, and the parties hereto hereby agree that such provisions shall not be a Lender under this Agreement, (iicontinue to apply to such loans until the end of the current interest period(s) each Person listed on Schedule 2.01 to applicable thereto). The parties hereto further acknowledge and agree that this Agreement shall be a Lender constitutes an amendment to the Existing Credit Agreement made under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to terms of Section 11.01 of the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. On This Agreement amends and restates in its entirety the Restatement Original Agreement among the parties hereto. Upon the occurrence of the Effective Date, (a) the terms and provisions of the Original Agreement shall be amended, superseded and restated in their entirety by the terms and provisions of this Agreement shall amend and restate and, unless expressly stated to the Existing Credit contrary, each reference to the Original Agreement in its entiretyany of the Transaction Documents or any other document, instrument or agreement delivered in connection therewith shall mean and be a reference to this Agreement, (b) this Agreement is not intended to and shall not constitute a novation of the Original Agreement or the obligations and liabilities existing thereunder, (c) the commitment of each “Committed Purchaser” (as defined in the Original Agreement) that is a party to the Original Agreement shall, on the Effective Date, automatically be deemed restated and the only Commitments shall be those hereunder, (d) with respect to any date or time period occurring and ending prior to the Effective Date, the rights and obligations of the parties to the Original Agreement shall be governed by the Original Agreement and the other Transaction Documents (as defined therein), and (e) with respect to any date or time period occurring and ending on or after the Effective Date, the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced governed by this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all of the Commitments Transaction Documents (as defined herein). The liens, security interests and other interests in the Existing Credit Agreement) of each Lender that is a party Seller Assets granted under the Original Agreement are and shall remain legal, valid, binding and enforceable to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminatedextent also constituting Seller Assets hereunder. Each of the parties hereto hereby acknowledge and confirm the continuing existence and effectiveness of such liens, all outstanding Obligations (as defined security interests and other interests in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” such Seller Assets granted under the Existing Credit Agreement and shall not be a Lender under this Original Agreement, (ii) each Person listed on Schedule 2.01 to and further agree that the execution and delivery of this Agreement shall be a Lender not in any way release, diminish, impair, reduce or otherwise affect such liens, security interests and other interests in such Seller Assets granted under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Original Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. On In order to facilitate the Restatement Effective and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: (a) Simultaneously with the Closing Date, this Agreement the parties hereby agree that the Commitments shall amend and restate the Existing Credit Agreement be as set forth in its entirety, Schedule 2.01 and the rights portion of Loans and obligations of the parties hereto evidenced by other Outstanding Amounts outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders (including the Existing Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements required pursuant to Section 10.06 of the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other consents, documents, or instruments, including any assignment agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01. (b) The Borrower, the Administrative Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (c) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.12, and in any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the other “Prior Loan Documents. Substantially concurrently with the Restatement Effective Date”), (i) all of the Commitments (as defined in indebtedness, liabilities and obligations owing by the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” Borrower under the Existing Credit Agreement and other Prior Loan Documents shall not be a Lender continue as Obligations hereunder and all indebtedness, liabilities and obligations of any Person other than the Borrower under this Agreementthe Existing Credit Agreement and other Prior Loan Documents shall continue as obligations of such Person hereunder, and (ii) each Person listed on Schedule 2.01 to of this Agreement shall be a Lender under and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement with is given as a substitution of, and not as a payment of, the Commitments set forth opposite its name on Schedule 2.01 indebtedness, liabilities and (iii) any Loans to be made on obligations of the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to Borrower under the Existing Credit Agreement or any Prior Loan Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Loans owing by the Parent Guaranty AgreementBorrower and outstanding under the Existing Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder, dated and all Letters of Credit outstanding under the Existing Credit Agreement and any of the Prior Loan Documents shall continue as Letters of February 17Credit hereunder. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder; provided, 2017that on and after the Closing Date, between WH Group and the Administrative Agent was terminated and is Applicable Rate applicable to any Loan or Letter of no further force and effect and WH Group was released from its obligations thereunder and Credit hereunder shall be as set forth in the definition of “Applicable Rate” in Section 1.01, without regard to any margin applicable thereto under any other Loan Documentthe Existing Credit Agreement prior to the Closing Date.

Amendment and Restatement. On The parties hereto agree that, on the Restatement Effective Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) that certain Second Amended and Restated Credit Agreement dated as of March 23, 2021, among the Borrower, the lenders identified therein and Bank of America, as administrative agent, swing line lender and L/C issuer (the “Existing Credit Agreement”) shall be amended and restated in its entirety by this Agreement shall amend (and restate this Agreement is not executed in novation of the Existing Credit Agreement); (b) all Obligations under the Existing Credit Agreement outstanding on the Closing Date shall in its entirety, all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the Collateral Documents and the rights and obligations Liens created thereunder in favor of Bank of America, N.A., as administrative agent for the benefit of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all holders of the Commitments Obligations (as defined in the Existing Credit Agreement) shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; (d) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement; (e) if any Revolving Loans are outstanding under the Existing Credit Agreement on the Closing Date, then each Lender shall make Revolving Loans on the Closing Date, the proceeds of which shall be applied by the Administrative Agent to prepay the outstanding Revolving Loans under the Existing Credit Agreement, in an amount necessary such that immediately after giving effect thereto each Lender holds its Applicable Percentage (with respect to the Revolving Facility) of the outstanding Revolving Loans; (f) if any Letters of Credit or Swing Line Loans are outstanding under the Existing Credit Agreement on the Closing Date, then on the Closing Date the risk participations of the Lenders in each outstanding Letter of Credit and each outstanding Swing Line Loan shall be automatically reallocated such that the risk participation of each Lender in each outstanding Letter of Credit and Swing Line Loan equals such Lender’s Applicable Percentage (with respect to the Revolving Facility) of each such Letter of Credit and Swing Line Loan; and (g) each Lender that is a party to the Existing Credit Agreement but is immediately prior to the Closing Date waives, and agrees not a party to this demand from the Borrower any claim under Section 3.05 of the Existing Credit Agreement (an “Exiting Lender”) will be terminatedfor any loss, all outstanding Obligations cost and expense attributable to the conversion of any Eurodollar Rate Loans (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Term SOFR Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan DocumentClosing Date.

Amendment and Restatement. On The Borrowers, the Restatement Effective DateBanks, the Agent, the Japan Local Currency Agent and each Local Currency Agent each agree that, upon (i) the execution and delivery of this Agreement shall amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations by each of the parties hereto evidenced and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be evidenced and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all shall not constitute a novation of the Commitments (as defined in the Existing Credit Agreement) Agreement or the Debt created thereunder. The commitment of each Lender Bank that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will shall, on the Closing Date, automatically be terminated, all outstanding Obligations (as defined in deemed amended and the Existing Credit Agreement) owing to the Exiting Lenders only commitments shall be repaid in full and each Exiting Lender will cease to be a “Lender” those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Advances under (and shall not be a Lender governed by the terms of) this Agreement, (b) all obligations under the Existing Credit Agreement with any Bank or any Affiliate of any Bank which are outstanding on the Closing Date shall continue as obligations under this Agreement, and (iic) each Person listed on Schedule 2.01 the Agent shall have full power and authority to this Agreement shall be a Lender under this Agreement with allocate the Commitments and Revolving Credit Commitments of the Banks as in effect immediately prior to the Closing Date such that, immediately after giving effect to such allocations on the Closing Date, each Bank shall hold the “Commitment” and the “Revolving Credit Commitment” set forth opposite next to its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties I hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated Banks further agree to make all assignments and/or transfers, and is hereby consent to any such assignments and transfers, which may be necessary (including, without limitation, assignments of no further force and funded obligations) to effect and WH Group was released from its obligations thereunder and under any other Loan Documentthe allocations described in this clause (c).

Amendment and Restatement. On (a) This Agreement shall be deemed to be an amendment to and restatement of the Restatement Effective DateInitial Credit Agreement, and the Initial Credit Agreement as amended and restated hereby shall remain in full force and effect and is hereby ratified and confirmed in all respects. This Agreement is not intended to constitute, nor does it constitute, an interruption, suspension of continuity, satisfaction, discharge of prior duties, novation, or termination of the Initial Credit Agreement or the liens, security interests, loans, guarantees, liabilities, expenses, or obligations under the Initial Credit Agreement, or the collateral thereunder. Each of the Obligors affirms its duties and obligations under the terms of the Initial Credit Agreement (as amended and restated by this Agreement). This Agreement amends and restates the Initial Credit Agreement in its entirety and any obligation thereunder shall be deemed to be outstanding under this Agreement. If there is a conflict between the Initial Credit Agreement and this Agreement, this Agreement shall amend govern from and restate after the Existing Restatement Date. Upon the Restatement Date, each reference to the Initial Credit Agreement in its entiretyany other Secured Debt Document or in any other document, instrument or agreement shall mean and be a reference to the rights Initial Credit Agreement as amended and obligations restated by this Agreement. (b) Each Obligor hereby expressly acknowledges and agrees that as at the Restatement Date the Term Loan Required Payments (reflecting drawn Term Loan Commitments) which are outstanding are set out in the Repayment Schedule prepared as of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, Date set forth in Schedule 2.03. (c) Each Obligor hereby (i) all expressly acknowledges the terms of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender ratifies and affirms its obligations under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 Loan Documents (including guarantees and security agreements) executed by such Obligor and (iii) acknowledges, renews and extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect, including with respect to the obligations of the Borrower as modified by this Agreement. Each Obligor further represents and warrants to each Secured Party that after giving effect to this Agreement, neither the modification of the Initial Credit Agreement effected pursuant to this Agreement, nor the execution, delivery, performance or effectiveness of this Agreement (A) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loans Secured Debt Document (as such term is defined in the Initial Credit Agreement), and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (B) requires that any new filings be made on or other action taken to perfect or to maintain the Restatement Effective Date perfection of such Liens. (d) Each Obligor hereby agrees, acknowledges and affirms that (i) each of the Loan Documents to which it is a party shall be made remain in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further full force and effect and WH Group was released from its obligations thereunder shall constitute security for all Obligations pursuant to the Initial Credit Agreement as amended and under restated hereby, and (ii) any reference to the Initial Credit Agreement appearing in any other Loan DocumentSecured Debt Document shall on and after the Restatement Date be deemed to refer to the Initial Credit Agreement as amended and restated hereby. In furtherance of the foregoing, each Obligor hereby confirms the security interest in the Collateral granted by it in favor of the Security Trustee pursuant to each Collateral Document to which it is a party.

Amendment and Restatement. (a) On the Restatement Effective Date, (i) the Existing Revolving Credit Commitment of any Existing Lender that is not a Lender under this Agreement shall amend be terminated (and restate any notice with respect thereto is hereby waived) and (ii) the Existing Revolving Credit Commitment of any Existing Lender that is a Lender under this Agreement in its entiretyshall be amended to the amount set forth on Schedule I. (b) On the Effective Date, and the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced amended and restated in its entirety by this Agreement Agreement, and the other Loan Documents. Substantially concurrently with the Restatement Effective DateExisting Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) all the incurrence by the Parent Borrower of the Commitments (“Obligations” under and as defined in the Existing Credit AgreementAgreement (whether or not such “Obligations” are contingent as of the Effective Date), (ii) of each Lender that is a party the representations and warranties made by the Parent Borrower prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to the Existing Credit Agreement but is prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in the Existing Credit Agreement). The amendments and restatements set forth herein shall not a party to this Agreement (an cure any breach thereof or any “Exiting Lender”) will be terminated, all outstanding Obligations (Default” or “Event of Default” under and as defined in the Existing Credit AgreementAgreement (if any) owing existing prior to the Exiting Lenders shall be repaid Effective Date. This Agreement is not in full any way intended to constitute a novation of the obligations and each Exiting Lender will cease to be a “Lender” liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and shall not be a Lender under this Agreement, liabilities. (iic) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 This amendment and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated restatement is limited as of February 17, 2017, between WH Group and the Administrative Agent was terminated written and is of no further force and effect and WH Group was released from its obligations thereunder and under not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document., all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document

Amendment and Restatement. (a) On the Restatement Effective Closing Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations of the parties hereto evidenced by the Existing Original Credit Agreement shall be evidenced amended and restated in its entirety by this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party references to the Existing Original Credit Agreement but is not a party to in any Loan Document other than this Agreement (an “Exiting Lender”including in any amendment, waiver or consent) will shall be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing deemed to refer to the Exiting Lenders Original Credit Agreement as amended and restated hereby, (ii) all references to any section (or subsection) of the Original Credit Agreement in any Loan Document (but not herein) shall be repaid in full and each Exiting Lender will cease amended to be a “Lender” under be, mutatis mutandis, references to the Existing Credit Agreement and shall not be a Lender under corresponding provisions of this Agreement, (iiiii) each Person listed on Schedule 2.01 except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be a Lender under this deemed to be reference to the Original Credit Agreement with the Commitments set forth opposite its name on Schedule 2.01 as amended and restated hereby and (iiid) any Loans each of the Loan Parties party hereto hereby (x) reaffirms all of its obligations under each of the Loan Documents to be made on which it is a party and (y) acknowledges and agrees that subsequent to, and taking into account all of the Restatement Effective Date terms and conditions of the Agreement, each Loan Document to which it is a party shall be made remain in full force and effect in accordance with the Commitments set forth on Schedule 2.01terms thereof. The parties hereto acknowledge that pursuant This Agreement is not intended to constitute, and does not constitute, a novation of the Existing obligations and liabilities under the Original Credit AgreementAgreement (including the Obligations as defined therein) or to evidence payment of all or any portion of such obligations and liabilities. (b) On and after the Closing Date, all “Obligations” and “Secured Obligations” under the Parent Guaranty Agreement, dated Original Credit Agreement as of February 17, 2017, between WH Group the Closing Date shall be deemed to be Obligations and Secured Obligations outstanding under this Agreement (whether or not such “Obligations” and “Secured Obligations” are contingent as of the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan DocumentClosing Date).

Amendment and Restatement. On In order to facilitate the Restatement Effective and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: (a) Simultaneously with the Closing Date, this Agreement the parties hereby agree that the Commitments shall amend and restate the Existing Credit Agreement be as set forth in its entirety, Schedule 2.01 and the rights portion of Loans and obligations of the parties hereto evidenced by other Outstanding Amounts outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders (including the Existing Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements required pursuant to Section 10.06 of the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other consents, documents, or instruments, including any assignment agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01. (b) The Borrower, the Administrative Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (c) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.10, and in any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the other “Prior Loan Documents. Substantially concurrently with the Restatement Effective Date”), (i) all of the Commitments (as defined in indebtedness, liabilities and obligations owing by the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” Borrower under the Existing Credit Agreement and other Prior Loan Documents shall not be a Lender continue as Obligations hereunder and all indebtedness, liabilities and obligations of any Person other than the Borrower under this Agreementthe Existing Credit Agreement and other Prior Loan Documents shall continue as obligations of such Person hereunder, and (ii) each Person listed on Schedule 2.01 to of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Prior Loan Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Loans owing by the Borrower and outstanding under the Existing Credit Agreement shall be a Lender continue as Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Existing Credit Agreement and any of the Prior Loan Documents shall continue as Letters of Credit hereunder. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurocurrency Rate Loans outstanding under the Existing Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Eurocurrency Rate Loans under this Agreement with and accrue interest at the Commitments Eurocurrency Rate hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan or Letter of Credit hereunder shall be as set forth opposite its name on Schedule 2.01 and (iii) in the definition of “Applicable Rate” in Section 1.01, without regard to any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to margin applicable thereto under the Existing Credit Agreement, Agreement prior to the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan DocumentClosing Date.

Amendment and Restatement. On The parties hereto agree that, on the Restatement Effective Closing Date, this Agreement the following transactions shall amend and restate the Existing Credit Agreement in its entiretybe deemed to occur automatically, and the rights and obligations of the parties hereto evidenced without further action by any party hereto: (a) the Existing Credit Agreement shall be evidenced by deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other Loan Documents. Substantially concurrently holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Restatement Effective Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) all of the Commitments (as defined in Borrower shall prepay any revolving loans outstanding under the Existing Credit AgreementAgreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of each Lender the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that is a party this Agreement constitutes an amendment to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be . This Agreement is not a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to novation of the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. On the Restatement Effective Date, this This Agreement shall is intended to amend and restate the Existing Credit Agreement in its entiretyAgreement, without novation, with the Commitments set forth herein and the rights Lenders party hereto. All Existing Letters of Credit shall be Letters of Credit outstanding hereunder. The Credit Parties hereby ratify, affirm and acknowledge all of their obligations in respect of the parties hereto evidenced Existing Credit Agreement and the related documents and agreements delivered by them thereunder, including all outstanding Existing Letters of Credit and the related LOC Documents, as amended and restated hereby. Without limiting the foregoing, all Collateral under the Existing Credit Agreement shall be evidenced by Collateral hereunder and continue to secure the Obligations. The Lenders hereby agree that the commitments with respect to the Existing Credit Agreement are amended and restated to be the Revolving Commitments of this Agreement and hereby waive, on the other Loan DocumentsClosing Date only, any pro rata payment provisions of this Agreement to the extent any such payments are required to repay any obligations owing to any lender under the Existing Credit Agreement that will not continue as a Lender under this Agreement. Substantially concurrently with the Restatement Effective Date, (i) all All Events of the Commitments Default (as defined in the Existing Credit Agreement) of each Lender that is a party to under the Existing Credit Agreement but is not a party are hereby waived, except to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations the extent any such Events of Default (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” that exist under the Existing Credit Agreement and shall not be a Lender on the date hereof also constitute Events of Default under the express provisions of this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. (a) On the Restatement Effective Closing Date, this Agreement shall amend and restate the Existing Credit Agreement in its entiretycommitments, and the loans, rights and obligations of and the parties hereto evidenced by liens and security interests under the Existing Credit Agreement shall be assigned to the Lenders and the Administrative Agent, as applicable, pursuant to the Master Assignment and the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except that the Borrower, the Administrative Agent and the Lenders agree that (i) the “Indebtedness” incurred by the Borrower under and as defined in the Existing Credit Agreement (whether or not such Indebtedness is contingent as of the Closing Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Credit Documents. Substantially concurrently , (ii) the Lenders under the Existing Credit Agreement hereby waive the reimbursement of any breakage costs incurred on the Closing Date under Section 2.17 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Closing Date, (iv) except as expressly stated herein or amended, amended and restated or otherwise modified, the other Credit Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Indebtedness, and (v) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the Restatement Effective covenants contained in the Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to the Closing Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (b) The terms and conditions of this Agreement and the Administrative Agent’s, the Lenders’, the Swingline Lender’s and the Issuing Lender’s rights and remedies under this Agreement and the other Credit Documents shall apply to all of the Indebtedness incurred under the Existing Credit Agreement and the Letters of Credit issued thereunder. (c) On and after the Closing Date, (i) all references to the Existing Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Credit Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified or restated), (ii) all references to any section (or subsection) of the Existing Credit Agreement in any Credit Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified or restated). (d) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Credit Document, all terms and conditions of the Credit Documents remain in full force and effect unless specifically amended hereby or by any other Credit Document. (e) The “Lenders” party to the Existing Credit Agreement and any Lenders not party to the Existing Credit Agreement have agreed among themselves, if applicable, effective as of the Closing Date, to reallocate the respective Commitments (as defined in the Existing Credit Agreement) and corresponding outstanding Loans of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an such “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “LenderLenders” under the Existing Credit Agreement to be the Commitments and shall not be a Lender under corresponding outstanding Loans hereunder as contemplated by Schedule 1.1 to this Agreement. On the Closing Date and after giving effect to such reallocation and adjustment of the Commitments, (ii) the Commitments of each Person listed on Schedule 2.01 to this Agreement Lender shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments as set forth on Schedule 2.011.1 hereto and each Lender shall own its Revolving Commitment Percentage of the outstanding Loans. The parties hereto acknowledge that reallocation and adjustment to the Commitments of each Lender as contemplated by this Section 9.25 shall be deemed to have been consummated pursuant to the Existing Credit Agreement, terms of the Parent Guaranty Agreement, dated Assignment and Assumption attached as Exhibit 1.1(a) hereto as if each of February 17, 2017, between WH Group the Lenders had executed an Assignment and Assumption with respect to such reallocation and adjustment. The Borrower and the Administrative Agent was terminated hereby consent to such reallocation and is adjustment of no further force the Commitments. The Administrative Agent hereby waives the processing and effect recordation fee set forth in Section 9.6 with respect to the assignments and WH Group was released from its obligations thereunder and under any other Loan Documentreallocations of the Commitments contemplated by this Section 9.25.

Amendment and Restatement. (i) On the Restatement Effective Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) this Agreement Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents. Substantially concurrently with the Restatement Effective DateDocuments executed and delivered in connection herewith do not constitute a novation, (i) all payment and reborrowing, or termination of the Commitments “Obligations” (as defined in the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement as in effect prior to the Effective Date and shall not be a Lender under (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement, . (ii) each Person listed on Schedule 2.01 to Notwithstanding the modifications effected by this Agreement shall be a Lender under this Agreement with of the Commitments set forth opposite its name on Schedule 2.01 representations, warranties and (iii) any Loans to be made on covenants of the Restatement Effective Date shall be made Borrower contained in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, dated however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof. (iii) All indemnification obligations of February 17, 2017, between WH Group the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement. (iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent was terminated prior to the Effective Date and is (b) authorizes and directs the Administrative Agent to enter into such agreements. (v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of no further force and effect and WH Group was released from its obligations thereunder and the outstanding Loans under any other Loan Documentthe Existing Credit Agreement on the Effective Date hereof.

