Common use of Amendment and Restatement Clause in Contracts

Amendment and Restatement. On the date hereof (the “Restatement Date”), the Original Revolving Loan Agreement shall be amended, restated and superseded by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement, the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Liabilities” (as defined in the Original Revolving Loan Agreement) under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this Agreement.

Amendment and Restatement. On The parties hereto agree that, on the date hereof (the “Restatement Closing Date”), the Original Revolving Loan following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be amendeddeemed to be amended and restated in its entirety pursuant to this Credit 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 Obligations outstanding hereunder; (c) the Guaranty Obligations of the Guarantors in favor the Administrative Agent, restated each Lender, each Affiliate of a Lender that enters into a Hedge Agreement or a Treasury Management Agreement with either Borrower or any Subsidiary, and superseded by each other holder of the Obligations pursuant to the Existing Credit Agreement, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; (d) all Letters of Credit outstanding under the Existing Credit Agreement on the Closing Date shall be deemed to be Letters of Credit outstanding on the Closing Date under this Credit Agreement; and (e) all references in the other Credit Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Credit Agreement. The parties hereto further acknowledge and agree that (a) this Credit Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.6 of the Existing Credit Agreement, . Each of the Revolving parties hereto has caused a counterpart of this Credit Notes delivered pursuant Agreement to this Agreement (the “Restated Notes”) and the other Financing Agreements be duly executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination as of the “Liabilities” (date first above written. BORROWERS: SPEEDWAY MOTORSPORTS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice Chairman and Chief Financial Officer SPEEDWAY FUNDING, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT GUARANTORS: ATLANTA MOTOR SPEEDWAY, LLC, a Georgia limited liability company BRISTOL MOTOR SPEEDWAY, LLC, a Tennessee limited liability company CHARLOTTE MOTOR SPEEDWAY, LLC, a North Carolina limited liability company INEX CORP., a North Carolina corporation KENTUCKY RACEWAY, LLC a Kentucky limited liability company LAS VEGAS MOTOR SPEEDWAY, LLC, a Delaware limited liability company NEVADA SPEEDWAY, LLC, a Delaware limited liability company NEW HAMPSHIRE MOTOR SPEEDWAY, INC., a New Hampshire corporation SMI SYSTEMS, LLC a Nevada limited liability company SMI TRACKSIDE, LLC, a North Carolina limited liability company SMISC HOLDINGS, INC., a North Carolina corporation SPEEDWAY MEDIA, LLC, a North Carolina limited liability company SPEEDWAY PROPERTIES COMPANY, LLC, a Delaware limited liability company SPEEDWAY SONOMA, LLC, a Delaware limited liability company TEXAS MOTOR SPEEDWAY, INC., a Texas corporation U.S. LEGEND CARS INTERNATIONAL, INC., a North Carolina corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory TSI MANAGEMENT COMPANY, LLC, a North Carolina limited liability company By: SMISC Holdings, Inc., Manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., in its capacity as defined in the Original Revolving Loan Agreement) under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent By: /s/ Xxxxxxxx X. Manduk Name: Xxxxxxxx X. Manduk Title: Assistant Vice President LENDERS: BANK OF AMERICA, N.A., in the Collateral thereunder shall from its capacity as a Lender, Swingline Lender and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative AgentIssuing Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President JPMORGAN CHASE BANK, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President SUNTRUST BANK By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Managing Director U.S. BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President REGIONS BANK By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: Senior Vice President TD BANK, N.A. By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Managing Director SPEEDWAY MOTORSPORTS, INC. Notwithstanding the modifications effected by this Agreement of the representationsAMENDED AND RESTATED CREDIT AGREEMENT RBC BANK (USA) By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Relationship Manager COMERICA BANK By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Vice President BANK OF THE WEST By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President FIRST TENNESSEE BANK By: /s/ Xxx Xxxxxx Xxxxx Name: Xxx Xxxxxx Xxxxx Title: Vice President ROYAL BANK OF CANADA By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Authorized Signatory SPEEDWAY MOTORSPORTS, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this AgreementINC.