Amendment and Restatement. On It is the Restatement Effective Date, this Agreement shall amend and restate intention of each of the parties hereto that (a) the Existing Credit Agreement be amended and restated in its entiretyentirety pursuant to this Agreement so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement, (b) that all Indebtedness and Obligations of the Borrower and the rights Guarantors hereunder and obligations under the other Loan Documents shall be secured by the liens and security interests evidenced under the Loan Documents and (c) that this Agreement does not constitute a novation or termination of the parties hereto evidenced by obligations and liabilities existing under the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all or serve to terminate Section 10.3 of the Commitments Existing Credit Agreement or any of the Borrower’s obligations thereunder with respect to the Administrative Agent (as defined in the Existing Credit Agreement) of each Lender that is a party to or the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations Lenders (as defined in the Existing Credit Agreement) owing or any other Indemnitee (as defined in the Existing Credit Agreement)). The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing Credit Agreement made under and in accordance with the terms of Section 10.2 of the Existing Credit Agreement. In addition, unless specifically amended hereby or in connection herewith, each of the Loan Documents shall continue in full force and effect. This Agreement restates and replaces, in its entirety, the Existing Credit Agreement; from and after the Closing Date, any reference in any of the other Loan Documents to the Exiting Lenders “Credit Agreement” or any like term shall be repaid deemed to refer to this Agreement. Each Lender with a Revolving Commitment on the Closing Date shall be deemed to have agreed that its Revolving Commitment set forth on Schedule I hereto replaces in full and each Exiting Lender will cease to be a its entirety such Lender’s “LenderRevolving Commitment” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Documentif any).

Amendment and Restatement. On The parties hereto agree that, on the Restatement Effective Closing Date, this Agreement the following transactions shall amend and restate the Existing Credit Agreement in its entiretybe deemed to occur automatically, and the rights and obligations of the parties hereto evidenced without further action by any party hereto: (a) the Existing Credit Agreement shall be evidenced by deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement and the other Loan Documentsloan documents entered into in connection therewith and outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; and (c) the guarantees (if any) made to the lenders, the letter of credit issuer, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed. Substantially concurrently with On the Restatement Effective Closing Date, (i) all the Borrower shall prepay any loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Loans ratable with the Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 2.01 (it being understood and agreed that any outstanding loan that is a Eurodollar Rate Loan (as defined in the Existing Credit Agreement) of each Lender that is shall continue as a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations Eurodollar Rate Loan (as defined in the Existing Credit Agreement) owing to until the Exiting Lenders shall be repaid in full end of the current interest period(s) applicable thereto, and each Exiting Lender will cease to be a “Lender” under any provisions of the Existing Credit Agreement applicable to such loans are incorporated herein by reference, mutatis mutandis, and the parties hereto hereby agree that such provisions shall not be a Lender under this Agreement, (iicontinue to apply to such loans until the end of the current interest period(s) each Person listed on Schedule 2.01 to applicable thereto). The parties hereto further acknowledge and agree that this Agreement shall be a Lender constitutes an amendment to the Existing Credit Agreement made under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to terms of Section 11.01 of the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. On the Restatement Effective Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations of the parties hereto evidenced by Date the Existing Credit Agreement shall be evidenced by amended, restated and superseded in its entirety hereby. The parties hereto acknowledge and agree that (i) this Agreement Agreement, any promissory notes delivered pursuant hereto and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all Documents executed and delivered in connection herewith do not constitute a novation or termination of the Commitments “Obligations” (as defined in the Existing Credit Agreement) of each Lender that is a party to under the Existing Credit Agreement but is not a party as in effect prior to the Restatement Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement. Notwithstanding the modifications effected by this Agreement (an “Exiting Lender”) will be terminatedof the representations, all outstanding Obligations (as defined warranties and covenants of the Borrowers contained in the Existing Credit Agreement, each Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent or any Lender or its successors arising out of the representations and warranties of the Borrowers contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement. The Continuing Lenders constituting “Required Lenders” under the Existing Credit Agreement hereby waive (i) owing the requirement pursuant to Section 2.6 of the Exiting Lenders shall be repaid in full and each Exiting Lender will cease Existing Credit Agreement that the Borrowers deliver prior notice of its election to be a terminate the “LenderCommitments” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that requirement pursuant to Section 2.8 of the Existing Credit Agreement that the Borrowers deliver prior notice of its election to prepay all outstanding “Advances” under the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. On By execution of this Agreement, the Restatement Effective Date, this Agreement shall amend Company and restate each of the other Loan Parties acknowledging below agrees that: (a) the Existing Credit Agreement in its entiretyis incorporated herein by reference, and shall continue to be in full force and effect except as expressly modified hereby; (b) all Loan Documents, as defined in the rights Existing Credit Agreement, with or relating to the Company or any Guarantor, including, without limitation, those documents listed on Schedule 11.20 are incorporated by reference into the Loan Documents and obligations shall continue to be Loan Documents hereunder and in full force and effect, except to the extent expressly modified hereby; (c) except to the extent expressly modified as provided above, it reaffirms and ratifies all of the parties hereto evidenced by its agreements in the Existing Credit Agreement and Loan Documents, as defined in the Existing Credit Agreement (the “Existing Loan Documents”); (d) each reference in the Existing Loan Documents, and any terms defined in the Existing Loan Documents by reference to terms in the Existing Credit Agreement, shall be evidenced by deemed to be references to this Agreement and the terms defined in this Agreement; (e) Agent is authorized in its own name or in the name of the Company and other Loan Parties, in Agent’s discretion and from time to time, to make such notations on or modifications to the Existing Loan Documents to reflect the intentions of the parties as expressed herein; and (f) to the extent necessary or desirable to give effect to the intent of the parties under this Agreement and any Existing Loan Documents (including, without limitation, any Security Document included therein), this Agreement and the other Loan Documents shall construed as an amendment to the Existing Credit Agreement and other Existing Loan Documents, it being the intent of the parties that, without further action, collateral security in which Agent and/or Lenders were granted a Lien under any Existing Loan Documents shall continue secure the relevant obligations of the Loan Parties under this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. On the Restatement Effective Closing Date, this Agreement shall amend amend, restate and restate supersede the Existing Credit Agreement in its entirety, and except as provided in this Section 1.09 (it being understood that this Agreement is not intended by the parties to be a novation of the Loan Documents (as defined in the Existing Credit Agreement) or the credit facilities under the Existing Credit Agreement). On the Closing Date, the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party All references to the Existing Credit Agreement but is not a party in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Agents reserve all of their rights under the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (an “Exiting Lender”) will pro-rated in the case of any fractional periods), and shall be terminatedpaid on the Closing Date; provided, that, all outstanding Obligations (as defined in the Existing Credit Agreement) owing outstanding on the Closing Date that are not repaid on the Closing Date immediately prior to or simultaneously with the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to effectiveness of this Agreement shall in all respects be a Lender under this Agreement with continuing and shall be deemed to be Obligations outstanding hereunder on the Commitments terms set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made herein. Commencing on the Restatement Effective Date Closing Date, all fees hereunder shall be made payable by the Borrowers to the Agents for the account of the Lenders in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit this Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. On The Borrowers, the Restatement Effective DateBanks, the Agent, the Japan Local Currency Agent and the Local Currency Agent each agree that, upon (i) the execution and delivery of this Agreement shall amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations by each of the parties hereto evidenced and (ii) satisfaction (or 84 waiver by the aforementioned parties) of the conditions precedent set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be evidenced and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all shall not constitute a novation of the Commitments (as defined in the Existing Credit Agreement) Agreement or the Debt created thereunder. The commitment of each Lender Bank that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will shall, on the Closing Date, automatically be terminated, all outstanding Obligations (as defined in deemed amended and the Existing Credit Agreement) owing to the Exiting Lenders only commitments shall be repaid in full and each Exiting Lender will cease to be a “Lender” those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Advances under (and shall not be a Lender governed by the terms of) this Agreement, (b) all obligations under the Existing Credit Agreement with any Bank or any Affiliate of any Bank which are outstanding on the Closing Date shall continue as obligations under this Agreement, and (iic) each Person listed on Schedule 2.01 the Agent shall have full power and authority to this Agreement shall be a Lender under this Agreement with allocate the Commitments and Revolving Credit Commitments of the Banks as in effect immediately prior to the Closing Date such that, immediately after giving effect to such allocations on the Closing Date, each Bank shall hold the “Commitment” and the “Revolving Credit Commitment” set forth opposite next to its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties I hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated Banks further agree to make all assignments and/or transfers, and is hereby consent to any such assignments and transfers, which may be necessary (including, without limitation, assignments of no further force and funded obligations) to effect and WH Group was released from its obligations thereunder and under any other Loan Documentthe allocations described in this clause (c).

Amendment and Restatement. On 12.1 Interrelationship with the Restatement Effective DateExisting Credit Agreement. As stated in the preamble hereof, this Agreement shall is intended to amend and restate the provisions of the Existing Credit Agreement in its entiretyand, except as expressly modified herein, (x) all of the terms and provisions of the Existing Credit Agreement shall continue to apply for the period prior to the Closing Date, including any determinations of payment dates, interest rates, Events of Default or any amount that may be payable to Agent or the Lenders, (y) the Obligations under the Existing Credit Agreement shall continue to be paid or prepaid on or prior to the Closing Date, and shall from and after the rights Closing Date continue to be owing and obligations be subject to the terms of this Agreement and (z) this Agreement shall not be deemed to evidence or result in a novation or repayment of the parties hereto evidenced by Original Revolving Loans and reborrowing hereunder, but Obligations under the Existing Credit Agreement and Liens securing payment and performance thereof shall in all respects be continuing as Obligations under this Agreement and Liens securing payment and performance thereof. All references in the other Loan Documents and the Loan Documents executed in connection with the Existing Credit Agreement to (i) the Existing Credit Agreement or the "Credit Agreement" shall be deemed to include references to this Agreement and (ii) the "Lenders" or a "Lender" or to the "Agent" shall mean such terms as defined in this Agreement. All Obligations of the Borrower under the Existing Credit Agreement shall be evidenced governed by this Agreement from and after the other Closing Date. The Loan Documents. Substantially concurrently Documents delivered in connection with this Agreement shall supersede the Restatement Effective Date, (i) all of the Commitments (as defined corresponding Loan Documents delivered in connection with the Existing Credit Agreement) of each Lender . The Loan Documents executed in connection with the Existing Credit Agreement that is a party are not superseded by corresponding Loan Documents executed and delivered in connection with this Agreement shall remain in full force and effect. All references to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid Loan Documents executed in full and each Exiting Lender will cease to be a “Lender” under connection with the Existing Credit Agreement and that are not expressly superseded by deliveries of such new Loan Documents shall not be a Lender under deemed to refer to this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. On The parties hereto agree that, on the Restatement Effective Closing Date, this Agreement the following transactions shall amend and restate the Existing Credit Agreement in its entiretybe deemed to occur automatically, and the rights and obligations of the parties hereto evidenced without further action by any party hereto: (i) the Existing Credit Agreement shall be evidenced by deemed to be amended and restated in its entirety pursuant to this Agreement Agreement, and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all provisions of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” superseded by the provisions hereof; (ii) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall not be a Lender deemed to be Obligations outstanding hereunder; (iii) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under this the Existing Credit Agreement, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; and (iiiv) each Person listed the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; provided, that, such collateral documents shall, to the extent amended and restated or otherwise replaced on Schedule 2.01 to this the Closing Date, be evidenced by such amended and restated or replacement collateral documents from and after the Closing Date. On the Closing Date, the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be a Lender under this Agreement with reallocated and restated among the Lenders so that, as of the Closing Date, the Revolving Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on of the Restatement Effective Date Lenders shall be made in accordance with the Commitments as set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. On The parties hereto agree that, on the Restatement Effective Closing Date, this Agreement the following transactions shall amend and restate the Existing Credit Agreement in its entiretybe deemed to occur automatically, and the rights and obligations of the parties hereto evidenced without further action by any party hereto: (a) the Existing Credit Agreement shall be evidenced by deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other Loan Documents. Substantially concurrently holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Restatement Effective Existing Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed. On the Closing Date, (i) all of the Commitments (as defined in Borrower shall prepay any revolving loans outstanding under the Existing Credit AgreementAgreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of each Lender the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 2.01 as in effect on the Closing Date. The parties hereto further acknowledge and agree that is a party this Agreement constitutes an amendment to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined made under and in accordance with the terms of Section 11.01 of the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be . This Agreement is not a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to novation of the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. On the Restatement Effective Date, this This Agreement shall amend constitutes an amendment and restate restatement of the Existing Credit Agreement in its entirety, effective from and after the rights Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the lenders or the administrative agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of the this Agreement. The parties hereto evidenced agree that, on the Closing Date, the following shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be evidenced by deemed to be amended and restated in its entirety pursuant to this Agreement; (b) the loans and any other obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and be deemed to obligations outstanding hereunder; and (c) all references in the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party Documents to the Existing Credit Agreement but is not a party shall be deemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement (constitutes an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined amendment to the Existing Credit Agreement made in accordance with Section 10.02 of the Existing Credit Agreement) owing to . All loans and other obligations of the Exiting Lenders shall be repaid in full Borrower and each Exiting Lender will cease to be a “Lender” Guarantors outstanding as of the Closing Date under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such loans, together with any extensions of credit made on the Restatement Effective Date shall be made in accordance with Closing Date, reflect the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to of the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan DocumentLenders hereunder.

Amendment and Restatement. On The parties hereto agree that, on the Restatement Effective Closing Date, this Agreement the following transactions shall amend and restate the Existing Credit Agreement in its entiretybe deemed to occur automatically, and the rights and obligations of the parties hereto evidenced without further action by any party hereto: (a) the Existing Credit Agreement shall be evidenced by deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other Loan Documents. Substantially concurrently holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Restatement Effective Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) all of the Commitments (as defined in Loan Parties shall prepay any revolving loans outstanding under the Existing Credit AgreementAgreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of each Lender the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that is a party this Agreement constitutes an amendment to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined made under and in accordance with the terms of Section 11.01 of the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. (a) On the Restatement Effective Closing Date, the Existing Credit Agreement automatically shall be deemed amended and restated in its entirety by this Agreement and the Commitments, Loans and other Obligations under the Existing Credit Agreement and as defined therein automatically shall be amended and restated in their entireties by the Commitments, Loans and Obligations hereunder. This Agreement is not a novation of the Existing Credit Agreement or the credit facilities, indebtedness and other obligations under the Existing Credit Agreement. It is the intent of the parties to amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations credit facilities provided thereunder, without novation or interruption. (b) On the Closing Date, the risk participations of the parties hereto evidenced by Lenders hereunder in each outstanding Letter of Credit (including the Existing Credit Agreement Letters of Credit) and each outstanding Swing Line Loan shall be evidenced by this Agreement automatically reallocated such that the risk participation of each Lender in each outstanding Letter of Credit and the other Swing Line Loan Documentsequals such Lender’s Applicable Percentage of each such Letter of Credit and Swing Line Loan. Substantially concurrently with the Restatement Effective Date, The parties acknowledge and agree that (i) some or all of the Commitments principal balance of the “Term Loan” (as defined in the Existing Credit Agreement) outstanding immediately prior to effectiveness of each Lender that is a party this Agreement will remain outstanding and constitute some or all of the Term Loan A-1 after giving effect to this Agreement, (ii) the Term Loan A-1, as of the Closing Date and after effectiveness of this Agreement, will maintain the same Interest Period (i.e., ending on the same date) as was applicable to the Existing Credit Agreement but is not a party to this Agreement (an principal balance of the “Exiting Lender”) will be terminated, all outstanding Obligations Term Loan” (as defined in the Existing Credit Agreement) owing outstanding immediately prior to effectiveness of this Agreement (and shall thereafter be subject to conversion and/or continuation upon expiration of such Interest Period in accordance with the terms of this Agreement), and (iii) the Administrative Agent shall make such adjustments to the Exiting Register, and the Term A-1 Lenders shall be repaid make necessary settlements among themselves, such that after giving effect thereto each Term A-1 Lender holds a portion of the Term A-1 Loan consistent with Schedule 2.01 attached hereto as of the Closing Date (it being agreed by the Lenders that the transactions described in full this sentence shall not give rise to any obligation of the Loan Parties under Section 3.05 of the Existing Credit Agreement or of this Agreement). (c) From and after the Closing Date, by execution of this Agreement, each Exiting Lender will cease to be Person identified as a “Lender” on each signature page that is not already a Lender under the Existing Credit Agreement hereby acknowledges, agrees and shall not be a Lender under confirms that, by its execution of this Agreement, (ii) each such Person listed on Schedule 2.01 will be deemed to be a party to this Agreement and a “Lender” for all purposes of this Agreement and shall be have all of the obligations of a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to hereunder as if it had executed the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. (a) On the Restatement Effective Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced amended, restated and superseded in its entirety by this Agreement Agreement. The parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.10(e) and the other Loan Documents. Substantially concurrently with the Restatement Effective DateCredit Documents executed and delivered in connection herewith do not constitute a novation, (i) all payment and reborrowing, or termination of the Commitments “Secured Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in immediately effect prior to the Effective Date and (b) such “Secured Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement. (b) Notwithstanding the modifications effected by this Agreement of each the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, the Collateral Agent, any Lender or their respective successors arising out of the representations and warranties of the Borrower made (including representations and warranties or deemed made in connection with the making of Loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is a party understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof. (c) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement but is not (including any arising from a party to this Agreement (an “Exiting Lender”breach of the representations thereunder) will be terminated, all outstanding Obligations (as defined in shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement. (d) owing The Existing Lenders constituting “Required Lenders” under the Existing Credit Agreement hereby waive (i) the requirement pursuant to Section 2.09(c) of the Exiting Lenders shall be repaid in full and each Exiting Lender will cease Existing Credit Agreement that the Borrower deliver prior notice of its election to be a terminate the “LenderCommitments” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that requirement pursuant to Section 2.11(b) of the Existing Credit Agreement that the Borrower deliver prior notice of its election to prepay all outstanding “Loans” under the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. On (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, effective from and after the Restatement Effective Date, . The execution and delivery of this Agreement shall amend and restate not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Date, the credit facilities described in its entiretythe Existing Credit Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and the rights all loans and other obligations of the parties hereto evidenced by Borrower outstanding as of such date under the Existing Credit Agreement Agreement, shall be evidenced deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by this Agreement and any Person, except that the other Loan Documents. Substantially concurrently Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, (i) all reflect the respective Revolving Commitment of the Commitments Lenders hereunder. (b) Each Loan Party acknowledges and agrees that the security interests and Liens (as defined in the Existing Credit Agreement) of each Lender that is a party granted to the Administrative Agent pursuant to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations and the other Collateral Documents (as defined in the Existing Credit Agreement) owing to the Exiting Lenders ), shall be repaid remain outstanding and in full force and each Exiting Lender will cease to be a “Lender” under effect, without interruption or impairment of any kind, in accordance with the Existing Credit Agreement and shall not be a continue to secure the Obligations. (c) The Parent and each of its Subsidiaries acknowledge and agree that any causes of action or other rights created in favor of any Lender under and its successors in connection with the Existing Credit Agreement or any other Loan Document executed in connection therewith prior to the Restatement Date shall survive the execution and delivery of this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with . All indemnification obligations of the Commitments set forth opposite Parent and its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that Subsidiaries arising pursuant to the Existing Credit Agreement shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. On the Restatement Effective Date, The parties to this Agreement shall amend agree that, upon (i) the execution and restate the Existing Credit Agreement in its entirety, and the rights and obligations delivery by each of the parties hereto evidenced by of this Agreement and (ii) satisfaction of the conditions set forth in Section 6.1, the terms and provisions of the Existing Credit Agreement shall be evidenced and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. Subject to Section 13.20, all Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the effective date hereof shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Substantially concurrently with Without limiting the Restatement Effective Dateforegoing, upon the effectiveness hereof: (ia) all of references in the Commitments “Loan Documents” (as defined in the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party “Agent”, the “Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, (an “Exiting Lender”b) will be terminated, all Letters of Credit issued and outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement on the date hereof shall continue as Letters of Credit under (and shall not be a Lender under governed by the terms of) this Agreement, (iic) each Person listed all obligations constituting “Obligations” with any Bank or any Affiliate of any Bank which are outstanding on Schedule 2.01 to this Agreement the effective date herefor shall be a Lender continue as Obligations under this Agreement and the other Loan Documents, (d) the Agent shall make such reallocations, sales, assignments or other relevant actions as are necessary so that each Bank holds its pro rata share of outstanding credit exposure on the effective date herefor, and (e) the Company hereby agrees to compensate each Bank for any and all losses, costs and expenses incurred by such Bank in connection with the Commitments sale and assignment of any Loans (other than Base Rate Loans), including as a result of the reallocation described above, in each case on the terms and in the manner set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan DocumentSection 5.1 hereof.

Amendment and Restatement. On This Agreement is an amendment and restatement of (but not a novation of or an accord and satisfaction of) the Restatement Effective Existing Credit Agreement. All outstanding Obligations under the Existing Credit Agreement (and which have not been repaid on the Closing Date) shall continue to remain outstanding under this Agreement. From and after the date hereof, this Agreement shall amend and restate all references made to the Existing Credit Agreement in its entirety, and the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other any “Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all of the Commitments Document” (as defined in the Existing Credit Agreement) of each Lender that is a party or in any other instrument or document shall, without more, be deemed to the Existing Credit Agreement but is not a party refer to this Agreement. The Borrower and each Guarantor under this Agreement (an hereby acknowledges and agrees that the “Exiting Lender”) will be terminated, all outstanding Obligations Liens” (as defined in the Existing Credit Agreement) owing created and provided for by the “Collateral Documents” (as defined in the Existing Credit Agreement) continue to secure, among other things, the Exiting Lenders Obligations under the Existing Credit Agreement which shall be repaid in full remain outstanding on the date hereof as well as those hereafter arising under this Agreement and each Exiting Lender will cease to be a “Lender” the other Loan Documents; and the rights and remedies of the Administrative Agent under the Collateral Documents under the Existing Credit Agreement and shall not be a Lender the Liens under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group Agreement created and the Administrative Agent was terminated and is of no further provided for thereunder remain in full force and effect and WH Group was released from its shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Collateral Documents under the Existing Credit Agreement as to the indebtedness which would be secured thereby prior to giving effect to this Agreement. This amendment and restatement of the Existing Credit Agreement shall operate to renew, amend and modify the rights and obligations thereunder and of the parties under any other Loan Documentthe Existing Credit Agreement as provided herein, but shall not act as a novation thereof.

Amendment and Restatement. (a) On the Restatement Effective Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by amended, restated and superseded in its entirety hereby. The parties hereto acknowledge and agree that (i) this Agreement Agreement, any notes delivered pursuant to Section 2.10(g) and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all Credit Documents executed and delivered in connection herewith do not constitute a novation or termination of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” obligations under the Existing Credit Agreement as in effect prior to the Effective Date and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to such obligations are in all respects continuing with only the terms thereof being modified as provided in this Agreement. (b) Notwithstanding the modifications effected by this Agreement shall be a Lender under this Agreement with of the Commitments set forth opposite its name on Schedule 2.01 representations, warranties and (iii) any Loans to be made on covenants of the Restatement Effective Date shall be made Borrowers contained in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Borrowers acknowledge and agree that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations, warranties and covenants of the Borrowers contained in or delivered (including representations, warranties and covenants delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, dated however, that it is understood and agreed that the Borrowers’ monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder shall on and after the Effective Date be evidenced by this Agreement as provided in Article II hereof. (c) All indemnification obligations of February 17, 2017, between WH Group the Borrowers pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan DocumentExisting Credit Agreement pursuant to this Agreement.

Amendment and Restatement. On The parties hereto agree that, on the Restatement Effective Closing Date, this Agreement the following transactions shall amend and restate the Existing Credit Agreement in its entiretybe deemed to occur automatically, and the rights and obligations of the parties hereto evidenced without further action by any party hereto: (i) the Existing Credit Agreement shall be evidenced by deemed to be amended and restated in its entirety pursuant to this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, Agreement; (iii) all of the Commitments Loans (as defined in the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding and other Obligations (as defined in the Existing Credit Agreement) outstanding on the Closing Date immediately prior to effectiveness of this Agreement shall in all respects be continuing and shall be deemed to be Loans and Obligations outstanding hereunder on the terms set forth herein; (iii) the guarantees made to the lender and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed and (iv) the Obligations (as defined in the Existing Credit Agreement) held by lenders party to the Existing Credit Agreement that are not Lenders hereunder as of the Closing Date shall be repaid and their related commitments shall be terminated. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.01 of the Existing Credit Agreement. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and shall not be a Lender under delivery of this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. On the Restatement Effective Date, this This Agreement shall fully amend and restate the Existing Credit Agreement Agreement. The Lenders’ interests with respect to the Loan proceeds outstanding under (and as defined in) the Existing Credit Agreement, shall be allocated on the Effective Date in its entirety, and the rights and obligations of the parties hereto evidenced by accordance with each Lender’s Commitments. The principal amount outstanding under the Existing Credit Agreement as of the date hereof shall be evidenced by this Agreement deemed to be Loan proceeds disbursed hereunder and under the other Notes, with each Lender having funded a portion of such Loan Documentsproceeds in an amount equal to its respective Pro Rata Share thereof; such initial outstanding advances hereunder (together with issued and undrawn Letters of Credit) are set forth on Schedule 1.6 attached hereto. Substantially concurrently with On the Restatement Effective Date, (iA) all of the Commitments (as defined in the Existing Credit Agreement) loan commitment of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will shall be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) obligations owing to the such Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement on the Effective Date shall be paid in full, and each Exiting Lender shall not cease to be a Lender under this Agreement; provided, however, that, notwithstanding anything else provided herein or otherwise, any rights of an Exiting Lender under the Loan Documents that are intended by their express terms to survive termination of the Commitments and/or the repayment, satisfaction or discharge of obligations under any Loan Document shall survive for such Exiting Lender hereunder, and (iiB) each Person listed on Schedule 2.01 1.1(a) attached to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on such Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document1.1(a).

Amendment and Restatement. On The parties hereto agree that, on the Restatement Effective Date, this Agreement the following transactions shall amend and restate the Existing Credit Agreement in its entiretybe deemed to occur automatically, and the rights and obligations of the parties hereto evidenced without further action by any party hereto: (a) the Existing Credit Agreement shall be evidenced by deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under or in connection with the Existing Credit Agreement outstanding on the Effective Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder (and, on the Effective Date, the U.S. Borrower hereby absolutely and expressly assumes all of the duties, obligations and liabilities of SPX Corporation, in its capacity as a borrower under, and in connection with, the Existing Credit Agreement and the other Loan Documents. Substantially concurrently loan documents executed in connection with the Restatement Existing Credit Agreement); (c) to the extent evidenced by the Guarantee and Collateral Agreement, the guarantees made to the holders of the obligations pursuant to the loan documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; and (d) to the extent evidenced by the Guarantee and Collateral Agreement, the security interests and liens granted in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed. On the Effective Date, (i) all the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Effective Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.1A as in effect on the Effective Date (and, as defined in of the Effective Date, each Lender’s portion of any outstanding Revolving Loans shall be equal to its Applicable Revolving Percentage of the outstanding amount of such Revolving Loans), (ii) each Existing Letter of Credit issued by an Issuing Lender under the Existing Credit Agreement shall be deemed for all purposes of this Agreement to constitute a Letter of Credit issued by such Issuing Lender pursuant hereto for the applicable Person, (iii) each Existing FCI issued by an FCI Issuing Lender under the Existing Credit Agreement shall be deemed for all purposes of this Agreement to constitute an FCI issued by such FCI Issuing Lender pursuant hereto for the applicable Borrower (and such Borrower, whether or not it is the Borrower for which such Existing FCI was originally issued under the Existing Credit Agreement, shall be obligated and liable in respect of such Existing FCI under the terms and conditions of this Agreement as if such Existing FCI had been originally issued at its request under this Agreement) and the FCI Issuing Commitment of each such FCI Issuing Lender that is under this Agreement shall be deemed utilized in an amount equal to the Dollar Equivalent of all Existing FCIs issued by it and determined as of the Effective Date, subject to any subsequent determinations of such Dollar Equivalent pursuant to Section 2.6(l), and (iv) any Lender may exchange, continue or rollover all or the portion of its credit extensions under the Existing Credit Agreement in connection with the entering into of this Agreement pursuant to a party cashless settlement mechanism approved by SPX Corporation, the U.S. Borrower, the Administrative Agent, the Foreign Trade Facility Agent and such Lender. This Agreement constitutes an amendment to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined made under and in accordance with the terms of Section 9.2 of the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. On the Restatement Effective Date, this This Agreement shall amend (and restate it is the Existing Credit Agreement in its entirety, and the rights and obligations intent of the parties hereto evidenced by that this Agreement shall) amend, restate and replace the Original Credit Agreement and the Guaranty shall (and it is the intent of the parties hereto that the Guaranty shall) amend, restate and replace the Original Guaranty and, in each case, re-evidence the obligations outstanding thereunder on the First Amended and Restated Effective Date as contemplated hereby, and not constitute a novation of the obligations and liabilities of the parties under the Original Credit Agreement and the Original Guaranty. In addition, unless specifically amended hereby, each of the Loan Documents (other than the Original Guaranty) and the exhibits and schedules to the Existing Credit Agreement shall be evidenced by this Loan Agreement and the other Loan Documents. Substantially concurrently with Documents shall continue in full force and effect and that, from and after the Restatement First Amended and Restated Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the “Guaranty” contained therein shall be deemed to refer to the Guaranty. The parties hereto further acknowledge and agree that (i) all this Agreement constitutes an amendment of the Commitments Original Credit Agreement made under and in accordance with the terms of Section 15.1 of the Original Credit Agreement and (ii) the Revolving Note (as defined in the Existing Original Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement hereby cancelled and shall not be a Lender under this Agreement, have no further force or effect it being understood that (iix) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on obligations thereunder were purchased by the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that Initial Lenders pursuant to the Assumption and Assignment Agreement and (y) such obligations so purchased constitute Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan DocumentObligations hereunder for all purposes.

Amendment and Restatement. On the Restatement Effective Date(a) The parties hereto agree that, at such time as this Agreement shall have become effective pursuant to the terms of Section 5.01, (i) the Existing Credit Agreement automatically shall be deemed amended and restated in its entirety by this Agreement and the Revolving Commitments, Loans and other Obligations under the Existing Credit Agreement and as defined therein automatically shall be amended and restated in their entireties by the Revolving Commitments, Loans and Obligations hereunder, and (ii) each Mortgage executed prior to the Closing Date as security for the Existing Credit Agreement and the Obligations described therein (in each case, as any such Mortgage may be amended, if at all, in connection with this Agreement) and the Liens created thereunder shall remain in full force and effect as security for this Agreement, the other Loan Documents and the Obligations described herein and therein and are hereby reaffirmed (as so amended, if at all), and all references to the Existing Credit Agreement in each such Mortgage (if not being amended in connection with this Agreement) shall be deemed to refer without further amendment to this Agreement. This Agreement is not a novation of the Existing Credit Agreement or the credit facilities, commitments, indebtedness and other obligations under the Existing Credit Agreement. It is the intent of the parties to amend and restate the Existing Credit Agreement and the credit facilities provided thereunder, without novation or interruption. (b) At such time as this Agreement shall have become effective pursuant to the terms of Section 5.01, (i) the risk participations of the Lenders hereunder in its entiretyeach outstanding Letter of Credit (including the Existing Letters of Credit) and each outstanding Swing Line Loan shall be automatically reallocated such that the risk participation of each Lender in each outstanding Letter of Credit and Swing Line Loan equals such Lender’s Applicable Percentage of each such Letter of Credit and Swing Line Loan, and (ii) each Lender that is providing a new or increased Revolving Commitment in connection with this Agreement shall make Revolving Loans the rights and obligations proceeds of which shall be applied by the Administrative Agent to prepay outstanding Revolving Loans of the parties hereto evidenced by other Lenders in an amount necessary such that after giving effect to such Borrowing and prepayment each Lender will hold its Applicable Percentage of the Outstanding Amount of all Revolving Loans. Each loan outstanding as a Eurocurrency Rate Loan under the Existing Credit Agreement immediately prior to giving effect to this Agreement shall be evidenced by maintain the same Interest Period applicable to such Eurocurrency Rate Loan immediately prior to giving effect to this Agreement and shall be subject to conversion and/or continuation upon expiration of such Interest Period in accordance with the other Loan Documentsterms of this Agreement. Substantially Revolving Loans made by Lenders providing new or increased Revolving Commitments pursuant to clause (ii) above to prepay existing Loans shall have Interest Periods that expire concurrently with the Restatement Effective expiration of the Interest Periods that were applicable to the existing Loans so prepaid at the time of prepayment, and shall be subject to conversion and/or continuation upon expiration of such Interest Periods in accordance with the terms of this Agreement. (c) From and after the Closing Date, (i) all by execution of the Commitments (this Agreement, each Person identified as defined in the Existing Credit Agreement) of each Lender a “Lender” on a signature page hereto that is not already a party to Lender under the Existing Credit Agreement but is not hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such Person will be deemed to be a party to this Agreement (an and a “Exiting Lender”) will be terminated, ” for all outstanding Obligations (purposes of this Agreement and shall have all of the obligations of a Lender hereunder as defined in if it had executed the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. On The parties hereto agree that, on the Restatement Effective Closing Date, this Agreement the following transactions shall amend and restate the Existing Credit Agreement in its entiretybe deemed to occur automatically, and the rights and obligations of the parties hereto evidenced without further action by any party hereto: (a) the Existing Credit Agreement shall be evidenced by deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other Loan Documents. Substantially concurrently holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Restatement Effective Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) all of the Commitments (as defined in Loan Parties shall prepay any revolving loans outstanding under the Existing Credit AgreementAgreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of each Lender the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b). The parties hereto further acknowledge and agree that is a party this Agreement constitutes an amendment to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined made under and in accordance with the terms of Section 11.01 of the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. On the Restatement Effective Closing Date, this Agreement shall amend and restate : (a) the Existing Credit Agreement in its entirety, and the rights and obligations of the parties hereto evidenced by the Existing Original Credit Agreement shall be evidenced by and is hereby amended and restated in the form of this Agreement; (b) all Advances (as that term is defined in the Original Credit Agreement) and other amounts outstanding under the Original Credit Agreement prior to the Closing Date shall continue to be outstanding under this Agreement and shall be deemed to be Advances and other Obligations owing by the Borrower to the Lenders under this Agreement; the Lenders hereby agree to take all steps and actions and execute and deliver all agreements, instruments and other Loan Documentsdocuments as may be required by the Agent (including the assignment of interests in, or the purchase of participations in, such outstanding Advances) to give effect to the foregoing and to ensure that the aggregate Obligations owing to each Lender are outstanding in proportion to each Lender's Rateable Portion of all outstanding Obligations after giving effect to the foregoing. Substantially concurrently with the Restatement Effective DateFor certainty, (i) all of the Commitments Advances (as that term is defined in the Existing Original Credit Agreement) and other amounts outstanding prior to the Closing Date under the Syndicated Facility and the Term Facility (as those terms are defined in the Original Credit Agreement) shall be and are hereby deemed to be outstanding under the Syndicated Facility under this Agreement, and (ii) all Advances (as that term is defined in the Original Credit Agreement) and other amounts outstanding prior to the Closing Date under the Operating Facility (as that term is defined in the Original Credit Agreement) shall be and are hereby deemed to be outstanding under the Operating Facility under this Agreement; (c) all Bankers' Acceptances (each an "Existing BA") and SOFR Loans (each an "Existing SOFR Loan") presently outstanding under the Original Credit Agreement shall be deemed to be outstanding under this Agreement and the Borrower shall deliver a Notice of Borrowing or Notice of Rollover or Notice of Conversion, as applicable, to the Agent requesting Advances on or prior to the respective Maturity Date of each Existing BA and Existing SOFR Loan in such amount as is necessary to repay to the Lenders in full, or Rollover or convert, as the case may be, each Existing BA and Existing SOFR Loan, as the case may be, on its respective Maturity Date. Each of the Parties acknowledges and agrees that until an Existing BA or Existing SOFR Loan is repaid, rolled over or converted, as the case may be, the liability of each Lender that is a party with respect to such Existing BA or Existing SOFR Loan shall not be based on its respective Rateable Portion as at the Closing Date, but rather will be based upon each such Lender's Rateable Portion thereof existing immediately prior to the Existing Credit Agreement but is not a party to this Agreement Closing Date; and (an “Exiting Lender”d) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Swap Lender will cease continue to be a “Lender” Swap Lender hereunder. Notwithstanding the foregoing or any other term hereof, all of the covenants, representations and warranties on the part of the Borrower under the Existing Original Credit Agreement and all of the claims and causes of action arising against the Borrower in connection therewith, in respect of all matters, events, circumstances and obligations arising or existing prior to the Closing Date shall continue, survive and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to merged in the execution of this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under or any other Loan DocumentDocuments or any advance or provision of any Advance hereunder.

Amendment and Restatement. On Except as expressly set forth herein, it is the Restatement Effective Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations intention of each of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by that: (a) this Agreement does not constitute a novation of the obligations and liabilities of the parties under the Original Common Terms Agreement or the other Loan Documents. Substantially concurrently with Original Finance Documents as in effect prior to the Restatement Effective Date, (i) all Upsize Closing Date and that remain outstanding as of the Commitments Upsize Closing Date (as defined including, without limitation, all Liens and security interests in the Existing Credit AgreementCollateral created under the Security Documents); (b) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”including all Exhibits and Schedules attached hereto) will be terminatedamends, restates, replaces and supersedes in its entirety the Original Common Terms Agreement (including all outstanding Obligations Exhibits and Schedules attached thereto) on the Upsize Closing Date and the Original Common Terms Agreement (as defined in the Existing Credit Agreementincluding all Exhibits and Schedules attached thereto) owing to the Exiting Lenders thereafter shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect, apart from the provisions that pursuant to the terms of the Original Common Terms Agreement survive the termination thereof; (c) this Agreement constitutes an amendment of the Original Common Terms Agreement made under and in accordance with the terms of Section 23.15 of the Original Common Terms Agreement and, in connection therewith, the amendments set forth herein shall be binding upon all of the parties to the Original Common Terms Agreement with the written consent of the Intercreditor Agent immediately prior to giving effect to this Agreement on the Upsize Closing Date; (d) from and after the Upsize Closing Date, all references to the “Common Terms Agreement” contained in the Finance Documents (including all exhibits, schedules, annexes and other attachments attached hereto) shall be deemed to refer to this Agreement and all references to any section (or subsection) of this Agreement in any other Finance Document shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement; and (e) all Senior Debt Obligations (as modified by this Agreement on the Upsize Closing Date) continue to be valid, enforceable and in full force and effect and WH Group was released from its obligations thereunder not be impaired, in any respect, by the effectiveness of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the say and under any other Loan Document.year first above written. as the Company By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Financial Officer as the Guarantor By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Financial Officer as Credit Facility Agent By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director as Intercreditor Agent By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Manager, Agency

Amendment and Restatement. On the Restatement Effective Date, this This Agreement shall amend constitutes an amendment and restate the Existing Credit Agreement in its entirety, and the rights and obligations restatement of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 1710, 20172020 (as amended or modified prior to the date hereof, between WH Group the “Prior Credit Agreement”), to which certain of the parties hereto are subject. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent was terminated under the Prior Credit Agreement based on facts or events occurring or existing prior to the execution and is delivery of this Agreement. On the Effective Date, the credit facilities described in the Prior Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Prior Credit Agreement shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such loans, together with any extensions of credit made on the Effective Date, reflect the Commitments of the Lenders hereunder. The parties hereto agree and acknowledge that certain Eurocurrency Loans are outstanding under the Prior Credit Agreement as of the Effective Date. Such Eurocurrency Loans shall remain outstanding on and after the Effective Date and shall continue to accrue interest hereunder at the Eurocurrency Rates applicable thereto until the expiry of the Interest Periods therefor. Such Loans shall not remain outstanding hereunder as Eurocurrency Loans after the expiry of such Interest Periods. No Eurocurrency Loans may be requested on and after the Effective Date. All terms, conditions and provisions set forth in the Prior Credit Agreement governing Eurocurrency Loans are hereby incorporated by reference herein until the above-described Interest Periods expire. Thereafter, such terms, conditions and provisions shall be of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.effect. 105

Amendment and Restatement. On The parties hereto agree that, on the Restatement Effective Closing Date, this Agreement the following transactions shall amend and restate the Existing Credit Agreement in its entiretybe deemed to occur automatically, and the rights and obligations of the parties hereto evidenced without further action by any party 146 hereto: (a) the Existing Credit Agreement shall be evidenced by deemed to be amended and restated in its entirety pursuant to this Agreement; (b) the Existing Obligations shall continue in full force and effect, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations which shall in all respects be continuing and shall be deemed to be obligations outstanding hereunder; and (c) the guarantees made to the Lenders, the L/C Issuer, the Administrative Agent and each other Loan Documentsholder of the obligations under the Existing Credit Agreement, shall remain in full force and effect and are hereby reaffirmed. Substantially concurrently with On the Restatement Effective Closing Date, (i) all the Borrower shall prepay any loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Loans ratable with the Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the Lender s▇▇▇▇▇ the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 2.1 (it being understood and agreed that any outstanding loan that is a SOFR Loan (as defined in the Existing Credit Agreement) of each Lender that is shall continue as a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations SOFR Loan (as defined in the Existing Credit Agreement) owing to until the Exiting Lenders shall be repaid in full end of the current interest period(s) applicable thereto, and each Exiting Lender will cease to be a “Lender” under any provisions of the Existing Credit Agreement applicable to such loans are incorporated herein by reference, mutatis mutandis, and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge hereby agree that pursuant such provisions shall continue to apply to such loans until the Existing Credit Agreement, end of the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.current interest period(s) applicable thereto). 147

Amendment and Restatement. On The parties hereto agree that, on the Restatement Effective Date, this Agreement the following transactions shall amend and restate the Existing Credit Agreement in its entiretybe deemed to occur automatically, and the rights and obligations of the parties hereto evidenced without further action by any party hereto: (a) the Existing Credit Agreement shall be evidenced by deemed to be amended and restated in its entirety pursuant to this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, Agreement; (ib) all of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement outstanding on the Restatement Date shall in all respects be continuing and shall not be a Lender deemed to be Obligations outstanding hereunder; (c) the guaranty made by the Guarantors (as defined in the Existing Credit Agreement) pursuant to the Guaranty (as defined in the Existing Credit Agreement) shall remain in full force and effect with respect to the Obligations and is hereby reaffirmed, (d) all revolving loans outstanding under the Existing Credit Agreement on the Restatement Date shall be deemed to be Revolving Loans made and outstanding on the Restatement Date under this Agreement, Agreement and (iie) each Person listed on Schedule 2.01 all references in the other Loan Documents to this the Existing Credit Agreement shall be a Lender under deemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement with constitutes an amendment to the Commitments set forth opposite its name on Schedule 2.01 Existing Credit Agreement made under and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as terms of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.Section 11.01

Amendment and Restatement. On (a) Each Borrower Party acknowledges and agrees that the Restatement Effective Date, this Agreement shall amend security interests and restate the Existing Credit Agreement in its entirety, and the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all of the Commitments Liens (as defined in the Existing Credit Agreement) of each Lender that is a party granted to the Administrative Agent pursuant to the Existing Credit Agreement but is not a party and the other Security Documents (as defined in the Existing Credit Agreement), shall remain outstanding and in full force and effect, without interruption or impairment of any kind, in accordance with the Existing Credit Agreement and shall continue to this Agreement secure the Obligations. (an “Exiting Lender”b) will be terminatedEach Borrower Party acknowledges and agrees that (i) the Obligations represent, all outstanding among other things, the amendment, restatement, renewal, extension, consolidation and modification of the Obligations (as defined in the Existing Credit Agreement) owing to arising in connection with the Exiting Lenders Existing Credit Agreement and other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith; (ii) the Borrower Parties intend that the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith and the collateral pledged thereunder shall be repaid secure, without interruption or impairment of any kind, all existing Obligations (as defined in full and each Exiting Lender will cease to be a “Lender” the Existing Credit Agreement) under the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith, as they may be amended, restated, renewed, extended, consolidated and modified hereunder, together with all other obligations hereunder; (iii) all Liens (as defined in the Existing Credit Agreement) evidenced by the Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith are hereby ratified, confirmed and continued; and (iv) the Loan Documents are intended to restate, renew, extend, consolidate, amend and modify the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith. Notwithstanding the foregoing, the Borrower Parties and the Lender Group acknowledge and agree that US Ben ▇▇▇▇▇▇▇ Holdco shall not be a Lender under this Guarantor and shall not be a party to the Security Agreement, Pledge Agreement or Intellectual Property Security Agreement, and the Parent shall be required to pledge only 65% of its Equity Interest in US Ben ▇▇▇▇▇▇▇ Holdco under the Pledge Agreement. (c) Each Borrower Party intends that (i) the provisions of the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith, to the extent restated, renewed, extended, consolidated, amended and modified hereby and by the other Loan Documents, be hereby superseded and replaced by the provisions hereof and of the other Loan Documents; (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender the Revolving Loan Notes restate, renew, extend, consolidate, amend, modify, replace, are substituted for and supersede in their entirety, but do not extinguish, the Obligations (as defined in the Existing Credit Agreement) arising under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and Revolving Loan Notes (iiias defined in the Existing Credit Agreement) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that issued pursuant to the Existing Credit Agreement; and (iii) by entering into and performing their respective obligations hereunder, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Documentthis transaction shall not constitute a novation.