Amendment and Restatement. On the date hereof (the “Restatement Date”)The Borrower, the Original Revolving Loan Agreement shall be amended, restated and superseded by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement, the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Liabilities” (as defined in the Original Revolving Loan Agreement) under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representationsAgent agree that, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers contained in or delivered upon (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunderi) in connection with the Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor by each of the Lenders parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 5.1, the terms and provisions of the Existing Credit Agreement shall be 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 of the Existing Credit Agreement or the Indebtedness created thereunder. The commitment of each Lender that is a party to the Existing Credit Agreement shall, on the Closing Date, automatically be deemed amended and the Administrative Agent; providedonly commitments shall be those hereunder. Without limiting the foregoing, however, that it is understood and agreed that upon the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the effectiveness hereof: (a) all loans and letters of credit thereunder incurred under the Existing Credit Agreement which are evidenced by this Agreement. All indemnification obligations of outstanding on the Borrowers pursuant Closing Date (after giving effect to the Original Revolving payments described in clause (e) below) shall continue as Loans under (and shall be governed by the terms of) this Agreement and the other Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement DateDocuments, (ab) each reference all references in the Financing Agreements “Loan Documents” (as defined in the Existing Credit Agreement) to the “Loan Credit Agreement”, ” and the “Loan and Security Agreement”, “thereunder”, “thereofDocuments” or similar words referring shall be deemed to the Loan Agreement shall mean and be a reference refer to this Agreement and the Loan Documents, (bc) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any affiliate of any Lender which are outstanding on the Closing Date (after giving effect to the payments described in clause (e) below) shall continue as Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each reference Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, Letters of Credit, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share of the aggregate of all such Obligations on the Closing Date, and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any LIBOR Rate Loans on the terms and in the Financing Agreements manner set forth in Section 4.9 hereof and (e) upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to a it under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “NoteBank Product Debt” or (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Revolving Credit NoteLoan Documents” shall mean and be a Revolving Credit Note as defined in this the Existing Credit Agreement) and each Departing Lender shall not be a Lender hereunder.

Amendment and Restatement. On the date hereof (the “Restatement Date”)The Borrowers, the Original Revolving Loan Lenders and the Administrative Agent agree that, upon (i) the execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 4.1 and 4.2, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and superseded by provisions 103 of this Agreement. The parties hereto acknowledge This Agreement is not intended to and agree that (a) this Agreement, the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Financing Agreements executed and delivered in connection herewith do shall not constitute a novation, payment and reborrowing, reborrowing or termination of the Obligations under the Existing Credit Agreement and the other Loan Documents as in effect prior to the date hereof or the Indebtedness created thereunder. The commitment of each Lender that is a party to the Existing Credit Agreement shall, on the date hereof, automatically be deemed amended and the only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “LiabilitiesLoan Documents” (as defined in the Original Revolving Loan Existing Credit Agreement) under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; “Credit Agreement” and the “Loan Documents” shall be deemed to refer to this Agreement and the Loan Documents, (b) such all obligations constituting “LiabilitiesObligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are in all respects continuing with only outstanding on the terms thereof being amended date hereof shall continue as Obligations under this Agreement and modified as provided in this Agreement; the other Loan Documents, (c) the Liens granted 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 Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s Pro Rata Share on the date hereof, and the Borrowers hereby agree to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Advance on the terms and in the Collateral pursuant to manner set forth in Section 3.4 hereof and (d) the Financing Agreements liens and security interests in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations (as defined in the Security Agreement) securing payment of such “Liabilities” the Obligations are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement with respect to all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this AgreementObligations.