Amendment and Restatement. On Upon the Restatement Effective Dateeffectiveness of this Agreement, this Agreement shall amend (a) the terms and restate conditions of the Existing Credit Agreement in its entirety, and the rights and obligations of the parties hereto evidenced by the Existing Credit Loan Agreement shall be evidenced amended as set forth herein and, as so amended, shall be restated in their entirety and (b) the terms and conditions of the other Loan Documents shall be amended as set forth in Section 15.20 hereto. This Agreement shall not in any way release or impair the rights, duties, obligations, guarantees or Liens and security interests created pursuant to the Existing Loan Agreement or any other Loan Document (as defined therein) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the effective date of this Agreement, except as specifically modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, obligations, guarantees, Liens and security interests are hereby assumed, ratified and affirmed by the Obligors. The guarantees, Liens and security granted in favor of the Secured Parties pursuant to the Existing Loan Agreement and any other Loan Document (as defined therein) to which any of the Obligors is a party shall continue without any diminution thereof and shall remain in full force and effect on and after the effectiveness of this Agreement. Without limiting the generality of the foregoing, this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) Security Documents and all of the Commitments (as defined Collateral described herein and therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents to the extent provided herein and in the Existing Credit Agreement) other Security Documents. It is the intent of each Lender the parties hereto that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in not constitute a novation of the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full obligations and each Exiting Lender will cease to be a “Lender” liabilities existing under the Existing Credit Loan Agreement or evidence repayment of any such obligations and liabilities and that this Agreement amends and restates in its entirety the Existing Loan Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with re-evidences the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on obligations of the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan DocumentObligors outstanding thereunder.

Amendment and Restatement. On In order to facilitate the Restatement Effective and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: (a) Simultaneously with the Closing Date, this Agreement the parties hereby agree that the Commitments shall amend and restate the Existing Credit Agreement be as set forth in its entirety, Schedule 2.01 and the rights portion of Loans and obligations of the parties hereto evidenced by other Outstanding Amounts outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders (including the Existing Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements required pursuant to Section 10.06 of the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other consents, documents, or instruments, including any assignment agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01. (b) The Borrower, the Administrative Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (c) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.07, and in any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the other “Prior Loan Documents. Substantially concurrently with the Restatement Effective Date”), (i) all of the Commitments (as defined in indebtedness, liabilities and obligations owing by the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” Borrower under the Existing Credit Agreement and other Prior Loan Documents shall not be a Lender continue as Obligations hereunder and all indebtedness, liabilities and obligations of any Person other than the Borrower under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit AgreementAgreement and other Prior Loan Documents shall continue as obligations of such Person hereunder, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.151056736_7

Amendment and Restatement. On Subject to the Restatement conditions set forth in Article III, on the Effective Date, this upon the consummation of the assignments referred to in Section 1.02, (a) the 1995 ASI Credit Agreement shall amend be amended and restate restated in the Existing form of the Amended and Restated Credit Agreement, (b) the Continuing Loans shall constitute Loans outstanding under, and as defined in, the Amended and Restated Credit Agreement in its entiretyaccordance with the Effective Date Loan Notices (and, for purposes of the Amended and Restated Credit Agreement, the Continuing Lenders shall be deemed to have advanced their respective Continuing Loans under the Amended and Restated Credit Agreement on the Effective Date as though made pursuant to Borrowing Requests delivered thereunder and the Interest Periods to be applicable to such Continuing Loans, as set forth in the Effective Date Loan Notices, will commence on the Effective Date), (c) the interests, rights and obligations of the parties hereto evidenced by the Existing Credit Agreement each Continuing Lender shall be evidenced by this limited to those set forth in the Amended and Restated Credit Agreement and the other Loan Documents. Substantially concurrently with Credit Documents and (d) the Restatement Effective DateCredit Documents (and all interests of any party thereunder, (iincluding all security interests whatsoever) all shall, except as expressly provided herein, continue in full force and effect for the benefit of the Commitments Continuing Lenders, and all references in any thereof to the 1993 Credit Agreement (as defined in the Existing Amended and Restated Credit Agreement) of each Lender that is a party ), the 1995 ASI Credit Agreement or to any such other Credit Documents shall be deemed references to the Existing Amended and Restated Credit Agreement but is not a party or to this Agreement (an “Exiting Lender”) will be terminatedsuch Credit Documents, all outstanding Obligations (as defined in the Existing Credit Agreement) owing amended, restated, supplemented or otherwise modified from time to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Documenttime.

Amendment and Restatement. On the Restatement Amendment Effective Date, this Agreement shall amend amend, restate and restate supersede the Existing Credit Loan Agreement in its entirety, and except as provided in this Section 13.13. On the Amendment Effective Date, the rights and obligations of the parties hereto evidenced by the Existing Credit Loan Agreement shall be evidenced by this Agreement and the other Financing Agreements and the grant of security interest in the Collateral by the relevant Borrowers and Guarantors under the Existing Loan Documents. Substantially concurrently with Agreement and the Restatement Effective Date, (i) all of the Commitments other “Financing Agreements” (as defined in the Existing Credit Loan Agreement) of each Lender that is a party shall continue hereunder but as amended by this Agreement and the other Financing Agreements, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Financing Agreements. All references to the Existing Credit Loan Agreement but is not a party in any Financing Agreement or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement (an and the provisions hereof. As of the Amendment Effective Date, the rights and obligations of the parties under the Existing Loan Agreement shall be subsumed within and be governed by this Agreement. Each of the “Exiting Lender”) will be terminated, all outstanding Obligations Loans” (as defined in the Existing Credit Loan Agreement) owing to advanced by the Exiting existing Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” outstanding under the Existing Credit Loan Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 immediately prior to the effectiveness of this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans continue to be made on Loans hereunder, provided that all interest, fees and expenses owing or accruing under or in respect of the Restatement Existing Loan Agreement through the Amendment Effective Date shall be made calculated as of the Amendment Effective Date (pro rated in accordance with the Commitments set forth case of any fractional periods), and shall be paid on Schedule 2.01the Amendment Effective Date. The parties hereto acknowledge that pursuant As of the Amendment Effective Date, the Letters of Credit under the Existing Loan Agreement shall be deemed to be Letters of Credit issued hereunder, and the Borrowers hereby affirm their respective obligations thereunder. Without limiting the generality of the foregoing and to the extent necessary, the existing lenders, the Lenders and the Working Capital Agent reserve all of their rights under the Existing Credit Loan Agreement and the other “Financing Agreements” (as defined in the Existing Loan Agreement) which by their express terms survive the termination of the Existing Loan Agreement and each of the Guarantors hereby obligates itself again in respect of all such present and future “Obligations” (as defined in the Existing Loan Agreement). Nothing contained herein shall be construed as a novation of the “Obligations” outstanding under and as defined in the Existing Loan Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further which shall remain in full force and effect and WH Group was released from its obligations thereunder and under any other Loan Documenteffect, except as modified hereby.

Amendment and Restatement. (a) On the Restatement Effective Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations of the parties hereto evidenced by Date the Existing Credit Agreement shall be evidenced by amended, restated and superseded in its entirety hereby. The parties hereto acknowledge and agree that (a) this Agreement Agreement, any promissory notes delivered pursuant hereto and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all Documents executed and delivered in connection herewith do not constitute a novation or termination of the Commitments “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement. (b) All indemnification obligations of each Lender that is the Borrowers arising under the Existing Credit Agreement (including any arising from a party breach of the representations thereunder) shall survive this amendment and restatement of the Existing Credit Agreement. (c) The Administrative Agent, at the direction of the Lenders hereunder (which constitute “Required Banks” under the Existing Credit Agreement), hereby waives the requirement pursuant to the Existing Credit Agreement but is not a party that the Borrowers deliver prior notice of their election to this Agreement (an terminate or reduce the “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in Commitments” under the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting . The execution of this Agreement by any Lender will cease to be that is also a “Lender” under the Existing Credit Agreement shall constitute such Person’s consent to the amendments to the Existing Credit Agreement contained herein, including the appointment of ▇▇▇▇▇ Fargo as the Administrative Agent and shall not be a an Issuing Bank. (d) By its execution hereof, each Lender under this Agreement, hereby (iii) each Person listed on Schedule 2.01 consents to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans amendments to be made on executed in connection herewith to the Restatement Effective Date shall be made Loan Documents delivered in accordance connection with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, all as in form and substance approved by the Parent Guaranty AgreementAdministrative Agent, dated as of February 17, 2017, between WH Group and (ii) authorizes and directs the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Documentto enter into such amendments.

Amendment and Restatement. On The parties hereto agree that, on the Restatement Effective Closing Date, this Agreement the following transactions shall amend and restate the Existing Credit Agreement in its entiretybe deemed to occur automatically, and the rights and obligations of the parties hereto evidenced without further action by any party hereto: (a) the Existing Credit Agreement shall be evidenced by deemed to be amended and restated in its entirety pursuant to this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (ib) all of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” obligations under the Existing Credit Agreement and the other loan documents entered into in connection therewith and outstanding on the Closing Date shall not in all respects be a Lender continuing and shall be deemed to be Obligations outstanding hereunder. On the Closing Date, (i) the Borrower shall prepay any loans outstanding under this Agreementthe Existing Credit Agreement to the extent necessary to keep the outstanding Loans ratable with the Revolving Commitments as of the Closing Date, and (ii) each Person listed on Schedule 2.01 to this the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be a Lender under this Agreement with re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on of the Restatement Effective Date Lenders shall be made in accordance with the Commitments as set forth on Schedule 2.01. The parties hereto further acknowledge and agree that pursuant to this Agreement constitutes an amendment and restatement of the Existing Credit Agreement made under and in accordance with the terms of Section 11.01 of the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.. [SIGNATURE PAGES FOLLOW]

Amendment and Restatement. On the Restatement Effective Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations of the (a) The parties hereto evidenced by the Existing Credit Agreement shall be evidenced by acknowledge and agree that (i) this Agreement and the Other Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or repayment (other Loan Documents. Substantially concurrently than with respect to the Restatement Effective Term Loans) and reborrowing of the Advances (as defined in the Second A&R Credit Agreement) and the other Obligations (as defined in the Second A&R Credit Agreement) under the Second A&R Credit Agreement or the Other Documents (as defined in the Second A&R Credit Agreement) as in effect prior to the Closing Date and which remain outstanding as of the Closing Date, (ii) the Obligations (as defined in the Second A&R Credit Agreement but excluding such Obligations (as defined in the Second A&R Credit Agreement) with respect to the Term Loans) under the Second A&R Credit Agreement and the Other Documents (as defined in the Second A&R Credit Agreement) are in all respects continuing (as amended and restated and converted hereby and which are in all respects hereafter subject to the terms herein) and (iii) the Liens and security interests as granted under the Second A&R Credit Agreement and the Other Documents (as defined in the Second A&R Credit Agreement) securing payment of such Obligations (as defined in the Second A&R Credit Agreement) are in all respects continuing and in full force and effect and reaffirmed hereby (in each case, as amended and restated hereby and in all respects hereafter subject to the terms herein). (b) The parties hereto acknowledge and agree that on and after the Closing Date, (i) all references to the Agreement shall be deemed to refer to the Second A&R Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Commitments Second A&R Credit Agreement shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Second A&R Credit Agreement, as amended and restated hereby. [Innovex] 3rd A&R Credit Agreement 151 (c) The parties hereto acknowledge and agree that this amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any Other Document, all terms and conditions of the Second A&R Credit Agreement and the Other Documents (as defined in the Existing Second A&R Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid remain in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under unless otherwise specifically amended hereby or by any other Loan DocumentOther Documents.

Amendment and Restatement. (a) On the Restatement Effective Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced amended, restated and superseded in its entirety by this Agreement Agreement. The parties hereto acknowledge and agree that (i) this Agreement, any Notes delivered pursuant to Section 2.10(e) and the other Loan Documents. Substantially concurrently with the Restatement Effective DateCredit Documents executed and delivered in connection herewith do not constitute a novation, (i) all payment and reborrowing, or termination of the Commitments “Secured Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in immediately effect prior to the Effective Date and (ii) such “Secured Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Security Documents. (b) Notwithstanding the modifications effected by this Agreement of each the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, the Collateral Agent, any Lender or their respective successors arising out of the representations and warranties of the Borrower made (including representations and warranties or deemed made in connection with the making of Loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is a party understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof. (c) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement but is not (including any arising from a party breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement Agreement. (an d) The Continuing Lenders, constituting the “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in Required Lenders” under the Existing Credit Agreement, hereby waive (i) owing the requirement pursuant to Section 2.09(c) of the Exiting Lenders shall be repaid in full and each Exiting Lender will cease Existing Credit Agreement that the Borrower deliver prior notice of its election to be a terminate the “LenderCommitments” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that requirement pursuant to Section 2.11(b) of the Existing Credit Agreement that the Borrower deliver prior notice of its election to prepay all outstanding “Loans” under the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. On (a) It is the Restatement Effective Date, express intent of the parties hereto that this Agreement shall amend is entered into in substitution for, and restate not in payment of, the obligations of the Borrowers under the Existing Credit Agreement and is in its entirety, and the rights and obligations no way intended to constitute a novation of any of the parties hereto Borrowers’ indebtedness which was evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and or any of the other Loan Documents. Substantially concurrently with All “Loans” made and “Secured Obligations” incurred under the Restatement Effective DateExisting Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Secured Obligations under (and shall be governed by the terms of) this Agreement. Without limiting the foregoing, upon the effectiveness hereof: (i) all “Letters of the Commitments Credit” issued (as defined in the Existing Credit Agreementor deemed issued) of each Lender that is a party to under the Existing Credit Agreement but is not a party to which remain outstanding on the Closing Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement Agreement, (an ii) all “Exiting Lender”) will be terminated, all outstanding Obligations Secured Obligations” (as defined in the Existing Credit Agreement) owing to any “Lender Counterparty” under any “Secured Hedge Agreement” in connection with the Exiting Lenders Existing Credit Agreement which are outstanding on the Closing Date shall continue as Secured Obligations under this Agreement and the other Loan Documents and (iii) the “Revolving Loans” under and as defined under the Existing Credit Agreement of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Exiting Lender will cease to be a Departing Lender’s “LenderCommitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender under hereunder. (b) Upon the effectiveness of this Agreement, (ii) on and after the date hereof, each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) reference in any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant other Loan Document to the Existing Credit Agreement (including any reference therein to “the Credit Agreement, the Parent Guaranty ,” “thereunder,” “thereof,” “therein” or words of like import referring thereto) shall mean and be a reference to this Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. (1) On the Restatement Effective Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations date on which all of the parties hereto evidenced conditions set forth in Section 3.2 have been satisfied (or waived in writing by all of the Lenders in accordance with Section 3.3): (a) the Existing Credit Agreement shall be evidenced by and is hereby amended and restated in the form of this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, Agreement; and (ib) all of the Commitments Loans (as that term is defined in the Existing Credit Agreement) including, for certainty, Bankers’ Acceptances, BA Equivalent Advances and Letters of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as such terms are defined in the Existing Credit Agreement) and other amounts outstanding under the Existing Credit Agreement prior to the date hereof shall continue to be outstanding under this Agreement and shall be deemed to be Loans and other Obligations owing by the applicable Borrower to the applicable Lenders under this Agreement; the Lenders hereby agree to take all steps and actions and execute and deliver all agreements, instruments and other documents as may be required by the Agent (including the assignment of interests in, or the purchase of participations in, such outstanding Loans) to give effect to the foregoing and to ensure that the aggregate Obligations owing to each Lender are outstanding in proportion to each Lender’s Rateable Portion of all outstanding Obligations after giving effect to the Exiting foregoing. (c) Notwithstanding the foregoing, it is hereby acknowledged that, on the date hereof, Libor Loans and Bankers’ Acceptances accepted by the Lenders shall be repaid under the Syndicated Facility provided for in full the Existing Credit Agreement and each Exiting having terms to maturity ending on or after the date hereof may be outstanding (collectively, the “Outstanding Libor Loans and BAs”). Notwithstanding any provision of the Existing Credit Agreement or this Agreement, the right, title, benefit and interest of each Lender will cease in or to be any Outstanding Libor Loans and BAs shall remain with reference to each Lender’s pro rata share thereof based on their Syndicated Facility Commitments prior to the amendment and restatement of the Existing Credit Agreement in the form of this Agreement. From time to time, as the Outstanding Libor Loans and Assignor BAs mature and Rollovers and Conversions are made by the Canadian Borrower in respect thereof, each Lender shall participate in the Loans effecting such Rollovers and Conversions to the full extent of its Syndicated Facility Commitment hereunder. (2) Notwithstanding the foregoing or any other term hereof, all of the covenants, representations and warranties on the part of a “Lender” Borrower or the Borrowers under the Existing Credit Agreement and all of the claims and causes of action arising against a Borrower or the Borrowers in connection therewith, in respect of all matters, events, circumstances and obligations arising or existing prior to the date hereof shall continue, survive and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to merged in the execution of this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under or any other Documents or any advance or provision of any Loan Documenthereunder.

Amendment and Restatement. On The parties hereto agree that, on the Restatement Effective Closing Date, this Agreement the following transactions shall amend and restate the Existing Credit Agreement in its entiretybe deemed to occur automatically, and the rights and obligations of the parties hereto evidenced without further action by any party hereto: (a) the Existing Credit Agreement shall be evidenced by deemed to be amended and restated in its entirety pursuant to this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective DateAgreement, (ib) all of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement shall be deemed to be Obligations outstanding hereunder and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall not constitute a novation of such Obligations or any of the rights, duties and obligations of the parties hereunder and (c) all references in the other Credit Documents to the Existing Credit Agreement shall be a Lender under deemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement with constitutes an amendment to the Commitments set forth opposite its name on Schedule 2.01 Existing Credit Agreement made under and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the terms of Section 11.01 of the Existing Facility Agreement. All revolving loans outstanding under the Existing Credit Agreement immediately prior to the Closing Date shall, as of the Closing Date, be deemed to be a borrowing of Revolving Loans in an equivalent amount and with the same Interest Period (to the extent applicable for Eurocurrency Rate Loans) hereunder as of the Closing Date and in connection therewith, the Administrative Agent, the Borrowers and the Lenders hereby acknowledge and agree that the revolving commitments in effect under the Existing Credit Agreement immediately prior to the Closing Date have been reallocated to the Revolving Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to 2.01 and the revolving loans outstanding under the Existing Credit AgreementAgreement immediately prior to the Closing Date have been reallocated as necessary to give effect to the Revolving Commitments, and such reallocations shall be effective on the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group Closing Date and the Administrative Agent was terminated do not require any Assignment and is of no further force and effect and WH Group was released from its obligations thereunder and under Assumption or any other Loan Documentaction of any Person.

Amendment and Restatement. On In order to facilitate the Restatement Effective and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders. (a) Simultaneously with the Closing Date, this Agreement the parties hereby agree that the Commitments shall amend be as set forth in Schedule 2.01A and restate the portion of Loans and other Outstanding Amounts outstanding under the Existing Credit Agreement in its entirety, and the rights and obligations of the parties hereto evidenced by the Existing Revolving Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders (including the Existing Revolving Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements required pursuant to Section 11.06 of the Existing Revolving Credit Agreement. Notwithstanding anything to the contrary in Section 11.06 of the Existing Revolving Credit Agreement or Section 11.06 of this Agreement, no other consents, documents, or instruments, including any assignment agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing Revolving Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01A. (b) The Borrowers, the Administrative Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Revolving Credit Agreement which in any manner govern or evidence any of the Obligations, rights and interests of the Administrative Agent and the Lenders and terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Revolving Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (c) Notwithstanding this amendment and restatement of the Existing Revolving Credit Agreement, including anything in this Section 1.11, and in any related “Loan Documents” (as such term is defined in the Existing Revolving Credit Agreement and referred to herein, individually or collectively, as the other “Prior Loan Documents. Substantially concurrently with the Restatement Effective Date”), (i) all of the Commitments (as defined in indebtedness, liabilities and obligations owing by the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” Borrowers under the Existing Revolving Credit Agreement and other Prior Loan Documents shall not be a Lender continue as Obligations hereunder and all indebtedness, liabilities and obligations of any Person other than the Borrowers under this Agreementthe Existing Revolving Credit Agreement and other Prior Loan Documents shall continue as obligations of such Person hereunder, and (ii) each Person listed on Schedule 2.01 to of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrowers under the Existing Revolving Credit Agreement or any Prior Loan Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Revolving Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Loans owing by the Borrowers and outstanding under the Existing Revolving Credit Agreement shall be a Lender continue as Loans hereunder and shall constitute advances hereunder. Base Rate Loans under the Existing Revolving Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurocurrency Rate Loans outstanding under the Existing Revolving Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Eurocurrency Rate Loans under this Agreement with and accrue interest at the Commitments Eurocurrency Rate hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan shall be as set forth opposite its name on Schedule 2.01 and (iii) in the definition of “Applicable Rate” in Section 1.01, without regard to any Loans to be made on margin applicable thereto under the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant Existing Revolving Credit Agreement prior to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan DocumentClosing Date.

Amendment and Restatement. On Subject to the Restatement conditions set forth in Article III, on the Effective Date, this upon the consummation of the assignments referred to in Section 1.02, (a) the 1993 ASI Credit Agreement shall amend be amended and restate restated in the Existing form of the Amended and Restated Credit Agreement, (b) the Continuing Loans shall constitute Loans outstanding under, and as defined in, the Amended and Restated Credit Agreement in its entiretyaccordance with the Effective Date Loan Notices (and, for purposes of the Amended and Restated Credit Agreement, the Continuing Lenders shall be deemed to have advanced their respective Continuing Loans under the Amended and Restated Credit Agreement on the Effective Date as though made pursuant to Borrowing Requests delivered thereunder), (c) the interests, rights and obligations of the parties hereto evidenced by the Existing Credit Agreement each Continuing Lender shall be evidenced by this limited to those set forth in the Amended and Restated Credit Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, Credit Documents as amended (iif applicable) all of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, Documents Amendment Agreement dated as of February 17the date hereof among Holding, 2017ASI, between WH Group the ASI Subsidiaries and the Administrative Collateral Agent was terminated (the "Credit Documents Amendment") and is (d) certain of no further the Credit Documents (and all interests of any party thereunder, including all security interests whatsoever) shall be amended pursuant to the Credit Documents Amendment as described in Schedule 1.03 and shall continue in full force and effect for the benefit of the Continuing Lenders, and WH Group was released all references in any thereof to the 1993 ASI Credit Agreement or to any such other Credit Documents shall be deemed references to the Amended and Restated Credit Agreement or to such Credit Documents as amended thereby (if applicable), as the Amended and Restated Credit Agreement or such Credit Documents may hereafter be amended, supplemented or otherwise modified from its obligations thereunder and under any other Loan Documenttime to time.

Amendment and Restatement. On This Agreement amends and restates and replaces in its entirety the Restatement Existing Credit Agreement. All rights, benefits, indebtedness, interest, liabilities and obligations of the parties to the Existing Credit Agreement are hereby amended, restated, replaced and superseded, in their entirety, on the terms and provisions set forth herein; provided that all indemnification obligations of the Borrower pursuant to the Existing Credit Agreement shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement. In furtherance of the foregoing, each party hereto acknowledges and agrees that, on and as of the Effective Date, Schedule 1.2 hereto sets forth all the Commitments of all the Lenders (and no Person whose name does not appear on Schedule 1.2 hereto shall have, or shall be deemed to have, a Commitment under this Agreement as of the Effective Date, it being understood and agreed that each such Person, if a Lender (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, shall amend continue to be entitled to the benefits of Sections 2.5, 2.6D, 8.2 and restate 8.3 of the Existing Credit Agreement in its entiretyrespect of Commitments (as defined in the Existing Credit Agreement) existing, and Loans (as defined in the rights and obligations Existing Credit Agreement) made, prior to the Effective Date). The Lenders party hereto, constituting the Requisite Lenders (as defined in the Existing Credit Agreement), hereby waive the notice requirement under Section 2.4B(i) of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and with respect to the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all termination of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document).

Amendment and Restatement. On The parties hereto agree that, on the Restatement Effective Closing Date, this Agreement the following transactions shall amend and restate the Existing Credit Agreement in its entiretybe deemed to occur automatically, and the rights and obligations of the parties hereto evidenced without further action by any party hereto: (i) the Existing Credit Agreement shall be evidenced by deemed to be amended and restated in its entirety pursuant to this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, Agreement; (iii) all of the Commitments Loans (except Term Loans) (as defined in the Existing Credit Agreement) and other Obligations (except any such Obligations relating to the Term Loans) (as defined in the Existing Credit Agreement) outstanding on the Closing Date immediately prior to effectiveness of this Agreement shall in all respects be continuing and shall be deemed to be Loans and Obligations outstanding hereunder on the terms set forth herein; (iii) the Term Loans (as defined in the Existing Credit Agreement) and any Obligations related thereto shall be repaid in full on the Closing Date, (iv) the guarantees made to the lender and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed and (v) the Obligations (as defined in the Existing Credit Agreement) held by lenders party to the Existing Credit Agreement that are not Lenders hereunder as of the Closing Date shall be repaid and their related commitments shall be terminated. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.01 of the Existing Credit Agreement. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lender under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. Without limitation of the foregoing and notwithstanding anything to the contrary contained herein, each Lender that is a party to the Existing Credit Agreement but is not a party immediately prior to the effectiveness of this Agreement (an “Exiting Lender”) will be terminatedhereby waives all claims that it has to recover any loss, all outstanding Obligations (as defined in cost or expense pursuant to Section 3.05 of the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Agreement that were incurred by such Lender will cease to be as a “Lender” result of any borrowing, repayment or reallocation of outstanding Loans under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed occurring on Schedule 2.01 to the date of this Agreement shall be a Lender under this Agreement in connection with the Commitments set forth opposite its name on Schedule 2.01 amendment and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to restatement of the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. On In order to facilitate the Restatement Effective and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders: (a) Simultaneously with the Closing Date, this Agreement the parties hereby agree that the Commitments shall amend and restate the Existing Credit Agreement be as set forth in its entirety, Schedule 2.01 and the rights portion of Loans and obligations of the parties hereto evidenced by other Outstanding Amounts outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders (including the Existing Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements required pursuant to Section 11.07 of the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 11.07 of the Existing Credit Agreement or Section 11.07 of this Agreement, no other consents, documents, or instruments, including any assignment agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01. (b) The Borrowers, the Administrative Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (c) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.11, and in any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the other “Prior Loan Documents. Substantially concurrently with the Restatement Effective Date”), (i) all of the Commitments (as defined in indebtedness, liabilities and obligations owing by the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” Borrowers under the Existing Credit Agreement and other Prior Loan Documents shall not be a Lender continue as Obligations hereunder and all indebtedness, liabilities and obligations of any Person other than the Borrowers or ▇▇▇▇▇▇▇ Corporation under this Agreementthe Existing Credit Agreement and other Prior Loan Documents shall continue as obligations of such Person hereunder, and (ii) each Person listed on Schedule 2.01 to of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the BorrowerBorrowers under the Existing Credit Agreement or any Prior Loan Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Loans owing by the Borrowers and outstanding under the Existing Credit Agreement shall be a Lender continue as Loans hereunder and shall constitute advances hereunder. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurocurrency Rate Loans outstanding under the Existing Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Eurocurrency Rate Loans under this Agreement with and accrue interest at the Commitments Eurocurrency Rate hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan shall be as set forth opposite its name on Schedule 2.01 and (iii) in the definition of “Applicable Rate” in Section 1.01, without regard to any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to margin applicable thereto under the Existing Credit Agreement, Agreement prior to the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan DocumentClosing Date.

Amendment and Restatement. On In order to facilitate the Restatement Effective and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders: (a) Simultaneously with the Closing Date, this Agreement the parties hereby agree that the Commitments shall amend and restate the Existing Credit Agreement be as set forth in its entirety, Schedule 2.01 and the rights portion of Loans and obligations of the parties hereto evidenced by other Outstanding Amounts outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders (including the Existing Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements required pursuant to Section 11.07 of the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 11.07 of the Existing Credit Agreement or Section 11.07 of this Agreement, no other consents, documents, or instruments, including any assignment agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01. (b) The Borrowers, the Administrative Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (c) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.11, and in any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the other “Prior Loan Documents. Substantially concurrently with the Restatement Effective Date”), (i) all of the Commitments (as defined in indebtedness, liabilities and obligations owing by the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” Borrowers under the Existing Credit Agreement and other Prior Loan Documents shall not be a Lender continue as Obligations hereunder and all indebtedness, liabilities and obligations of any Person other than the Borrowers or ▇▇▇▇▇▇▇ Corporation under this Agreementthe Existing Credit Agreement and other Prior Loan Documents shall continue as obligations of such Person hereunder, and (ii) each Person listed on Schedule 2.01 to of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Prior Loan Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Loans owing by the Borrowers and outstanding under the Existing Credit Agreement shall be a Lender continue as Loans hereunder and shall constitute advances hereunder. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurocurrency Rate Loans outstanding under the Existing Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Eurocurrency Rate Loans under this Agreement with and accrue interest at the Commitments Eurocurrency Rate hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan shall be as set forth opposite its name on Schedule 2.01 and (iii) in the definition of “Applicable Rate” in Section 1.01, without regard to any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to margin applicable thereto under the Existing Credit Agreement, Agreement prior to the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan DocumentClosing Date.

Amendment and Restatement. On This Agreement amends and restates in its entirety the Restatement Effective DateExisting Loan Agreement effective as of the date hereof. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations not serve to effect a novation of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all of the Commitments “Obligations” (as defined in the Existing Credit Loan Agreement) ). Instead, it is the express intention of each Lender that the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Existing Loan Agreement which is a party secured by the Collateral pursuant to the terms of the Loan Documents, as reaffirmed by the reaffirmations required hereunder. Each of the Borrower and the other Loan Parties acknowledges and confirms (x) that the liens and security interests granted pursuant to the Loan Documents secure the applicable indebtedness, liabilities and obligations of the Loan Parties to the Agent and the Lenders under the Existing Credit Loan Agreement, as amended and restated by this Agreement, (y) the Loan Documents shall continue in full force and effect in accordance with their terms unless otherwise amended by the parties thereto, and (z) that the term “Obligations” as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Loan Parties to the Agent and the Lenders) includes, without limitation, the indebtedness, liabilities and obligations of the Loan Parties under this Agreement but is not and any notes delivered hereunder, and under the Existing Loan Agreement, as amended and restated hereby, as the same may be further amended, modified, supplemented and/or restated from time to time. The Loan Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Agreement. Each reference to the “Loan and Security Agreement” in any Loan Document shall mean and be a party reference to this Agreement (an “Exiting Lender”) will be terminatedas further amended, all outstanding Obligations (as defined restated, supplemented or otherwise modified from time to time). Cross-references in the Loan Documents to particular section numbers in the Existing Credit Agreement) owing Loan Agreement shall be deemed to be cross-references to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under corresponding sections, as applicable, of this Agreement. Upon the Existing Credit Agreement and shall not be a Lender under effectiveness of this Agreement, (ii) each Person listed and on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on after the Restatement Effective Date shall be made Date, each reference in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant Existing Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under Loan Agreement in any other related document, including any Loan DocumentDocument as amended hereby, shall mean and be a reference to this Agreement.

Amendment and Restatement. On This Guarantee is an amendment and restatement of that certain Guarantee Agreement dated November 28, 2006, by each of the Restatement Effective Date, this Agreement shall amend and restate Subsidiaries of the Existing Borrower party thereto in favor of the Administrative Agent under that certain Credit Agreement in its entiretydated November 28, 2006, by and among the Borrower, the Administrative Agent, Bank of America, N.A., as Syndication Agent for the revolving loans thereunder and the rights lenders party thereto. END OF TEXT EXHIBIT 1.01B FORM OF PROMISSORY NOTE Exhibit 1.01B-1 Exhibit 1.01B AMENDED AND RESTATED REVOLVING PROMISSORY NOTE $ November ___, 2009 FOR VALUE RECEIVED, the undersigned, SERVICE CORPORATION INTERNATIONAL, a Texas corporation, the Borrower under that certain Amended and obligations Restated Revolving Credit Agreement dated as of November ___, 2009 (as may be amended or otherwise modified from time to time, the parties hereto evidenced “Credit Agreement”) among the Borrower, the Lenders named therein and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, HEREBY PROMISES TO PAY to the order of (“Lender”), the amount as may be advanced from time to time under the Credit Agreement by the Existing Credit Agreement Lender in accordance with such Lender’s Commitment outstanding from time to time. All capitalized terms used herein and not otherwise defined shall be evidenced by this Agreement and have the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all of the Commitments (meanings as defined in the Existing Credit Agreement) . The Borrower promises to pay interest on the unpaid principal amount of each Lender that is a party this Note outstanding from time to time from the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in date hereof until the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid principal amount hereof has been paid in full and each Exiting Lender will cease to be a “Lender” under the Existing Commitments are terminated, at the place and at such times and at such interest rates as are specified in the Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement . Payments made by the Borrower in respect of the amounts due hereunder shall be a allocated to the Lender under this Agreement with by the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made Administrative Agent on the Restatement Effective Date shall be made terms specified in accordance with the Commitments set forth on Schedule 2.01Credit Agreement. The parties hereto acknowledge that pursuant This Note is one of the Notes in respect of the Revolving Loans referred to in, and this Note and all provisions herein are entitled to the Existing benefits of, the Credit Agreement, which such Notes amend and restate in their entirety those certain revolving promissory notes executed in connection with that certain Credit Agreement dated November 28, 2006, by and among the Parent Guaranty Borrower, the Administrative Agent, Bank of America, N.A., as Syndication Agent for the revolving loans thereunder and the lenders party thereto. The Credit Agreement, dated as among other things, (a) provides for the making of February 17Revolving Loans by the Lender and other Lenders to the Borrower from time to time, 2017and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events, between WH Group for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified, and for limitations on the amount of interest paid such that no provision of the Credit Agreement or this Note shall require the payment or permit the collection of interest in excess of the Maximum Rate. The Borrower and any and all endorsers, guarantors and sureties severally waive grace (except to the extent expressly provided in the Credit Agreement), demand, presentment for payment, notice of dishonor or default, acceleration, intent to accelerate, protest and notice of protest and diligence in collecting and bringing of suit against any party hereto, and agree to all renewals, extensions or partial payments hereon and to any release or substitution of security herefor, in whole or in part, with or without notice, before or after maturity. This Note shall be governed by and construed under the laws of the State of Texas and the Administrative Agent was terminated and is applicable laws of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.the United States of America. Credit Agreement Exhibit 1.01B

Amendment and Restatement. On It is the Restatement Effective Date, this Agreement shall amend and restate intention of each of the parties hereto that the Existing Credit Agreement in its entirety, be amended and restated so as to preserve the rights perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement and that all Indebtedness and Obligations and Guarantee of Borrower and its Subsidiaries hereunder and thereunder shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreements. The parties hereto evidenced further acknowledge and agree that this Agreement constitutes an amendment of the Existing Credit Agreement made under and in accordance with the terms of subsection 9.02 of the Existing Credit Agreement. In addition, unless specifically amended hereby, each of the Loan Documents, the Exhibits and Schedules to the Existing Credit Agreement shall continue in full force and effect and that, from and after the Third Amendment Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement, the definition of any term defined in any Loan Document by reference to the terms defined in the Existing Credit Agreement shall be evidenced amended to be defined by this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party reference to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined term in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) as the same may be amended, restated, modified or supplemented and in effect from time to time. Furthermore, each Person listed on Schedule 2.01 reference, whether direct or indirect, in each Loan Document to this Agreement “Obligations” shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) deemed to include any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that indebtedness or obligations incurred, or loans made, pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan DocumentThird Amendment.

Amendment and Restatement. On the Restatement Effective Closing Date, this Agreement shall amend amend, restate and restate supersede the Existing Credit Agreement in its entirety, and except as provided in this Section 1.101.09 (it being understood that this Agreement is not intended by the parties to be a novation of the Loan Documents (as defined in the Existing Credit Agreement) or the credit facilities under the Existing Credit Agreement). On the Closing Date, the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party All references to the Existing Credit Agreement but is not a party in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Agents reserve all of their rights under the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (an “Exiting Lender”) will pro-rated in the case of any fractional periods), and shall be terminatedpaid on the Closing Date; provided, that, all outstanding Obligations (as defined in the Existing Credit Agreement) owing outstanding on the Closing Date that are not repaid on the Closing Date immediately prior to or simultaneously with the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to effectiveness of this Agreement shall in all respects be a Lender under this Agreement with continuing and shall be deemed to be Obligations outstanding hereunder on the Commitments terms set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made herein. Commencing on the Restatement Effective Date Closing Date, all fees hereunder shall be made payable by the Borrowers to the Agents for the account of the Lenders in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit this Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. On (1) This Agreement amends and restates the Restatement Effective Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations provisions of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be considered a Lender novation thereof. This Agreement shall supersede the Existing Credit Agreement insofar as it constitutes the entire agreement between the parties concerning the subject matter of this Agreement. With respect to (i) any date or time period occurring and ending prior to the Closing Date, the rights and obligations of the Parties hereto and party to the Existing Credit Agreement shall be governed by the Existing Credit Agreement (including, the exhibits and schedules thereto) and the other Loan Documents (as defined therein), which for such purposes shall remain in full force and effect; and (ii) any date or time period occurring or ending on or after the Closing Date, the rights and obligations of the Parties hereto shall be governed by this Agreement (including, the Schedules hereto) and the other Loan Documents (as defined herein). Any provision hereof which differs from or is inconsistent with a provision of the Existing Credit Agreement constitutes an amendment to the Existing Credit Agreement with each such amendment being effective as and from the Closing Date. This Agreement will not discharge or constitute a novation of any debt, obligation, covenant or agreement contained in the Existing Credit Agreement or in any Security or other Loan Documents, agreements, certificates and other documents executed and delivered by or on behalf of the parties thereto in respect thereof or in connection therewith, but same shall remain in full force and effect save to the extent same are amended and restated by the provisions of this Agreement and are hereby ratified and confirmed in all respects. For greater certainty, all Existing Advances under the Revolving Credit provided for in the Existing Credit Agreement shall be deemed to be Advances under the Revolving Credit provided for under this Agreement and all Existing Advances under the Term Credit provided for in the Existing Credit Agreement shall be deemed to be Advances under the Term Credit provided for under this Agreement provided that, for greater certainty, all interest rates, fees and commissions applicable to any Existing Advances by way of B/As or B/A Equivalent Loans shall be determined in accordance with pricing set out in the Existing Credit Agreement until such time as such Existing Advances are converted, repaid, renewed or rolled over under this Agreement, (ii) each Person listed on Schedule 2.01 to as applicable. All representations and warranties set out in this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be are freshly made on the Restatement Effective Date date hereof, but nothing herein shall be made release or otherwise affect the liability of the Borrowers or the Guarantors in accordance connection with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge representations and warranties provided by them in the Existing Credit Agreement. (2) Each Obligor hereby represents, warrants, acknowledges and agrees with the Agent that all Security and other Loan Documents executed and delivered by it to the Agent prior to the date of this Agreement, including, without limitation, the Guarantee Agreements dated November 7, 2012 (the “Existing Guarantees”) entered into between each of the Obligors and the Agent pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further continues in full force and effect and WH Group remains valid and enforceable in accordance with its terms, save to the extent same are amended by the provisions of this Agreement and are hereby ratified and confirmed. (3) Furthermore, each Obligor (who was released from its obligations thereunder a party to the Existing Credit Agreement) hereby confirms, acknowledges and under any other Loan Document.agrees that on and after the Closing Date (a) the Existing

Amendment and Restatement. (a) On the Restatement Effective Closing Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (i) this Agreement Agreement, any Notes delivered pursuant to Section 3.1 and the other Loan Documents. Substantially concurrently with the Restatement Effective DateDocuments executed and delivered in connection herewith do not constitute a novation, (i) all payment and reborrowing, or termination of the Commitments “Obligations” (as defined in the Existing Credit Agreement) of each Lender that is a party to under the Existing Credit Agreement but is as in effect prior to the Closing Date; (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the collateral documents securing payment of such “Obligations” have been terminated and do not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding secure the payment of the Obligations (as defined in this Agreement); and (iv) upon the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full effectiveness of this Agreement all loans and each Exiting Lender will cease to be a “Lender” letters of credit outstanding under the Existing Credit Agreement immediately before the effectiveness of this Agreement will be part of the Loans and shall not be a Lender under Letters of Credit hereunder on the terms and conditions set forth in this Agreement, . (iib) each Person listed on Schedule 2.01 to Notwithstanding the modifications effected by this Agreement shall be a Lender under this Agreement with of the Commitments set forth opposite its name on Schedule 2.01 representations, warranties and (iii) any Loans to be made on covenants of the Restatement Effective Date shall be made Company contained in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Company acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Company contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement to the extent specifically provided in the Existing Credit Agreement and without extending any applicable statute of limitations; provided, however, that it is understood and agreed that the Company’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Section 2 hereof. (c) All indemnification obligations of the Company pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement. (d) On and after the Closing Date, (i) each reference in the Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or similar words referring to the Credit Agreement shall mean and be a reference to this Agreement and (ii) each reference in the Loan Documents to a “Note” shall mean and be a Note as defined in this Agreement. The parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above. By: LECG Corporation Sole Managing Member of LECG, LLC By: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chief Financial Officer LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, as Issuing Lender and as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇ Title: First Vice President as Syndication Agent and a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇ Title: Vice President U. S. BANK NATIONAL ASSOCIATION, as Co- Documentation Agent and a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President KEY BANK N. A., as Co-Documentation Agent and a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President ▇▇▇▇▇ FARGO BANK , N.A., as Co-Documentation Agent and a Lender By: /s/ Nuzha Bukhari Title: Vice President THE NORTHERN TRUST COMPANY, as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇ Title: Vice President LaSalle Bank National Association $ 26,000,000 * 26.0 % Bank of America, N.A. $ 26,000,000 26.0 % U. S. Bank National Association $ 14,000,000 14.0 % KeyBank National Association $ 12,000,000 12.0 % ▇▇▇▇▇ Fargo Bank, N.A. $ 12,000,000 12.0 % The Northern Trust Company $ 10,000,000 10.0 % TOTALS $ 100,000,000 100 % * Includes Swing Line Commitment Amount of $10,000,000. c/o LECG Corporation ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq. Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and a Lender ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ BANK OF AMERICA, N.A., as Syndication Agent and a Lender ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ San Francisco, California 94104 Attention: ▇▇▇▇▇ Leimsleder Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agent and a Lender CLS-West Complex Credits Department ▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ Mail Code PD-OR-P7LN ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ National Corporate Banking West ▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ Mail Code PD-OR-P4CB ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ KEYBANK NATIONAL ASSOCIATION., as Co-Documentation Agent and a Lender Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇ FARGO BANK, N.A., as Co-Documentation Agent and a Lender Attention: ▇▇▇▇ ▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Nuzha Bukhari Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ THE NORTHERN TRUST COMPANY, as a Lender Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ $ Chicago, Illinois The undersigned, for value received, promises to pay to the order of (the “Lender”) at the principal office of LaSalle Bank National Association (the “Administrative Agent”) in Chicago, Illinois the aggregate unpaid amount of all Loans made to the undersigned by the Lender pursuant to the Credit Agreement referred to below (as shown on the schedule attached hereto (and any continuation thereof) or in the records of the Lender), such principal amount to be payable on the dates set forth in the Credit Agreement. The undersigned further promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such Loan is paid in full, payable at the rate(s) and at the time(s) set forth in the Credit Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America. This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Second Amended and Restated Credit Agreement, dated as of February 17December 15, 20172006 (as amended, between WH Group restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms not otherwise defined herein are used herein as defined in the Credit Agreement), among the undersigned, certain financial institutions (including the Lender) and the Administrative Agent, to which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated. This Note is made under and governed by the laws of the State of Illinois applicable to contracts made and to be performed entirely within such State. By: Title: To: LaSalle Bank National Association, as Administrative Agent was terminated Please refer to the Second Amended and is Restated Credit Agreement dated as of no further force December 15, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among LECG, LLC (the “Company”), various financial institutions and effect and WH Group was released from its obligations thereunder and under any other Loan DocumentLaSalle Bank National Association, as Administrative Agent. Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement.