Amendment and Restatement. On This Agreement is intended to amend and restate and supersede and replace in its entirety the date Existing Credit Agreement, without novation, with the Commitments set forth herein and the Lenders and L/C Issuers party hereto. Without limiting the generality of the foregoing, on the Closing Date, any Lenders party to the Existing Credit Agreement not listed on the signature pages hereof (shall cease to be Lenders, and each Lender listed on the “Restatement Date”), signature pages hereof not previously party to the Original Revolving Loan Existing Credit Agreement shall be amendedand become a Lender hereunder and shall have all of the rights and be obligated to perform all of the obligations of a Lender hereunder to the extent of its Commitment. Notwithstanding anything to the contrary contained in the Existing Credit Agreement, restated and superseded in order to effect the restructuring of the existing credit facilities as contemplated by this Agreement. The parties hereto acknowledge , (i) all Existing Letters of Credit will be deemed to be Letters of Credit in accordance with this Agreement and agree that (aii) this all accrued and unpaid interest, and all accrued and incurred and unpaid fees, costs and expenses payable under the Existing Credit Agreement, including all accrued and unpaid Letter of Credit Fees under (and as defined in) Section 2.04(h) of the Revolving Existing Credit Notes delivered pursuant to this Agreement, fronting fees under (and as described in ) Section 2.04(i) of the Existing Credit Agreement (the “Restated Notes”and all fees and expenses outstanding under Section 10.04(a) and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination Section 10.4(b) of the “Liabilities” (as defined in the Original Revolving Loan Agreement) under the Original Revolving Loan Existing Credit Agreement as in effect prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing other similar costs and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement expenses, will be part of the Loans hereunder due and payable on the terms Closing Date.. The Borrower ratifies, affirms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms acknowledges all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement Obligations in respect of the loans Existing Letters of Credit and letters related Issuer Documents, and the Lenders shall be deemed to have participating interests in the Existing Letters of credit thereunder are evidenced by this AgreementCredit and related Issuer Documents as of the Closing Date in accordance with their Applicable Percentage as reflected in Schedule 2.01 attached hereto. All indemnification obligations previously outstanding promissory notes under the Existing Credit Agreement will be deemed cancelled upon the occurrence of the Borrowers pursuant Closing Date and the issuance of the Notes hereunder. Additionally, those Lenders party hereto which are also party to the Original Revolving Loan Existing Credit Agreement shall survive hereby waive any prior notice requirement under the amendment and restatement of the Original Revolving Loan Existing Credit Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements with respect to the “Loan Agreement”, “Loan termination of commitments thereunder and Security Agreement”, “the making of any prepayments thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this Agreement.

Amendment and Restatement. On the date hereof (the “Restatement Date”), the Original Revolving Loan This Agreement shall be amended, restated become effective on the Closing Date and superseded by this Agreementshall supersede all provisions of the Existing Credit Agreement as of such date. The parties hereto acknowledge From and agree after the Closing Date (a)(i) the commitments of those Lenders under the Existing Credit Agreement that (a) this Agreement, the Revolving Credit Notes delivered pursuant to are continuing as Lenders under this Agreement (the “Restated NotesContinuing Lenders”) shall be amended as set forth on Schedule 2.1/2.2 hereto and (ii) the commitments of those “Lenders” under the Existing Credit Agreement that are not continuing as Lenders under this Agreement (the “Non‑Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, (b) all outstanding “Loans” of the Non‑Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 4.5 of the Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Closing Date) on the Closing Date (and the other Financing Agreements executed and delivered in connection herewith do not constitute a novationBorrower shall pay to each Continuing Lender all amounts, payment and reborrowingif any, or termination payable pursuant to Section 4.5 of the Existing Credit Agreement as if the outstanding Loans had been prepaid on the Closing Date), (c) all outstanding “LiabilitiesLoans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Loans and Letters of Credit hereunder, (as defined d) all references made to the Existing Credit Agreement in any Loan Document or in any other instrument or document shall, without further action, be deemed to refer to this Agreement and (e) all references made to the “Borrower” in any Loan Document or in any other instrument or document shall, without further action, be deemed to refer to the Borrower hereunder. The Lenders (other than any Non-Continuing Lenders) each agree to make such purchases and sales of interests in the Original Revolving Loan AgreementLoans and L/C Obligations outstanding on the Closing Date between themselves so that each Lender (other than any Non-Continuing Lenders) under the Original Revolving Loan Agreement is then holding its relevant Percentage of outstanding Loans and risk participation interests in outstanding L/C Obligations based on their Commitments as in effect prior after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swingline Loans and Letters of Credit ) to be made in accordance with the respective Commitments of the Lenders from time to time party to this Agreement as provided herein. This Agreement amends and restates the Existing Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the indebtedness, obligations and liabilities of the Loan Parties evidenced or provided for thereunder. Without limiting the generality of the foregoing, each Loan Party agrees that notwithstanding the execution and delivery of this Agreement, the Liens previously granted to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral Administrative Agent pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing Collateral Documents shall be and remain in full force and effect and secure the payment that any rights and remedies of the Liabilities Administrative Agent thereunder and obligations of the Loan Parties thereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged thereby (except as defined in this Agreementexpressly amended by the Loan Documents) and are hereby fully ratified shall secure all of the Borrower’s indebtedness, obligations and affirmed; liabilities to the Administrative Agent and (d) upon the effectiveness of this Agreement all loans outstanding Lenders under the Original Revolving Loan Existing Credit Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms as amended and conditions set forth in this Agreementrestated hereby. Without limitation on limiting the foregoing, each of the Borrowers parties to this Agreement hereby fully acknowledge and unconditionally ratifies agree that the “Credit Agreement” and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted “Notes” referred to PrivateBank or the Administrative Agent in the Collateral thereunder Documents shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference deemed references to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this AgreementNotes issued hereunder.