Amendment and Restatement. On The parties hereto agree that, on the Restatement Effective Closing Date, this Agreement the following transactions shall amend and restate the Existing Credit Agreement in its entiretybe deemed to occur automatically, and the rights and obligations of the parties hereto evidenced without further action by any party hereto: (a) the Existing Credit Agreement shall be evidenced by deemed to be amended and restated in its entirety pursuant to this Agreement, (b) the Collateral Documents (as defined in the Existing Credit Agreement and giving effect to any amendments thereto) and the Liens created thereunder in favor of Regions Bank as the Collateral Agent and/or the Administrative Agent and securing the Obligations (as defined in the Existing Credit Agreement), shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed, (c) all Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement shall be deemed to be Obligations outstanding hereunder and this Agreement shall not constitute a novation of such Obligations or any of the rights, duties and obligations of the parties hereunder and (d) all references in the other Credit Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.4 of the Existing Credit Agreement. All Revolving Loans (as defined in the Existing Credit Agreement) and Swingline Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement immediately prior to the Closing Date shall, as of the Closing Date, be deemed to be a borrowing of Revolving Loans and Swingline Loans, respectively, in an equivalent amount and with the same Interest Period (to the extent applicable for Adjusted LIBOR Rate Loans) hereunder as of the Closing Date and in connection therewith, the Administrative Agent, the Borrower and the other Loan Documents. Substantially concurrently with Lenders hereby acknowledge and agree that the Restatement Effective Date, (i) all of the Revolving Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party to in effect under the Existing Credit Agreement but is not a party immediately prior to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations the Closing Date have been reallocated to the Revolving Commitments set forth on Appendix A and the Revolving Loans (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” outstanding under the Existing Credit Agreement immediately prior to the Closing Date have been reallocated as necessary to give effect to the Revolving Commitments, and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement such reallocations shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made effective on the Restatement Effective Closing Date shall be made and do not require any Assignment and Assumption or any other action of any Person. [END] Regions Bank $ 34,782,608.69 21.739130431 % $ 15,217,391.31 21.739130443 % PNC Bank, National Association $ 27,826,086.96 17.391304350 % $ 12,173,913.04 17.391304343 % Silicon Valley Bank $ 20,869,565.22 13.043478262 % $ 9,130,434.78 13.043478257 % ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank $ 17,391,304.35 10.869565219 % $ 7,608,695.65 10.869565214 % Trustmark National Bank $ 17,391,304.35 10.869565219 % $ 7,608,695.65 10.869565214 % Synovus Bank $ 17,391,304.35 10.869565219 % $ 7,608,695.65 10.869565214 % Bank of America, N.A. $ 13,913,043.48 8.695652175 % $ 6,086,956.52 8.695652172 % ▇▇▇▇▇▇ Bank $ 10,434,782.60 6.521739125 % $ 4,565,217.40 6.521739143 % Date: _________, 20__ To: Regions Bank, as Administrative Agent Re: Amended and Restated Credit Agreement dated as of June 16, 2020 (as amended, restated, increased, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Computer Programs and Systems, Inc., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower from time to time party thereto, as Guarantors, the Lenders from time to time party thereto and Regions Bank, as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in accordance with the Commitments set forth on Schedule 2.01Credit Agreement. The parties hereto acknowledge that pursuant Ladies and Gentlemen: Pursuant to Section 2.8 of the Existing Credit Agreement, the Parent Guaranty Agreementundersigned hereby requests (select one): ☐ A conversion or continuation of Revolving Loans ☐ A conversion or continuation of Term Loans ☐ A conversion or continuation of Swingline Loans 1. On _______________, dated as 20__ (which is a Business Day). 2. In the amount of February 17, 2017, between WH Group and the Administrative Agent was terminated and is $__________. 3. Comprised of no further force and effect and WH Group was released from its obligations thereunder and under any other ______________ (Type of Loan Documentrequested). 4. For Term SOFR Loans: with an Interest Period of __________ month[s].

Amendment and Restatement. On the Restatement Effective Date, this This Agreement shall amend amends and restate the Existing Credit Agreement restates in its entirety, and entirety the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Initial Loan Agreement. This Agreement and the other Loan DocumentsDocuments govern the present relationship between the Obligors, Agent and Lenders. Substantially concurrently This Agreement, however, is in no way intended, nor shall it be construed, to affect, replace, impair or extinguish the creation, attachment, perfection or priority of the security interests in, and other Liens on, the Collateral, which security interests and other Liens each of the Obligors, by this Agreement, acknowledges, reaffirms and confirms to Agent and Lenders. In addition, except as otherwise provided herein, all monetary obligations and liabilities and indebtedness created or existing under, pursuant to, or as a result of, the Initial Loan Agreement, other than Excluded Swap Obligations (the “Initial -107- Loan Agreement Obligations”) shall continue in existence within the definition of “Obligations” under this Agreement, which obligations, liabilities and indebtedness the Obligors, by this Agreement, acknowledge, reaffirm and confirm. The Obligors agree that any outstanding commitment or other obligation to make advances or otherwise extend credit or credit support to any Obligor pursuant to the Initial Loan Agreement is superseded by, and renewed and consolidated under, this Agreement. The Obligors represent and warrant that none of them have assigned or otherwise transferred any rights arising under the Initial Loan Agreement. To the extent not amended and restated as of the Closing Date, the Loan Documents executed in connection with the Restatement Effective Initial Loan Agreement and in effect prior to the Closing Date (the “Existing Loan Documents”) shall continue in full force and effect, are hereby ratified, reaffirmed and confirmed in all respects, and shall, for the avoidance of doubt, constitute “Loan Documents” under this Agreement. The terms of the Loan Documents that correspond to the Existing Loan Documents that have been amended and restated as of the Closing Date shall govern for any period occurring on or after the Closing Date, and the terms of such Existing Loan Documents prior to their amendment and restatement shall govern for any period beginning before the Closing Date and ending on the day immediately preceding the Closing Date. In furtherance of the foregoing, (i) all each reference in any Loan Document to the “Loan Agreement”, any other Loan Document that is being amended and restated as of the Commitments Closing Date, “thereunder”, “thereof” or words of like import, is hereby amended, mutatis mutandis, as applicable in the context, to be a reference to, and shall thereafter mean, this Agreement or such other amended and restated Loan Document, as applicable in the context (as each may be amended, modified or supplemented and in effect from time to time) and (ii) the definition of any term defined in any Loan Document by reference to the terms defined in the Existing Credit “Loan Agreement) of each Lender ” or any other Loan Document that is a party being amended and restated as of the Closing Date is hereby amended to be defined by reference to the Existing Credit defined term in this Agreement but or such other amended and restated Loan Document, as applicable (as each may be amended, modified or supplemented and in effect from time to time). It is not a party acknowledged and agreed that this Agreement is an “ABL Agreement” for all purposes under the Intercreditor Agreement, and, as of the date hereof, is the only “ABL Agreement” in existence for purposes of the Intercreditor Agreement, and the Agent is the “ABL Representative” for all purposes under the Intercreditor Agreement. In order to induce Lenders to enter into this Agreement on the Closing Date, each Obligor hereby represents, warrants and covenants to Lenders that it has determined that each Obligor will benefit specifically and materially from the amendment and restatement of the Initial Loan Agreement pursuant to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in on the Existing Credit Agreement) owing to Closing Date and that each Obligor requested and bargained for the Exiting Lenders shall be repaid in full structure and each Exiting Lender will cease to be a “Lender” under terms of and security for the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to Loans contemplated by this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01Closing Date. The parties hereto acknowledge that pursuant to the Existing Credit AgreementRelease. EACH OBLIGOR HEREBY ACKNOWLEDGES THAT AS OF THE DATE HEREOF IT HAS NO DEFENSE, the Parent Guaranty AgreementCOUNTERCLAIM, dated as of February 17OFFSET, 2017CROSS COMPLAINT, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE “OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM ANY LENDER. EACH OBLIGOR HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES AGENT AND EACH LENDER AND THEIR RESPECTIVE PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM

Amendment and Restatement. On This Agreement amends and restates in its entirety the Restatement Effective Date, this Agreement shall amend and restate terms set forth in both the Existing Revolving Credit Agreement in its entirety, and the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Existing Term Loan DocumentsAgreement. Substantially concurrently with Borrower (a) acknowledges and agrees that the Restatement Effective Date, (i) all of the Commitments “Obligations” (as defined in the Existing Revolving Credit Agreement) of each Lender that is a party to and the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations Obligations” (as defined in the Existing Term Loan Agreement) are owing to Administrative Agent and the Lenders; (b) reaffirms all of the “Obligations” (as defined in the Existing Revolving Credit Agreement) and the “Obligations” (as defined in the Existing Term Loan Agreement) owing to any of Administrative Agent or the Exiting Lenders shall be repaid in full Lenders; (c) acknowledges and each Exiting Lender will cease to be a “Lender” agrees that this Agreement does not extinguish the obligations for the payment of money outstanding either under the Existing Revolving Credit Agreement and shall not be a Lender under this or the Existing Term Loan Agreement, or discharge or release any such obligations; (iid) each Person listed on Schedule 2.01 to acknowledges and agrees that nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Revolving Credit Agreement or the Existing Term Loan Agreement, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith; and (e) acknowledges and agrees that nothing expressed or implied in this Agreement shall be construed as a Lender release or other discharge of Borrower from any of its obligations or liabilities under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Revolving Credit Agreement, Agreement or the Parent Guaranty Agreement, dated as Existing Term Loan Agreement or any of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Documentloan documents executed in connection therewith.

Amendment and Restatement. On the Restatement Effective Date, this This Agreement shall amend amends and restate restates the Existing Credit Agreement in its entirety, and the rights and obligations as of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding . All Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” outstanding under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender constitute Obligations under this Agreement and, without limiting the foregoing, the Revolving Loans, Swingline Loans and Letters of Credit (each under and as defined in the Existing Agreement) shall be Revolving Loans, Swingline Loans and Letters of Credit, respectively, under this Agreement (with an Interest Period ending on the same day as the last day of the “Interest Period” if any, under the Existing Agreement and related thereto), and each Lender shall have the Commitments with respect thereto as stated in this Agreement. The Lenders acknowledge and agree that such transfer of rights and interests under the Loan Documents shall take place among the Lenders as of the Effective Date to give effect to the Commitments set forth opposite its name on Schedule 2.01 herein such that each Lender holds each Loan and (iii) any Loans to be made on has a participation in the Restatement Effective Date shall be made LC Exposure and Swingline Exposure in accordance with its Commitments hereunder. The Lenders and any Existing Lender which will not continue as a Lender hereunder (an “Exiting Lender”) will make such payments among themselves as directed by the Administrative Agent to give effect to the Commitments set forth on Schedule 2.01hereunder; provided that the Borrowers shall be liable for any breakage costs under Section 2.16 in connection therewith. The parties hereto acknowledge that pursuant Nothing herein shall be interpreted to constitute a novation or satisfaction of the Obligations (as defined in the Existing Credit Agreement), the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated Obligations hereunder shall be deemed a continuation thereof and is of no further force shall be entitled to the same collateral with the same priority as the Obligations under and effect and WH Group was released from its obligations thereunder and under any other Loan Documentas defined in the Existing Credit Agreement.

Amendment and Restatement. On The parties hereto agree that, on the Restatement Effective Closing Date, this Agreement the following transactions shall amend and restate the Existing Credit Agreement in its entiretybe deemed to occur automatically, and the rights and obligations of the parties hereto evidenced without further action by any party hereto: (a) the Existing Credit Agreement shall be evidenced by deemed to be amended and restated in its entirety pursuant to this Agreement, (b) the Collateral Documents (as defined in the Existing Credit Agreement and giving effect to any amendments thereto) and the Liens created thereunder in favor of Regions Bank as the Collateral Agent and/or the Administrative Agent and securing the Obligations (as defined in the Existing Credit Agreement), shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed, (c) all Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement shall be deemed to be Obligations outstanding hereunder and this Agreement shall not constitute a novation of such Obligations or any of the rights, duties and obligations of the parties hereunder and (d) all references in the other Credit Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.4 of the Existing Credit Agreement. All Revolving Loans (as defined in the Existing Credit Agreement) and Swingline Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement immediately prior to the Closing Date shall, as of the Closing Date, be deemed to be a borrowing of Revolving Loans and Swingline Loans, respectively, in an equivalent amount and with the same Interest Period (to the extent applicable for Adjusted LIBOR Rate Loans) hereunder as of the Closing Date and in connection therewith, the Administrative Agent, the Borrower and the other Loan Documents. Substantially concurrently with Lenders hereby acknowledge and agree that the Restatement Effective Date, (i) all of the Revolving Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party to in effect under the Existing Credit Agreement but is not a party immediately prior to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations the Closing Date have been reallocated to the Revolving Commitments set forth on Appendix A and the Revolving Loans (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” outstanding under the Existing Credit Agreement immediately prior to the Closing Date have been reallocated as necessary to give effect to the Revolving Commitments, and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement such reallocations shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made effective on the Restatement Effective Closing Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated do not require any Assignment and is of no further force and effect and WH Group was released from its obligations thereunder and under Assumption or any other Loan Documentaction of any Person.

Amendment and Restatement. On The parties hereto agree that, on the Restatement Effective Date, this Agreement the following transactions shall amend and restate the Existing Credit Agreement in its entiretybe deemed to occur automatically, and the rights and obligations of the parties hereto evidenced without further action by any party hereto: (a) the Existing Credit Agreement shall be evidenced by deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Effective Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the other Loan Documents. Substantially concurrently guarantees made to the holders of the obligations pursuant to the loan documents entered into in connection with the Restatement Existing Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; and (d) the security interests and liens granted in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed. On the Effective Date, (i) all the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Effective Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.1A (and, as defined in of the Effective Date, each Lender’s portion of (A) any outstanding Domestic Revolving Loans shall be equal to its Applicable Domestic Revolving Percentage of the outstanding amount of such Domestic Revolving Loans, and (B) any outstanding Global Revolving Loans shall be equal to its Applicable Global Revolving Percentage of the outstanding amount of such Global Revolving Loans), (ii) each Existing FCI issued by an FCI Issuing Lender under the Existing Credit Agreement shall be deemed for all purposes of this Agreement to constitute an FCI issued by such FCI Issuing Lender pursuant hereto for the applicable Borrower (and such Borrower, whether or not it is the Borrower for which such Existing FCI was originally issued under the Existing Credit Agreement, shall be obligated and liable in respect of such Existing FCI under the terms and conditions of this Agreement as if such Existing FCI had been originally issued at its request under this Agreement) and the FCI Issuing Commitment of each such FCI Issuing Lender that is under this Agreement shall be deemed utilized in an amount equal to the Dollar Equivalent of all Existing FCIs issued by it and determined as of the Effective Date, subject to any subsequent determinations of such Dollar Equivalent pursuant to Section 2.6(l), and (iii) any Lender may exchange, continue or rollover all or the portion of its credit extensions under the Existing Credit Agreement in connection with the entering into of this Agreement pursuant to a party cashless settlement mechanism approved by the Parent Borrower, the Administrative Agent, the Foreign Trade Facility Agent and such Lender. This Agreement constitutes an amendment to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined made under and in accordance with the terms of Section 9.2 of the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. On the Restatement Effective Closing Date, this Agreement shall amend amend, restate and restate supersede the Existing Credit Agreement in its entirety, and except as provided in this Section 1.10 (it being understood that this Agreement is not intended by the parties to be a novation of the Loan Documents (as defined in the Existing Credit Agreement) or the credit facilities under the Existing Credit Agreement). On the Closing Date, the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party All references to the Existing Credit Agreement but is not a party in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Agents reserve all of their rights under the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (an “Exiting Lender”) will pro-rated in the case of any fractional periods), and shall be terminatedpaid on the Closing Date; provided, that, all outstanding Obligations (as defined in the Existing Credit Agreement) owing outstanding on the Closing Date that are not repaid on the Closing Date immediately prior to or simultaneously with the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to effectiveness of this Agreement shall in all respects be a Lender under this Agreement with continuing and shall be deemed to be Obligations outstanding hereunder on the Commitments terms set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made herein. Commencing on the Restatement Effective Date Closing Date, all fees hereunder shall be made payable by the Borrowers to the Agents for the account of the Lenders in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit this Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. On In order to facilitate the Restatement Effective and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders: (a) Simultaneously with the Closing Date, this Agreement the parties hereby agree that the Commitments shall amend and restate the Existing Credit Agreement be as set forth in its entirety, Schedule 2.01 and the rights portion of Loans and obligations of the parties hereto evidenced by other Outstanding Amounts outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders (including the Existing Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements required pursuant to Section 11.07 of the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 11.07 of the Existing Credit Agreement or Section 11.07 of this Agreement, no other consents, documents, or instruments, including any assignment agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01. (b) The Borrowers, the Administrative Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (c) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.13, and in any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the other “Prior Loan Documents. Substantially concurrently with the Restatement Effective Date”), (i) all of the Commitments (as defined in indebtedness, liabilities and obligations owing by the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” Borrowers under the Existing Credit Agreement and other Prior Loan Documents shall not be a Lender continue as Obligations hereunder and all indebtedness, liabilities and obligations of any Person other than the Borrowers under this Agreementthe Existing Credit Agreement and other Prior Loan Documents shall continue as obligations of such Person hereunder, and (ii) each Person listed on Schedule 2.01 to of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Prior Loan Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Loans owing by the Borrowers and outstanding under the Existing Credit Agreement shall be a Lender continue as Loans hereunder and shall constitute advances hereunder. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Term SOFR Loans or Alternative Currency Loans outstanding under the Existing Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Term SOFR Loans or Alternative Currency Loans under this Agreement with and accrue interest at the Commitments applicable interest rate provided hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan shall be as set forth opposite its name on Schedule 2.01 and in the definition of “Applicable Rate” in Section 1.01, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date. (iiid) any Loans to be made on Each of the Lenders agree that the Restatement Effective Date shall be made in accordance with not give rise to any obligation of the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant Borrowers to make any payment under Section 3.05 of the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. (1) On the Restatement Effective Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations date on which all of the parties hereto evidenced conditions set forth in Section 3.2 have been satisfied (or waived in writing by all of the Lenders in accordance with Section 3.3): (a) the Existing Credit Agreement shall be evidenced by and is hereby amended and restated in the form of this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, Agreement; (ib) all of the Commitments Loans (as defined in the Existing Credit Agreement) ), including, for certainty, Bankers’ Acceptances, BA Equivalent Advances and Letters of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as such terms are defined in the Existing Credit Agreement) and other amounts outstanding under the Existing Credit Agreement prior to the date hereof shall continue to be outstanding under this Agreement and shall be deemed to be Loans and other Obligations owing by Nexen to the Canadian Agent and the Canadian Facility Lenders, as applicable, under this Agreement; and (c) the Lenders hereby agree to take all steps and actions and execute and deliver all agreements, instruments and other documents as may be required by the Agents (including the assignment of interests in, or the purchase of participations in, outstanding Loans) to ensure that the aggregate Obligations owing to each Lender are outstanding in proportion to each Lender’s Rateable Portion of all outstanding Obligations. (2) Without limiting the Exiting other provisions hereof and for greater certainty, each of the Canadian Facility Lenders hereby acknowledges and agrees that it shall indemnify each of the Fronting Lenders for its Rateable Portion of the Existing LCs based upon its revised Canadian Facility Commitments after giving effect to the provisions of this Agreement (to the extent Nexen fails to reimburse or indemnify the applicable Fronting Lender in accordance with this Agreement). Each of the Canadian Facility Lenders shall be repaid in full and each Exiting Lender will cease entitled to its Rateable Portion (based upon its revised Canadian Facility Commitments after giving effect to the provisions of this Agreement) of any fees previously paid or to be a “Lender” paid pursuant to Section 7.9(1) of the Credit Agreement in respect of the Existing LCs for the period from and after the date hereof until the expiry date of the Existing LCs and the Canadian Facility Lenders hereby agree to take all steps and actions and execute and deliver all agreements, instruments and other documents as may be required by the Canadian Agent or any of the Canadian Facility Lenders to give effect to the foregoing. (3) Notwithstanding the foregoing or any other term hereof, all of the applicable continuing covenants, representations and warranties on the part of the Borrowers under the Existing Credit Agreement and all of the claims and causes of action arising against the Borrowers in connection therewith, in respect of all matters, events, circumstances and obligations arising or existing prior to the date hereof shall continue, survive and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to merged in the execution of this Agreement or any other Documents or any advance or provision of any Loan hereunder. (4) Nexen hereby confirms and agrees that the Nexen Guarantee is and shall be a Lender under this Agreement with remain in full force and effect in all respects notwithstanding the Commitments set forth opposite its name on Schedule 2.01 amendment and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to restatement of the Existing Credit AgreementAgreement and the amendments and supplements contained in this Agreement and shall continue to exist and apply to all of the Obligations of the U.K. Borrower and the U.S. Borrower, including, without limitation, the Parent Guaranty Agreement, dated as Obligations of February 17, 2017, between WH Group the U.K. Borrower and the Administrative Agent was terminated U.S. Borrower under, pursuant or relating to this Agreement. The confirmation contained in this subsection is in addition to and is shall not limit, derogate from or otherwise affect any provisions of no further force the Nexen Guarantee including, without limitation, Article 2 and effect and WH Group was released from its obligations thereunder and under any other Loan Document.Article 3

Amendment and Restatement. On It is the Restatement Effective Date, this Agreement shall amend and restate intention of each of the parties hereto that (a) the Existing Credit Agreement be amended and restated in its entiretyentirety pursuant to this Agreement so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement, (b) that all Indebtedness and Obligations of the Borrower and the rights Guarantors hereunder and obligations under the other Loan Documents shall be secured by the liens and security interests evidenced under the Loan Documents and (c) that this Agreement does not constitute a novation or termination of the parties hereto evidenced by obligations and liabilities existing under the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all or serve to terminate Section 10.3 of the Commitments Existing Credit Agreement or any of the Borrower’s obligations thereunder with respect to the Administrative Agent (as defined in the Existing Credit Agreement) of each Lender that is a party to or the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations Lenders (as defined in the Existing Credit Agreement) owing or any other Indemnitee (as defined in the Existing Credit Agreement). The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing Credit Agreement made under and in accordance with the terms of Section 10.2 of the Existing Credit Agreement. In addition, unless specifically amended hereby or in connection herewith, each of the Loan Documents shall continue in full force and effect. This Agreement restates and replaces, in its entirety, the Existing Credit Agreement; from and after the Closing Date, any reference in any of the other Loan Documents to the Exiting Lenders “Credit Agreement” or any like term shall be repaid deemed to refer to this Agreement. Each Lender with a Revolving Commitment on the Closing Date shall be deemed to have agreed that its Revolving Commitment set forth on Schedule I hereto replaces in full and each Exiting Lender will cease to be a its entirety such Lender’s “LenderRevolving Commitment” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Documentif any).