Amendment and Restatement. On (a) THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT REPLACES THE EXISTING CREDIT AGREEMENT. THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT IS NOT INTENDED TO CONSTITUTE, AND DOES NOT CONSTITUTE, A NOVATION OR SATISFACTION OF THE OBLIGATIONS REPRESENTED BY THE EXISTING CREDIT AGREEMENT. (b) Simultaneously with the date effectiveness of this Agreement on the Closing Date, the parties hereby agree that, notwithstanding the provisions regarding assignments set forth in Section 11.8 hereof (and Section 11.8 of the “Restatement Date”Existing Credit Agreement, the Commitments and Ratable Shares shall be as set forth in Schedule 1.1(B), and the Original Revolving Loan portion of the outstanding Loans and participations with respect to Letters of Credit and Swing Loans outstanding under the Existing Credit Agreement shall be amended, restated and superseded by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement, the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) reallocated in accordance with such Ratable Shares and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Financing Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment and Assumption Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Liabilities” (as defined in the Original Revolving Loan Existing Credit Agreement) under the Original Revolving Loan Agreement as in effect prior Existing Credit Agreement. Notwithstanding anything to the Restatement Date; contrary in Section 11.8 of the Existing Credit Agreement or Section 11.8 of this Agreement, no other documents or instruments, including any Assignment and Assumption Agreements, shall be executed in connection with these assignments (ball 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 and Assumption Agreement. On the Closing Date and substantially concurrently with the effectiveness of this Agreement, to the extent necessary, 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 such assignments and reallocations such that after giving effect to such settlements each Lender’s Ratable Shares with respect to the Commitments shall be as set forth on Schedule 1.1(B) of this Agreement, and the outstanding Loans and participations with respect to Letters of Credit and Swing Loans shall be held by the Lenders in accordance with such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided Ratable Shares. (c) Notwithstanding anything in this Agreement; , the terms of the Existing Credit Agreement applicable to existing Loans at the LIBOR Rate Option (c) the Liens granted as defined in the Collateral pursuant to Existing Credit Agreement) (the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and Existing LIBOR Rate Loans”) shall continue in full force and effect and secure the payment of the Liabilities shall continue to apply to each Existing LIBOR Rate Loan with an Interest Period (as defined in this the Existing Credit Agreement) and are hereby fully ratified and affirmed; and (d) upon that commenced prior to the effectiveness of this Agreement all loans outstanding under Closing Date solely until the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part expiration of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees then current Interest Period for such Existing LIBOR Rate Loan; provided that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Closing Date, (ai) each reference in the Financing Agreements Borrower shall not be permitted to request any Lender to fund, and no Lender shall fund, any Loan at the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement LIBOR Rate Option and (bii) each reference in no Loan may be continued as, or converted to, a Loan at the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this Agreement.LIBOR Rate Option. 11.16

Amendment and Restatement. On the date hereof (the “Restatement Date”), the Original Revolving Loan Agreement shall be amended, restated and superseded by this Agreement. The parties hereto acknowledge and agree that (a) this AgreementThe Credit Parties, the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) Administrative Agent and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Liabilities” (as defined in the Original Revolving Loan Agreement) under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are Lenders hereby fully ratified and affirmed; and (d) agree that upon the effectiveness of this Agreement all loans outstanding under thisthe Existing Restated Credit Agreement, the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part terms and provisions of the Loans hereunder on Existing Term Loan Facility shall behave been and hereby arethereby were amended and restated in their entirety by the terms and conditions set forth of thisthe Existing Restated Credit Agreement and the terms and provisions of the Existing Term Loan Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.23), shall be superseded by thisthe Existing Restated Credit Agreement. Without limitation on Upon the foregoing, each effectiveness of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan thisthe Existing Restated Credit Agreement, each of Credit Document that was in effect immediately prior to the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery date of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this AgreementAgreementClosing Date shall continue to be effective on its terms unless otherwise expressly stated herein. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement shall survive (b) Notwithstanding the amendment and restatement of the Original Revolving Existing Term Loan Agreement pursuant Facility by thisthe Existing Restated Credit Agreement, the Credit Parties shall continue to this Agreement. On be liable (i) to each Indemnified Person with respect to agreements on their part under the Existing Term Loan Facility to indemnify and after hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Restatement Date, (a) each reference Administrative Agent and the Lenders may be subject arising in connection with the Financing Agreements to the “Existing Term Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement Facility and (bii) each reference in for the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note Obligations (as defined in this Agreement.the Existing Term Loan Facility) of the Borrower and the other Credit Parties under the Existing Term Loan Facility and the other Credit Documents (as defined in the Existing Term Loan Facility) that remain unpaid and outstanding as of the date of thisthe Existing Restated Credit Agreement and such Obligations shall continue to exist under and be evidenced by thisthe Existing Restated Credit Agreement and the other Credit Documents. ThisThe Existing Restated Credit Agreement iswas given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Term Loan Facility and iswas not intended to constitute a novation of the Existing Term Loan Facility. 13.24

Amendment and Restatement. On The parties to the date hereof (Existing Credit Agreement, to the “Restatement Date”)extent party hereto, the Original Revolving Loan each hereby agree that, at such time as this Agreement shall have become effective pursuant to the terms of Section 5.1, (a) the Existing Credit Agreement automatically shall be amended, deemed amended and restated and superseded in its entirety by this Agreement. The parties hereto acknowledge , and agree that (a) this Agreement, the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Liabilities” (as defined in the Original Revolving Loan Agreement) under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing the Commitments and Loans under the Existing Credit Agreement and as defined therein automatically shall be replaced with only the terms thereof being amended Commitments and modified as provided in this Loans hereunder. This Agreement is not a novation of the Existing Credit Agreement; . On the Closing Date, (ci)(x) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all Credit Parties shall prepay any dollar tranche revolving 157 CHAR1\1858015v1CHAR1\1858015v2 credit loans outstanding under the Original Existing Credit Agreement to the extent necessary to keep the outstanding Dollar Tranche Revolving Loan Agreement immediately before Credit Loans ratable with the effectiveness of this Agreement will be part revised Dollar Tranche Revolving Credit Commitments as of the Loans hereunder on Closing Date, and (y) the terms dollar tranche revolving credit loans and conditions set forth in this Agreement. Without limitation on dollar tranche revolving credit commitments made by the foregoinglenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, each as of the Borrowers hereby fully and unconditionally ratifies and affirms all of Closing Date, the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit respective Dollar Tranche Revolving Credit Commitments of the Lenders shall be as set forth on Schedule 1.1(b) and (ii)(x) the Administrative Agent. Notwithstanding Credit Parties shall prepay any designated currency tranche revolving credit loans outstanding under the modifications effected by this Existing Credit Agreement to the extent necessary to keep the outstanding Designated Currency Tranche Revolving Credit Loans ratable with the revised Designated Currency Tranche Revolving Credit Commitments as of the representationsClosing Date, warranties and covenants (y) the designated currency tranche revolving credit loans and designated currency tranche revolving credit commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Borrowers contained in Closing Date, the Original respective Designated Currency Tranche Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor Credit Commitments of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreementshall be as set forth on Schedule 1.1(b). All indemnification obligations of the Borrowers pursuant [Signature pages to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this Agreement.followomitted] 158

Amendment and Restatement. On the date hereof (the “Restatement Date”)The Borrower, the Original Revolving Loan Banks and the Administrative Agent agree that, upon (i) the execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and superseded by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement, the Revolving Credit Notes delivered pursuant to provisions of this Agreement (and each Departing Bank shall cease to be a party to the “Restated Notes”) Existing Credit Agreement as evidenced by its execution and the other Financing Agreements executed delivery of its Departing Bank Signature Page. This Agreement is not intended to and delivered in connection herewith do shall not constitute a novation, payment and reborrowing, reborrowing or termination of the Obligations under the Existing Credit Agreement and the other Credit Documents as in effect prior to the date hereof or the Indebtedness created thereunder. All “LiabilitiesLoans” made and “Obligations” incurred under (and defined in) the Existing Credit Agreement which are outstanding on the Effective Date shall constitute Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Credit Documents. The commitment of each Bank that is a party to the Existing Credit Agreement shall, on the date hereof, automatically be deemed amended and the only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Credit Documents” (as defined in the Original Revolving Loan Existing Credit Agreement) under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; “Credit Agreement” and the “Credit Documents” shall be deemed to refer to this Agreement and the Credit Documents, (b) such all obligations constituting “LiabilitiesObligations” under the Existing Credit Agreement with any Bank or any Affiliate of any Bank which are in all respects continuing with only outstanding on the terms thereof being amended date hereof shall continue as Obligations under this