Amendment and Restatement. On (a) The Standby Letter of Credit Facility Agreement will, with effect from (and including) the Restatement Effective Date, this Agreement shall amend be amended and restate restated in the Existing Credit Agreement form set out in its entirety, and schedule 4 so that the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing agreement relating to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” their performance under the Existing Standby Letter of Credit Facility Agreement from (and shall not be a Lender under this Agreement, (iiincluding) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made governed by, and construed in accordance with, the terms of the Amended and Restated Standby Letter of Credit Facility Agreement. (b) The parties to this agreement agree that, with effect from (and including) the Effective Date, they shall have the rights and take on the obligations ascribed to them under the Amended and Restated Standby Letter of Credit Facility Agreement. (c) Notwithstanding any other term of the Amended and Restated Standby Letter of Credit Facility Agreement, the parties to this agreement agree that the letter referred to in schedule 3 paragraph 6.2 of this agreement (the “LC Amendment Request Letter”) shall be deemed to be a Utilisation Request for the purposes of the Amended and Restated Standby Letter of Credit Facility Agreement and that accordingly the Facility Agent will arrange for the delivery of the letter and the revocation notice to The Society and Council of Lloyd’s in the forms attached to the LC Amendment Request Letter on the date specified in the LC Amendment Request Letter (such date to occur no earlier than the Effective Date) in accordance with clause 6.6(b) of the Commitments set forth on Schedule 2.01Amended and Restated Standby Letter of Credit Facility Agreement. The parties hereto acknowledge that With effect from the date of delivery of such letter and revocation notice, all references in the Amended and Restated Standby Letter of Credit Facility Agreement to the Letter of Credit no. SBYB111000556 will be to such Letter of Credit as amended pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group such letter and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Documentrevocation notice.

Amendment and Restatement. This Agreement shall constitute an amendment and restatement of the Original Credit Agreement. On the Restatement Effective Closing Date, the Original Loan of the Bank shall be deemed to be renewed and continued, and not extinguished, and thereupon and thereafter shall constitute a Revolving Loan under this Agreement shall amend and restate the Existing Credit Agreement in its entiretyAgreement, and the rights and obligations Original Revolving Note of the parties hereto Bank shall be deemed to be renewed and replaced, but not extinguished, by the Revolving Loan Note of the Bank under this Agreement. Upon funding of the initial Loans by the Bank as a Lender under this Agreement the proceeds thereof (in excess of the principal amount of the Original Loan of the Bank renewed and continued as referenced in the preceding sentence) shall be used to pay and discharge in full the Original Loans and Original Revolving Notes of each Terminating Lender and the Bank, as a Lender under this Agreement, shall be subrogated to all rights of the Terminating Lenders in respect thereof. On the Closing Date, the "Administrative Agent's Lien" as defined in and evidenced by the Existing Original Credit Documents shall automatically be deemed to be renewed and continued (and not extinguished) by this Agreement and the other Loan Documents and thereupon and thereafter shall be evidenced by the Agent's Lien under this Agreement and the other Loan Documents, which shall continue in full force and effect as security for all Obligations in accordance with the terms of this Agreement and the other Loan Documents. Substantially concurrently with All Original Letters of Credit shall be deemed to be outstanding under this Agreement and all references to Letters of Credit in this Agreement and the Restatement Effective Date, (i) all other Loan Documents shall include the Original Letters of the Commitments (as defined Credit. All references in the Existing Original Credit Agreement) of each Lender that is a party Documents to the Existing Original Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease deemed to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under mean this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with as an amendment and restatement of the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Original Credit Agreement, all references in the Parent Guaranty AgreementOriginal Credit Documents to the "Administrative Agent" shall mean the Agent and all references in the Original Credit Documents to "Bank of America," "Bank of America, dated as N.A.,"or "Bank of February 17America, 2017, between WH Group and National Association" shall mean the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan DocumentBank.

Amendment and Restatement. On the Restatement Effective Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other The Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a Parties party to the Existing Credit Agreement but is not a party to and the Loan Documents thereunder, the Lenders and the Agents agree that, effective as of the initial Closing Date, this Agreement (an “Exiting Lender”) will amends and restates in its entirety the Existing Credit Agreement and this Agreement shall not be terminated, all outstanding deemed to be a novation of the Obligations (as defined in the Existing Credit Agreement) owing to or any other obligations of any Loan Party under the Exiting other Loan Documents (as defined in the Existing Credit Agreement). On the Closing Date, the commitments of the Lenders shall be repaid reallocated in full accordance with the terms hereof. To facilitate such reallocation, at the Closing Date, (i) all loans and each Exiting Lender will cease to be a “Lender” letters of credit outstanding under the Existing Credit Agreement shall be deemed to be Loans and shall not be a Lender under this AgreementLetters of Credit hereunder, (ii) subject to Section 2.20, each Person listed on Schedule 2.01 to this Lender shall purchase from the other Lenders such portions of outstanding Loans (other than Swingline Loans and Tranche C Term Loans) and participations in Letters of Credit under the Existing Credit Agreement shall be a of the other Lenders so that each Lender holds such Lender's pro rata share in all outstanding Loans (other than Swingline Loans) and participations under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and (iii) the Administrative Agent was terminated shall apply funds received from such Lenders as their initial extensions of credit under this Agreement to the purchase of such interests, and is of no further force and effect and WH Group was released from its obligations thereunder and under any (iv) the Borrowers shall select new Interest Periods to apply to all Loans (other Loan Documentthan Swingline Loans) hereunder (or, to the extent the Borrowers fail to do so, such Loans shall become Base Rate Loans).

Amendment and Restatement. On the Restatement Effective Date, this This Agreement shall amend constitutes an amendment and restate the Existing Credit Agreement in its entirety, and the rights and obligations restatement of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 1710, 20172020 (as amended or modified prior to the date hereof, between WH Group the “Prior Credit Agreement”), to which certain of the parties hereto are subject. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent was terminated under the Prior Credit Agreement based on facts or events occurring or existing prior to the execution and is delivery of this Agreement. On the Effective Date, the credit facilities described in the Prior Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Prior Credit Agreement shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such loans, together with any extensions of credit made on the Effective Date, reflect the Commitments of the Lenders hereunder. The parties hereto agree and acknowledge that certain Eurocurrency Loans are outstanding under the Prior Credit 104 Agreement as of the Effective Date. Such Eurocurrency Loans shall remain outstanding on and after the Effective Date and shall continue to accrue interest hereunder at the Eurocurrency Rates applicable thereto until the expiry of the Interest Periods therefor. Such Loans shall not remain outstanding hereunder as Eurocurrency Loans after the expiry of such Interest Periods. No Eurocurrency Loans may be requested on and after the Effective Date. All terms, conditions and provisions set forth in the Prior Credit Agreement governing Eurocurrency Loans are hereby incorporated by reference herein until the above-described Interest Periods expire. Thereafter, such terms, conditions and provisions shall be of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Documenteffect.

Amendment and Restatement. On The Loan Parties, the Restatement Effective DateLenders and the Administrative Agent agree that, upon (i) the execution and delivery of this Agreement shall amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations by each of the parties hereto evidenced and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 4.1, the terms and provisions of the Existing Credit Agreement shall be evidenced and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all shall not constitute a novation of the Commitments (as defined in the Existing Credit Agreement) Agreement or the Debt created thereunder. The commitments to extend credit of each Lender that is a party to the Existing Credit Agreement but is not a party shall, on the Closing Date, automatically be deemed amended and the only commitments to extend credit shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans under (and shall be governed by the terms of) this Agreement and the other Loan Documents, (an b) all references in the “Exiting Lender”) will be terminated, all outstanding Obligations Loan Documents” (as defined in the Existing Credit Agreement) owing to the Exiting Lenders “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be repaid in full deemed to refer to the Administrative Agent, this Agreement and each Exiting Lender will cease to be a the Loan Documents, respectively, (c) all obligations constituting “LenderObligations” under the Existing Credit Agreement and with any Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall not be a Lender continue as Obligations under this AgreementAgreement and the other Loan Documents, (iid) each Person listed on Schedule 2.01 to this any “Note” under the Existing Credit Agreement shall be a deemed for all purposes superseded and replaced by the Note (if any) issued to such Lender under this Agreement and (e) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Commitment of the Lenders hereunder, and each Lender hereby waives its right to receive any compensation or reimbursement pursuant to Section 3.4 hereof for any breakage costs incurred by such Lender in connection with the Commitments set forth opposite sale or assignment of any Term SOFR Loans that may be required under this clause (e). Each ▇▇▇▇▇▇ ▇▇▇▇▇▇ confirms the Administrative Agent’s authority to enter into such additional reaffirmations of, or any amendments to, amendments and restatements of, or other modifications to, the other existing Loan Documents as the Administrative Agent shall approve in its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made sole discretion, in accordance connection with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge amendment and restatement of the Existing Credit Agreement so long as such amendments, restatements or other modifications do not contain any material modifications adverse to the Lenders (and, for the avoidance of doubt, such modifications may include the addition of Loan Parties and other changes that pursuant are otherwise permitted by the Administrative Agent’s authority under or with respect to such existing Loan Documents or are consistent with changes in provisions included in this Agreement as compared to the provisions of the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document).

Amendment and Restatement. On the Restatement Effective Date, (i) this Agreement shall amend and restate the Existing Credit Agreement in its entiretyentirety but, and for the avoidance of doubt, this Agreement shall not constitute a novation of the parties’ rights and obligations of thereunder, and (ii) the parties hereto evidenced by Liens and security interests as granted under the Existing Credit Agreement shall be evidenced by this Agreement and the other or any Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all of the Commitments Document (as defined in the Existing Credit Agreement) securing payment of each Lender indebtedness, liabilities and obligations thereunder are in all respects continuing and in full force and effect. The parties hereto agree and acknowledge that (A) the Revolving Credit Facility set forth in Section 2.1(b) is a party to continuation of the Existing “Revolving Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (Facility” under and as defined in the Existing Credit Agreement, (B) the Revolving Euro Tranche Facility set forth in Section 2.1(c) is a continuation of the “Revolving Euro Tranche Facility” under and as defined in the Existing Credit Agreement, (C) the Revolving Yen Tranche Facility set forth in Section 2.1(d) is a continuation of the “Revolving Yen Tranche Facility” under and as defined in the Existing Credit Agreement, (D) the proceeds of the Term A Facility set forth in subsection 2.1(a), together with Revolving Credit Loans, will be used on the Initial Funding Date to repay in full amounts outstanding under the “Term A Facility” under and as defined in the Existing Credit Agreement and such existing term facility shall terminate simultaneously with such repayment of amounts owing with respect thereto, and (E) the Revolving Credit Commitments, the Revolving Euro Tranche Commitments, Revolving Yen Tranche Commitments and the Term A Loan Commitments of each of the Lenders as of the Initial Funding Date shall be as set forth in Schedule 2.1. Notwithstanding the foregoing, to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be extent the Effective Date is not a “Lender” Business Day, (x) the commitments under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with re-allocated until the Commitments set forth opposite its name on Schedule 2.01 Initial Funding Date and (iiiy) any Loans interest rates applicable with respect to be made on the Restatement Effective Date shall be made loans outstanding under the “Term A Facility” under and as defined in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, Agreement shall continue to apply on the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and Effective Date until such loans are paid in full on the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan DocumentInitial Funding Date.

Amendment and Restatement. (a) On the Restatement Effective Closing Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (i) this Agreement Agreement, any Notes delivered pursuant to Section 3.1 and the other Loan Documents. Substantially concurrently with the Restatement Effective DateDocuments executed and delivered in connection herewith do not constitute a novation, (i) all payment and reborrowing, or termination of the Commitments “Obligations” (as defined in the Existing Credit Agreement) of each Lender that is a party to under the Existing Credit Agreement but is as in effect prior to the Closing Date; (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the collateral documents securing payment of such “Obligations” have been terminated and do not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding secure the payment of the Obligations (as defined in this Agreement); and (iv) upon the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full effectiveness of this Agreement all loans and each Exiting Lender will cease to be a “Lender” letters of credit outstanding under the Existing Credit Agreement immediately before the effectiveness of this Agreement will be part of the Loans and shall not be a Lender under Letters of Credit hereunder on the terms and conditions set forth in this Agreement, . (iib) each Person listed on Schedule 2.01 to Notwithstanding the modifications effected by this Agreement shall be a Lender under this Agreement with of the Commitments set forth opposite its name on Schedule 2.01 representations, warranties and (iii) any Loans to be made on covenants of the Restatement Effective Date shall be made Company contained in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Company acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Company contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement to the extent specifically provided in the Existing Credit Agreement and without extending any applicable statute of limitations; provided, however, that it is understood and agreed that the Company’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Section 2 hereof. (c) All indemnification obligations of the Company pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement. (d) On and after the Closing Date, dated (i) each reference in the Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or similar words referring to the Credit Agreement shall mean and be a reference to this Agreement and (ii) each reference in the Loan Documents to a “Note” shall mean and be a Note as defined in this Agreement. The parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of February 17the date first set forth above. By: LECG Corporation Sole Managing Member of LECG, 2017LLC By: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chief Financial Officer LASALLE BANK NATIONAL ASSOCIATION, between WH Group as Administrative Agent, as Issuing Lender and the as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇ Title: First Vice President as Syndication Agent and a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇ Title: Vice President U. S. BANK NATIONAL ASSOCIATION, as Co- Documentation Agent and a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President KEY BANK N. A., as Co-Documentation Agent and a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President ▇▇▇▇▇ FARGO BANK , N.A., as Co-Documentation Agent and a Lender By: /s/ Nuzha Bukhari Title: Vice President THE NORTHERN TRUST COMPANY, as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇ Title: Vice President LaSalle Bank National Association $ 26,000,000 * 26.0 % Bank of America, N.A. $ 26,000,000 26.0 % U. S. Bank National Association $ 14,000,000 14.0 % KeyBank National Association $ 12,000,000 12.0 % ▇▇▇▇▇ Fargo Bank, N.A. $ 12,000,000 12.0 % The Northern Trust Company $ 10,000,000 10.0 % TOTALS $ 100,000,000 100 % * Includes Swing Line Commitment Amount of $10,000,000. c/o LECG Corporation ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq. Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and a Lender ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ BANK OF AMERICA, N.A., as Syndication Agent was terminated and is of no further force a Lender ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ San Francisco, California 94104 Attention: ▇▇▇▇▇ Leimsleder Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agent and effect and WH Group was released from its obligations thereunder and under any other Loan Document.a Lender

Amendment and Restatement. On The Borrowers, the Restatement Effective DateAgent and the Lenders hereby agree that upon the effectiveness of this Agreement, this Agreement shall amend the terms and restate provisions of the Existing Credit Agreement in its entirety, and the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all terms and provisions of the Commitments (Existing Agreement, except as defined in otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Credit Agreement by this Agreement) of each Lender that is a party , the Borrowers shall continue to be liable to the Existing Credit Agreement but is not a party Agent and the Lenders with respect to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing and to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” extent of) agreements on the part of the Borrowers under the Existing Credit Agreement to indemnify and hold harmless the Agent and the Lenders from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and shall is not be intended to constitute a Lender under this novation of the Existing Agreement, (ii) each Person listed on Schedule 2.01 . Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Closing Date shall be made in accordance with the Commitments set forth on Schedule 2.01terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. The parties hereto acknowledge that pursuant Except as otherwise provided for by the Borrowers by delivery to the Existing Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the Parent Guaranty Agreement, dated account of the Borrowers under the Existing Agreement as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is Closing Date shall constitute Letters of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan DocumentCredit hereunder.

Amendment and Restatement. (a) The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement and the provisions of the Existing Credit Agreement shall be superseded by the provisions hereof; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder, (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed, (d) the security interests and liens in favor of PNC Bank, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; provided that, such collateral documents shall, to the extent amended and restated or otherwise replaced on the Closing Date, be evidenced by such amended and restated or replacement collateral documents from and after the Closing Date, and (e) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. On the Restatement Effective Closing Date, the revolving credit extensions and revolving credit commitments made by the lenders under the Existing Credit Agreement shall be reallocated and restated among the Lenders so that, as of the Closing Date, the Revolving Credit Commitments of the Lenders shall be as set forth on Schedule 1.1(B). (b) The parties hereto further acknowledge and agree that this Agreement shall constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 12.1 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreement or the credit facilities, indebtedness and other obligations under the Existing Credit Agreement. It is the intent of the parties to amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Datecredit facilities provided thereunder, (i) all of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Documentwithout novation or interruption.

Amendment and Restatement. On It is the Restatement Effective Date, this Agreement shall amend and restate intention of each of the parties hereto that (a) the Existing Credit Agreement be amended and restated in its entiretyentirety pursuant to this Agreement so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement, (b) that all Indebtedness and Obligations of the Borrower and the rights Guarantors hereunder and obligations under the other Loan Documents shall be secured by the liens and security interests evidenced under the Loan Documents and (c) that this Agreement does not constitute a novation or termination of the parties hereto evidenced by obligations and liabilities existing under the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all or serve to terminate Section 10.3 of the Commitments Existing Credit Agreement or any of the Borrower’s obligations thereunder with respect to the Administrative Agent (as defined in the Existing Credit Agreement) of each Lender that is a party to or the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations Lenders (as defined in the Existing Credit Agreement) owing or any other Indemnitee (as defined in the Existing Credit Agreement)). The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing Credit Agreement made under and in accordance with the terms of Section 10.2 of the Existing Credit Agreement. In addition, unless specifically amended hereby or in connection herewith, each of the Loan Documents shall continue in full force and effect. This Agreement restates and replaces, in its entirety, the Existing Credit Agreement; from and after the Closing Date, any reference in any of the other Loan Documents to the Exiting Lenders “Credit Agreement” or any like term shall be repaid deemed to refer to this Agreement. Each Lender with a Revolving Commitment on the Closing Date shall be deemed to have agreed that its Revolving Commitment set forth on Schedule I(a) hereto replaces in full and each Exiting Lender will cease to be a its entirety such Lender’s “LenderRevolving Commitment” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01if any). The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.US-DOCS\51545218.9

Amendment and Restatement. On the Restatement Effective Date, (i) this Agreement shall amend and restate the Existing Credit Agreement in its entiretyentirety but, and for the avoidance of doubt, this Agreement shall not constitute a novation of the parties' rights and obligations of thereunder, (ii) the parties hereto evidenced by Liens and security interests as granted under the Existing Credit Agreement shall be evidenced by this Agreement and the other or any Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all of the Commitments Document (as defined in the Existing Credit Agreement) securing payment of each Lender indebtedness, liabilities and obligations thereunder are in all respects continuing and in full force and effect, (iii) the parties hereto agree and acknowledge that (x) the Revolving Credit Facility set forth in Section 2.1(b) is a party to the Existing Credit Agreement but is not a party to this Agreement (provided as an “Exiting Lender”) will be terminated, all outstanding Obligations (Incremental Revolving Tranche Facility” under and as defined in the Existing Credit Agreement) owing to Agreement and the Exiting Lenders shall be repaid “Revolving Credit Commitments” as defined in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and the revolving credit facility provided pursuant to Section 2.1(b) of the Existing Credit Agreement shall not be a Lender terminate simultaneously with the repayment of amounts owing with respect thereto and the effectiveness of the Revolving Credit Facility provided herein and (y) the Term A Facility set forth in subsection 2.1(a) is provided as an “Incremental Term Facility” under this Agreementand as defined in the Existing Credit Agreement and the term B facility provided pursuant to Section 2.1(a) of the Existing Credit Agreement shall terminate simultaneously with the repayment of amounts owing with respect thereto and the funding and effectiveness of the Term A Facility provided herein, (iiiv) each Person listed on Schedule 2.01 the lenders under the Existing Credit Agreement who elect to this Agreement shall be a Lender become Lenders (“Continuing Lenders”) under this Agreement with the Commitments set forth opposite its name waive any restrictions on Schedule 2.01 or requirements for Incremental Facilities as defined in and (iii) any Loans to be made on the Restatement Effective Date shall be made under in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, Agreement and (v) the Parent Guaranty Agreement, dated Revolving Credit Commitments and Term A Loan Commitments of each of the Continuing Lenders shall be as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Documentset forth in Schedule 2.1.