Agreement and modified as provided in this Agreement; the other Credit Documents, (c) the Liens granted Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Bank’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of each Bank’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Bank hereunder reflect such Bank’s Commitments on the date hereof, and the Borrower hereby agrees to compensate each Bank and each Departing Bank for any and all losses, costs and expenses incurred by such Bank or Departing Bank in connection with the sale and assignment of any Eurodollar Loan on the terms and in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are manner set forth in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; Section 2.11 hereof and (d) upon the effectiveness existing “Loans” under the Existing Credit Agreement of each Departing Bank shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Bank’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Bank shall not be a Bank hereunder. In Witness Whereof, the parties hereto have caused this Agreement all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will to be part duly executed and delivered as of the Loans hereunder on the terms day and conditions set forth in this Agreementyear first above written. Without limitation on the foregoingBORROWER: BLACK HILLS CORPORATION, each of the Borrowers hereby fully a South Dakota corporation By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President and unconditionally ratifies Chief Financial Officer Signature Page to Amended and affirms all of the Financing AgreementsRestated Credit Agreement JPMORGAN CHASE BANK, N.A., as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall and a Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Officer Signature Page to Amended and Restated Credit Agreement U.S. BANK NATIONAL ASSOCIATION, as a Bank By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director Signature Page to Amended and Restated Credit Agreement BANK OF AMERICA, N.A., as a Bank By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Assistant Vice President Signature Page to Amended and Restated Credit Agreement COBANK, ACB, as a Bank By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President Signature Page to Amended and Restated Credit Agreement The undersigned Departing Bank hereby acknowledges and agrees that, from and after the date hereof secure all Liabilities hereunder but in favor Effective Date, it is no longer a party to the Existing Credit Agreement or any of the Administrative Agent for the ratable benefit of the Lenders Credit Documents executed in connection therewith and the Administrative Agent. Notwithstanding the modifications effected by will not be a party to this Agreement except for purposes of the representationsacknowledging it is a Departing Bank. MUFG BANK, warranties LTD., (formerly The Bank of Tokyo-Mitsubishi UFJ, LTD.), as a Departing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director Signature Page to Amended and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers Restated Credit Agreement The undersigned Departing Bank hereby acknowledges and agrees that that, from and after the Effective Date, it is no longer a party to the Existing Credit Agreement or any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations Credit Documents executed in connection therewith and warranties will not be a party to this Agreement except for purposes of acknowledging it is a Departing Bank. XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Departing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director Signature Page to Amended and Restated Credit Agreement The undersigned Departing Bank hereby acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Existing Credit Agreement or any of the Borrowers contained in or delivered (including representations and warranties delivered Credit Documents executed in connection with therewith and will not be a party to this Agreement except for purposes of acknowledging it is a Departing Bank. ROYAL BANK OF CANADA, as a Departing Bank By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Authorized Signatory Signature Page to Amended and Restated Credit Agreement The undersigned Departing Bank hereby acknowledges and agrees that, from and after the making Effective Date, it is no longer a party to the Existing Credit Agreement or any of the loans or other extensions of credit thereunder) Credit Documents executed in connection with therewith and will not be a party to this Agreement except for purposes of acknowledging it is a Departing Bank. THE BANK OF NOVA SCOTIA, as a Departing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director The undersigned Departing Bank hereby acknowledges and agrees that, from and after the Original Loan Effective Date, it is no longer a party to the Existing Credit Agreement or any of the Credit Documents executed in connection therewith and will not be a party to this Agreement except for purposes of acknowledging it is a Departing Bank. SCOTIABANK (IRELAND) DESIGNATED ACTIVITY COMPANY, as a Departing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Risk Officer & Managing Director Signature Page to Amended and Restated Credit Agreement EXHIBIT A NOTE , 20 FOR VALUE RECEIVED, the undersigned, Black Hills Corporation, a South Dakota corporation (“Borrower”), promises to pay to the order of [ ] (the “Bank”) on the Termination Date of the hereinafter defined Credit Agreement, at the principal office of JPMorgan Chase Bank, N.A., in accordance with Section 4.1 of the Credit Agreement (as hereafter defined), the aggregate unpaid principal amount of all Loans made by the Bank to the Borrower pursuant to the Credit Agreement, together with interest on the principal amount of each Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement. The Bank shall survive record on its books or records or on a schedule attached to this Note, which is a part hereof, each Loan made by it pursuant to the execution Credit Agreement, together with all payments of principal and delivery interest and the principal balances from time to time outstanding hereon, whether the Loan is a Base Rate Loan or a Eurodollar Loan, and the interest rate and Interest Period applicable thereto, provided that prior to the transfer of this Agreement but in favor Note all such amounts shall be recorded on a schedule attached to this Note. The record thereof, whether shown on such books or records or on a schedule to this Note, shall be prima facie evidence of the Lenders and the Administrative Agentsame; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect failure of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations Bank to record any of the Borrowers foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower to repay all Loans made to it pursuant to the Original Revolving Loan Credit Agreement shall survive the amendment and restatement together with accrued interest thereon. This Note is one of the Original Revolving Loan Notes referred to in the Amended and Restated Credit Agreement dated as of July 30, 2018, among, inter alia, the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent; U.S. Bank National Association, as Syndication Agent; and the financial institutions party thereto (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and this Note and the holder hereof are entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the internal laws of the State of New York. Prepayments may be made hereon and this Note may be declared due prior to the expressed maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement. The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder. BORROWER: BLACK HILLS CORPORATION, a South Dakota corporation By: Name: Title: EXHIBIT B COMPLIANCE CERTIFICATE This Compliance Certificate is furnished to JPMorgan Chase Bank, N.A., as Administrative Agent pursuant to the Amended and Restated Credit Agreement dated as of July 30, 2018, among, inter alia, Black Hills Corporation, a South Dakota corporation (“Borrower”), JPMorgan Chase Bank, N.A., as Administrative Agent; U.S. Bank National Association, as Syndication Agent; and the financial institutions party thereto (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this Agreement.THE UNDERSIGNED HEREBY CERTIFIES THAT:

Amendment and Restatement. On the date hereof (the “Restatement Date”), the Original Revolving Loan This Agreement shall be amendedbecome effective on the Effective Date and shall supersede all provisions of the Existing Credit Agreement as of such date. From and after the Effective Date, restated and superseded by this Agreement. The parties hereto acknowledge and agree (a)(i) the commitments of those Lenders under the Existing Credit Agreement that (a) this Agreement, the Revolving Credit Notes delivered pursuant to are continuing as Lenders under this Agreement (the “Restated Notes”Continuing Lenders” ) shall be amended as set forth on Schedule 1 hereto and (ii) the other Financing Agreements executed and delivered in connection herewith do commitments of those “Lenders” under the Existing Credit Agreement that are not constitute a novation, payment and reborrowing, or termination of continuing as Lenders under this Agreement (the “LiabilitiesNon-Continuing Lenders” (as defined in ) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the Original Revolving Loan Agreement) respective Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Original Revolving Loan Existing Credit Agreement as in effect immediately prior to the Restatement DateEffective Date (the “New Lenders” ); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.12 hereof of the Existing Credit Agreement in connection with such “Liabilities” are in payment, and all respects continuing with only fees accrued under the terms thereof being amended Existing Credit Agreement through the Effective Date) on the Effective Date (and modified the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 hereof of the Existing Credit Agreement as provided in this Agreementif the outstanding Revolving Loans had been prepaid on the Effective Date); and (c) all outstanding “Revolving Loans” of the Liens granted Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Revolving Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing Revolving Loans and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans L/C Obligations outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms Effective Date between themselves so that each Continuing Lender and conditions set forth New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in this Agreement. Without limitation outstanding L/C Obligations based on the foregoing, each of the Borrowers hereby fully their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder sales shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or be arranged through the Administrative Agent and its successors each Lender hereby agrees to execute such further instruments and assigns arising out of documents, if any, as the representations and warranties of the Borrowers contained in or delivered (including representations and warranties delivered Administrative Agent may reasonably request in connection therewith), with the making of the loans or other all subsequent extensions of credit thereunderunder this Agreement (including, without limitation, participations in respect of all Swing Swingline Loans and Letters of Credit) to be made in connection accordance with the Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor respective Revolving Credit Commitments of the Lenders and from time to time party to this Agreement as provided herein. All references made to the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant any Credit Document or in any other instrument or document shall, without more, be deemed to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant refer to this Agreement. On This Agreement amends and after restates the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Existing Credit Agreement and (b) each reference in is not intended to be or operate as a novation or an accord and satisfaction of the Financing Agreements to a “Note” -112- Existing Credit Agreement or “Revolving Credit Note” shall mean the indebtedness, obligations and be a Revolving Credit Note as defined in this Agreement.liabilities of the Borrower, or any Guarantor evidenced or provided for thereunder. [S IGNATURE PAGES TO FOLLOW ] -113-