Amendment and Restatement. On the Restatement Effective Date, The parties to this Agreement shall amend agree that, upon (i) the execution and restate the Existing Credit Agreement in its entirety, and the rights and obligations delivery by each of the parties hereto evidenced by of this Agreement and (ii) satisfaction of the conditions set forth in Section 6.1, the terms and provisions of the Existing Credit Agreement shall be evidenced and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. Subject to Section 13.20, all Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the effective date hereof shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Substantially concurrently with Without limiting the Restatement Effective Dateforegoing, upon the effectiveness hereof: (ia) all of references in the Commitments “Loan Documents” (as defined in the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party “Agent”, the “Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, (an “Exiting Lender”b) will be terminated, all Letters of Credit issued and outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement on the date hereof shall continue as Letters of Credit under (and shall not be a Lender under governed by the terms of) this Agreement, (iic) each Person listed all obligations constituting “Obligations” with any Bank or any Affiliate of any Bank which are outstanding on Schedule 2.01 to this Agreement the effective date herefor shall be a Lender continue as Obligations under this Agreement and the other Loan Documents, (d) the Agent shall make such reallocations, sales, assignments or other relevant actions as are necessary so that each Bank holds its pro rata share of outstanding credit exposure on the effective date herefor, and (e) the Company hereby agrees to compensate each Bank for any and all losses, costs and expenses incurred by such Bank in connection with the Commitments sale and assignment of any LIBOR Rate Loans, including as a result of the reallocation described above, in each case on the terms and in the manner set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan DocumentSection 5.1 hereof.

Amendment and Restatement. On The parties hereto agree that, on the Restatement Effective Closing Date, this Agreement the following transactions shall amend and restate the Existing Credit Agreement in its entiretybe deemed to occur automatically, and the rights and obligations of the parties hereto evidenced without further action by any party hereto: (a) the Existing Credit Agreement shall be evidenced by deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other Loan Documents. Substantially concurrently holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Restatement Effective Existing Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed. On the Closing Date, (i) all of the Commitments (as defined in Borrower shall prepay any revolving loans outstanding under the Existing Credit AgreementAgreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of each Lender the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 2.01 as in effect on the Closing Date. The parties hereto further acknowledge and agree that is a party this Agreement constitutes an amendment to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full made under and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as terms of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.Section 11.01

Amendment and Restatement. On Upon this Agreement becoming effective pursuant to subsection 4.1, from and after the Restatement Effective Closing Date: (i) the terms and conditions of the Existing Revolving Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Company, the Banks, the Issuing Lenders and the Administrative Agent accruing from and after the Closing Date; (ii) all indemnification obligations of the Company under the Existing Revolving Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the “Banks”, the “Issuing Lenders” or the “Administrative Agent” (as such terms are defined in the Existing Revolving Credit Agreement) at any time prior to the Closing Date; (iii) the “Obligations” (as such term is defined in the Existing Revolving Credit Agreement) incurred under the Existing Revolving Credit Agreement shall, to the extent outstanding on the Closing Date and not repaid on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall amend and restate not constitute a substitution or novation of such Obligations or any of the Existing Credit Agreement in its entiretyother rights, and the rights duties and obligations of the parties hereto evidenced by hereunder; (iv) the Existing Credit execution, delivery and effectiveness of this Agreement shall be evidenced by this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Datenot operate as a waiver of any right, (i) all power or remedy of the Commitments “Banks”, “Issuing Lenders” or the “Administrative Agent” (as such terms are defined in the Existing Revolving Credit Agreement) under the Existing Revolving Credit Agreement, nor constitute a waiver of each Lender any covenant, agreement or obligation under the Existing Revolving Credit Agreement, except to the extent that any such covenant, agreement or obligation is a party no longer set forth herein or is modified hereby; and (v) any and all references in the Loan Documents to the Existing Revolving Credit 109 Agreement but is not shall, without further action of the parties, be deemed a party reference to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Revolving Credit Agreement) owing to the Exiting Lenders shall be repaid in full , as amended and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under restated by this Agreement, (ii) each Person listed on Schedule 2.01 to and as this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 further amended, modified, supplemented or amended and (iii) any Loans restated from time to be made on the Restatement Effective Date shall be made time hereafter in accordance with the Commitments set forth on Schedule 2.01terms of this Agreement. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.110

Amendment and Restatement. On the Restatement Effective Date(a) The parties hereto acknowledge and agree that, except as otherwise set forth herein, (i) this Agreement shall amend and restate the Other Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or repayment and reborrowing of the Advances and the other Obligations under the Existing Credit Agreement in its entirety, and or the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all of the Commitments Other Documents (as defined in the Existing Credit Agreement) of each Lender that is a party as in effect prior to the Existing Credit Agreement but is not a party to this Agreement Restatement Date, (an “Exiting Lender”ii) will be terminated, all outstanding the Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not be a Lender under this the Other Documents (as defined in the Existing Credit Agreement, ) are in all respects continuing (iias amended and restated hereby and which are in all respects hereinafter subject to the terms herein) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to Liens and security interests as granted under the Existing Credit Agreement, the Parent Guaranty Guarantor Security Agreement (as defined in the Existing Credit Agreement, dated as of February 17, 2017, between WH Group ) and the Administrative Agent was terminated applicable Other Documents (as defined in the Existing Credit Agreement) securing payment of such Obligations (as defined in the Existing Credit Agreement) are in all respects continuing and is of no further in full force and effect and WH Group was released from its obligations thereunder are reaffirmed hereby. (b) The parties hereto acknowledge and under agree that on and after the Restatement Date, all references to the “Credit Agreement” in any Other Document (as defined in the Existing Credit Agreement) shall be deemed to refer to this Agreement. (c) The parties hereto acknowledge and agree that this amendment and restatement is limited as written and is not a consent to any other Loan amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any Other Document, all terms and conditions of this Agreement and the Other Documents remain in full force and effect unless otherwise specifically amended hereby or by any Other Documents.

Amendment and Restatement. On (a) This Agreement is an amendment and restatement of the Existing Credit Agreement and does not constitute a novation of the Existing Credit Agreement. All “Obligations” under the Existing Credit Agreement (to the extent not paid on or prior to the Restatement Effective Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety), and all security interests, Liens, and collateral assignments granted to the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all of the Commitments Collateral Agent (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any of each Lender that the other “Credit Documents” defined therein, hereby are renewed and continued in full force and effect, and hereafter shall be governed by this Agreement or, to the extent appropriate, such other Credit Document as further amended or modified from time to time. All existing “Credit Documents” previously executed in connection with the Existing Credit Agreement shall continue in full force and effect, except to the extent such agreement is a party amended, restated or replaced in connection with this Agreement, and any and all references therein to the Existing Credit Agreement but is not a party (regardless of terminology) shall refer to and mean this Agreement (an “Exiting Lender”) will be terminatedAgreement, without limiting the foregoing, the Borrower acknowledges and agrees that any and all outstanding Obligations (as defined in obligations of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding Inc. and the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” other lenders under the Existing Credit Agreement and shall not be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to are governed by the terms of this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite (as an amendment and restatement in its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to entirety of the Existing Credit Agreement). (b) The Borrower acknowledges and agrees that as of the close of business on July 10, 2007, the Parent Guaranty aggregate amount of outstandings under the Existing Term Loans is $53,151,739.73. As of the date hereof, none of the Credit Parties or any of their respective Affiliates has offset rights, counterclaims or defenses of any kind against any of their obligations, indebtedness or liabilities under the Existing Credit Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. On In order to facilitate the Restatement Effective and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: (a) Simultaneously with the Closing Date, this Agreement the parties hereby agree that the Commitments shall amend and restate the Existing Credit Agreement be as set forth in its entirety, Schedule 2.01 and the rights portion of Loans and obligations of the parties hereto evidenced by other Outstanding Amounts outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders (including the Existing Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements required pursuant to Section 10.06 of the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other consents, documents, or instruments, including any assignment agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01. (b) The Borrower, the Administrative Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (c) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.07, and in any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the other “Prior Loan Documents. Substantially concurrently with the Restatement Effective Date”), (i) all of the Commitments (as defined in indebtedness, liabilities and obligations owing by the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” Borrower under the Existing Credit Agreement and other Prior Loan Documents shall not be a Lender continue as Obligations hereunder and all indebtedness, liabilities and obligations of any Person other than the Borrower under this Agreementthe Existing Credit Agreement and other Prior Loan Documents shall continue as obligations of such Person hereunder, and (ii) each Person listed on Schedule 2.01 to of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Prior Loan Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Loans owing by the Borrower and outstanding under the Existing Credit Agreement shall be a Lender continue as Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Existing Credit Agreement and any of the Prior Loan Documents shall continue as Letters of Credit hereunder. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and Term SOFR Loans outstanding under the Existing Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension (solely for the duration of any such Interest Periods outstanding on the Closing Date) as Term SOFR Loans under this Agreement with and accrue interest at the Commitments Term SOFR hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan or Letter of Credit hereunder shall be as set forth opposite its name on Schedule 2.01 and (iii) in the definition of “Applicable Rate” in Section 1.01, without regard to any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to margin applicable thereto under the Existing Credit Agreement, Agreement prior to the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan DocumentClosing Date.

Amendment and Restatement. On the Restatement Effective Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations of the (a) The parties hereto evidenced by the Existing Credit Agreement shall be evidenced by acknowledge and agree that, except as otherwise set forth herein, (i) this Agreement and the other Loan Credit Documents. Substantially concurrently with the Restatement Effective Date, (i) all whether executed and delivered in connection herewith or otherwise, do not constitute a novation or repayment and reborrowing of the Commitments Loans and the other Obligations under the Existing Credit Agreement or the other Credit Documents (as defined in the Existing Credit Agreement) of each Lender that is a party as in effect prior to the Restatement Date, (ii) the Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement but is not a party and the other Credit Documents (as defined in the Existing Credit Agreement) are in all respects continuing (as amended and restated hereby and which are in all respects hereinafter [OppLoans SPV] A&R Credit Agreement subject to the terms herein), except to the extent expressly provided in clause (c) below and (iii) the Liens and security interests as granted under the Existing Credit Agreement and the applicable other Credit Documents (as defined in the Existing Credit Agreement) securing payment of such Obligations (as defined in the Existing Credit Agreement) are in all respects continuing and in full force and effect and are reaffirmed hereby. (b) The parties hereto acknowledge and agree that on and after the Restatement Date, all references to the "Agreement" or the "Credit Agreement" in any other Credit Document (as defined in the Existing Credit Agreement) shall be deemed to refer to this Agreement Agreement. (an “Exiting Lender”c) will be terminatedThe Borrower, the Tranche A Lenders (as defined in the Existing Credit Agreement), the Lenders and the Administrative Agent, each acknowledge and agree that upon the repayment in full of the Tranche A Loans (as defined in the Existing Credit Agreement) and all outstanding other Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Tranche A Lenders shall be repaid (as defined in full and each Exiting Lender will cease to be a “Lender” the Existing Credit Agreement), (x) all commitments of the Tranche A Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement shall automatically, without any further action, terminate and the Tranche A Lenders (as defined in the Existing Credit Agreement) shall not be a Lender under this Agreement, (iior have any rights of any Lender) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with or any other Credit Document, (y) Opportunity Funding SPE VII, LLC ("SPE VII"), shall be automatically, without any further action, released as a Borrower hereunder and under the Commitments set forth opposite its name on Schedule 2.01 other Credit Documents; provided, all Obligations (as defined in the Existing Credit Agreement) of SPE VII under the Credit Documents (as defined in the Existing Credit Agreement) that by their terms survive the termination of the Credit Documents (as defined in the Existing Credit Agreement) or the release of SPE VII as a Borrower shall remain outstanding Obligations (as defined in the Existing Credit Agreement) of SPE VII, and (iiiz) any Loans to be made on the Restatement Effective Date OppWin Card, LLC, shall be made in accordance with automatically, without any further action, released as a Seller hereunder and under the Commitments set forth on Schedule 2.01. other Credit Documents. (d) The parties hereto acknowledge and agree that pursuant this amendment and restatement is limited as written and is not a consent to the Existing any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Credit AgreementDocument, the Parent Guaranty Agreement, dated as all terms and conditions of February 17, 2017, between WH Group this Agreement and the Administrative Agent was terminated and is of no further other Credit Documents remain in full force and effect and WH Group was released from its obligations thereunder and under unless otherwise specifically amended hereby or by any other Loan Document.Credit Documents. [OppLoans SPV] A&R Credit Agreement

Amendment and Restatement. On the Restatement Effective Date, The parties to this Agreement shall amend agree that, upon (i) the execution and restate the Existing Credit Agreement in its entirety, and the rights and obligations delivery by each of the parties hereto evidenced by of this Agreement and (ii) satisfaction of the conditions set forth in Article 4, the terms and provisions of the Existing Credit Agreement shall be evidenced and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All Loans made and Liabilities incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Liabilities under (and, as of the Closing Date, shall be governed by the terms of) this Agreement and the other Loan Documentsagreements, documents and instruments delivered together herewith. Substantially concurrently with Without limiting the Restatement Effective foregoing, upon the effectiveness hereof: (a) all references to the “Agent”, the “Agreement” and the agreements, documents and instruments delivered together therewith (each as defined in or contemplated by the Existing Credit Agreement) shall be deemed to refer to the Agent, this Agreement and the agreements, documents and instruments delivered together herewith, (b) the Letters which remain outstanding on the Closing Date shall continue as Letters under (and, as of the Closing Date, shall be governed by the terms of) this Agreement, (ic) all obligations constituting “Liabilities” with any Lender or any affiliate of any Lender which are outstanding on the Commitments Closing Date shall continue as Liabilities under this Agreement and the agreements, documents and instruments delivered together herewith, (d) the “Commitments” (as defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, Commitments hereunder, in each case pursuant to the allocations set forth on the Schedule A, (e) the Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender that is a party to Lender’s credit exposure under the Existing Credit Agreement but is not a party to this Agreement as are necessary in order that each such Lender’s applicable Liabilities in respect of Loans and reflect such Lender’s Pro Rata Percentage of the applicable outstanding aggregate of such Loans and Letters on the Closing Date, (an f) the “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in Loans” of each Departing Lender under the Existing Credit Agreement) owing to the Exiting Lenders Agreement shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Exiting Lender will cease to be a Departing Lender’s “LenderCommitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender under this Agreement, hereunder and (iig) each Person listed on Schedule 2.01 Borrower hereby agrees to this Agreement shall be a compensate each Lender under this Agreement (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the Commitments set forth opposite its name on Schedule 2.01 sale and assignment of any LIBOR Rate Loans (iii) any Loans to be made on including the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to “LIBOR Rate Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the Parent Guaranty terms and in the manner set forth in this Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.

Amendment and Restatement. On Each of the Restatement Effective DateParent Guarantor, this Agreement shall amend the Israeli Guarantor and restate the Borrower (a) agrees that the Loan Documents, as defined in the Existing Credit Agreement and as they have been amended or amended and restated on or prior to the date hereof, shall constitute Loan Documents, (b) agrees that any Collateral Documents, as defined in its entiretythe Existing Credit Agreement and as they have been amended or amended and restated on or prior to the date hereof, shall continue in full force and effect to provide security for, and a guaranty of, the rights Indebtedness and obligations other Obligations under this Agreement and the Loan Documents; (c) reaffirms and ratifies all of its agreements in such Loan Documents, as they have been amended or amended and restated on or prior to the parties hereto evidenced by date hereof; (d) agrees that each reference in such Loan Documents to the Existing Credit Agreement shall be evidenced by deemed to be references to this Agreement (other than references to the “Existing Credit Agreement” in this Agreement); and (e) agrees that the other Loan DocumentsAdministrative Agent is authorized in its own name or in the name of the Guarantors, in the Administrative Agent’s discretion and from time to time, to make such notations on or modifications to such Collateral Documents to reflect the intentions of the parties as expressed herein. Substantially concurrently with On the Restatement Effective Date, (i) all of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid amended and restated in full its entirety by this Agreement, and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement and shall not thereafter be a Lender under this Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder shall be deemed replaced and under superseded in all respects by this Agreement. This Agreement is in no way intended to constitute a novation of the Existing Credit Agreement. From and after the Effective Date, all references in any other Loan DocumentDocument to the “Credit Agreement” shall be deemed to be a reference to this Agreement.

Amendment and Restatement. On the Restatement Effective Date, this Agreement shall amend and restate the Existing Credit Agreement in its entirety, and the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced amended and restated in its entirety by this Agreement Agreement, and the other Loan Documents. Substantially concurrently with Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, (i) all to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of the Commitments (Default” under and as defined in the Existing Credit Agreement) Agreement prior to the Restatement Effective Date. It is the intention of each Lender of the parties hereto that is a party to the Existing Credit Agreement but is not a party be amended and restated hereunder so as to this Agreement (an preserve the perfection and priority of all Liens securing the “Exiting Lender”) will be terminated, all outstanding Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “LenderSecured Obligations” under the Existing Credit Agreement Loan Documents and that all “Secured Obligations” of the Borrower and the Subsidiary Guarantors hereunder shall not continue to be a Lender secured by Liens evidenced under this Agreementthe Security Documents, (ii) each Person listed on Schedule 2.01 to and that this Agreement shall be does not constitute a Lender under this Agreement with novation or termination of the Commitments set forth opposite its name on Schedule 2.01 Indebtedness and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant to the Existing Credit Agreement, the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated and is of no further force and effect and WH Group was released from its obligations thereunder and under any other Loan Document.163)

Amendment and Restatement. On the Restatement Effective Date, this (a) This Credit Agreement shall amend is an amendment and restate restatement of the Existing Credit Agreement in its entirety, and the rights and obligations does not constitute a novation of the parties hereto evidenced by Existing Credit Agreement. All “Obligations” under the Existing Credit Agreement shall be evidenced by this Agreement and (to the other Loan Documents. Substantially concurrently with extent not paid on or prior to the Restatement Effective Date), (i) and all of security interests, Liens, and collateral assignments granted to the Commitments Administrative Agent (as defined in the Existing Credit Agreement) of each Lender that is a party to or the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations Collateral Agent (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” under the Existing Credit Agreement or any of the other “Credit Documents” defined therein, hereby are renewed and continued in full force and effect, and hereafter shall not be a Lender under governed by this Credit Agreement or, to the extent appropriate, such other Credit Document as further amended or modified from time to time. All existing “Credit Documents” previously executed in connection with the Existing Credit Agreement shall continue in full force and effect, except to the extent such agreement is amended, restated or replaced in connection with this Credit Agreement, (ii) each Person listed on Schedule 2.01 to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on Schedule 2.01 and (iii) any Loans to be made on the Restatement Effective Date shall be made in accordance with the Commitments set forth on Schedule 2.01. The parties hereto acknowledge that pursuant and all references therein to the Existing Credit Agreement (regardless of terminology) shall refer to and mean this Credit Agreement. Without limiting the foregoing, the Parent Guaranty Credit Agreement Parties acknowledge and agree that any and all obligations of BofA, DBTCA and the other lenders under the Existing Credit Agreement (by virtue of the Bank Assignment Agreement or otherwise) are governed by the terms of this Credit Agreement (as an amendment and restatement in its entirety of the Existing Credit Agreement, dated ). (b) The Borrower and Holdings acknowledge and agree that as of February 17the close of business on June 27, 20172005, between WH Group the aggregate amount of Revolving Outstandings under and as defined in the Existing Credit Agreement (excluding the undrawn amount of the Existing Letters of Credit) is $141,770,606.13, and the Administrative Agent was terminated aggregate amount of Term Loan Outstandings under and as defined in the Existing Credit Agreement is $205,776,241.50. As of the date hereof, none of the Credit Parties or any of their respective Affiliates has offset rights, counterclaims or defenses of any kind against any of their obligations, indebtedness or liabilities under the Existing Credit Agreement. As of the date hereof immediately prior to the amendment and restatement of the Existing Credit Agreement contemplated herein, there exists no further force Default or Event of Default under and effect and WH Group was released from its obligations thereunder and under any other Loan Documentas defined in the Existing Credit Agreement.

Amendment and Restatement. On the Restatement Effective Date, this This Agreement shall amend amends and restate restates the Existing Credit Agreement in its entirety, and the rights and obligations as of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents. Substantially concurrently with the Restatement Effective Date, (i) all of the Commitments (as defined in the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding . All Obligations (as defined in the Existing Credit Agreement) owing to the Exiting Lenders shall be repaid in full and each Exiting Lender will cease to be a “Lender” outstanding under the Existing Credit Agreement shall constitute Obligations under this Agreement and, without limiting the foregoing, the Revolving Loans, Swingline Loans, Letters of Credit and Term Loans (each under and as defined in the Existing Agreement) shall not be a Lender Revolving Loans, Swingline Loans, Letters of Credit and Term Loans, respectively, under this Agreement, (ii) and each Person listed on Schedule 2.01 Lender shall have the Commitments with respect thereto as stated in this Agreement. The Lenders acknowledge and agree that such transfer of rights and interests under the Loan Documents shall take place among the Lenders as of the Effective Date to this Agreement shall be a Lender under this Agreement with give effect to the Commitments set forth opposite its name on Schedule 2.01 herein such that each Lender holds each Loan and (iii) any Loans to be made on has a participation in the Restatement Effective Date shall be made LC Exposure and Swingline Exposure in accordance with its Commitments hereunder. The Lenders and any Existing Lender which will not continue as a Lender hereunder (an “Exiting Lender”) will make such payments among themselves as directed by the Administrative Agent to give effect to the Commitments set forth on Schedule 2.01hereunder and the Borrowers shall be liable for any breakage costs under Section 2.16. The parties hereto acknowledge that pursuant Nothing herein shall be interpreted to constitute a novation or satisfaction of the Obligations (as defined in the Existing Credit Agreement), the Parent Guaranty Agreement, dated as of February 17, 2017, between WH Group and the Administrative Agent was terminated Obligations hereunder shall be deemed a continuation thereof and is of no further force shall be entitled to the same collateral with the same priority as the Obligations under and effect and WH Group was released from its obligations thereunder and under any other Loan Documentas defined in the Existing Credit Agreement.