Amendment and Restatement. On The parties hereto agree that, on the date hereof (the “Restatement Closing Date”), the Original Revolving Loan following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be amendeddeemed to be amended and restated in its entirety pursuant to this Agreement, restated (b) all Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement shall be deemed to be Obligations outstanding hereunder and superseded by 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 deemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that (a) this Agreement, the Revolving Credit Notes delivered pursuant to this Agreement (constitutes an amendment to the “Restated Notes”) Existing Credit Agreement made under and in accordance with the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination terms of Section 11.01 of the “Liabilities” (as defined in the Original Revolving Loan Existing Facility Agreement) under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all . All revolving loans outstanding under the Original Revolving Loan Existing Credit Agreement immediately before prior to the effectiveness of this Agreement will be part 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 on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each as of the Borrowers hereby fully Closing Date and unconditionally ratifies and affirms all of the Financing Agreementsin connection therewith, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of 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 and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations revolving loans outstanding under the Original Revolving Loan Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant immediately prior to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant Closing Date have been reallocated as necessary to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements give effect to the “Loan Agreement”Revolving Commitments, “Loan and Security Agreement”, “thereunder”, “thereof” such reallocations shall be effective on the Closing Date and do not require any Assignment and Assumption or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this Agreementany other action of any Person.

Amendment and Restatement. On the date hereof (the “Restatement Date”)The Credit Parties, the Original Revolving Loan Agreement shall be amended, restated and superseded by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement, the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Liabilities” (as defined in the Original Revolving Loan Agreement) under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representationsAgents agree that, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive upon the execution and delivery of this Agreement but in favor by each of the Lenders parties hereto, the terms and provisions of the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Existing Term Loan Agreement shall be and hereby are amended, superseded and restated in respect their entirety by the terms and provisions of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations This Agreement is not intended to and shall not constitute a novation of the Borrowers pursuant to the Original Revolving Existing Term Loan Agreement shall survive or the amendment and restatement of Obligations created thereunder. Without limiting the Original Revolving Loan Agreement pursuant to this Agreement. On and after foregoing, upon the Restatement Date, effectiveness hereof: (a) each reference all loans incurred under the Existing Term Loan Agreement that are outstanding on the Repricing Effective Date shall continue as Term Loans under (and shall be governed by the terms of) this Agreement and the other Loan Documents, (b) all references in the Financing Agreements “Loan Documents” (as defined in the Existing Term Loan Agreement) to the “Term Loan Agreement”, ” and the “Loan and Security Agreement”, “thereunder”, “thereofDocuments” or similar words referring shall be deemed to the Loan Agreement shall mean and be a reference refer to this Agreement and the Loan Documents and (bc) each reference in all obligations constituting “Obligations” under the Financing Agreements Existing Term Loan Agreement with any Lender which are outstanding on the Repricing Effective Date shall continue as Obligations under this Agreement and the other Loan Documents. SCHEDULE 2.01 COMMITMENTS AND LENDERS Lender Commitment Citibank, N.A. $ 500,000,000 Schedule 2.01 to Term Loan Agreement SCHEDULE 3.01 CORPORATE STATUS Group Party Jurisdiction(s) Offshore Group Investment Limited Cayman Islands Vantage Drilling Company Cayman Islands Vantage Holding Hungary Kft. Hungary Vantage Drilling Netherlands B.V. Netherlands Vantage International Management Co. Cayman Islands Vantage Driller I Co Cayman Islands Vantage Driller II Co Cayman Islands Vantage Driller III Co Cayman Islands Vantage Driller IV Co. Cayman Islands Emerald Driller Company Cayman Islands Sapphire Driller Company Xxxxxx Xxxxxxx X0000 Xxx Xx. Xxxxxx Xxxxxxx P2020 Rig Co. Cayman Islands Vantage Holdings Malaysia I Co. Cayman Islands Vantage Drilling (Malaysia) I Sdn. Bhd. Malaysia Vantage Drilling Labuan I Ltd. Malaysia Vantage Holdings Cyprus ODC Limited Cyprus Vantage Drilling Poland—Luxembourg Branch Luxembourg Branch of a “Note” Polish limited liability company Dragonquest Holdings Company Cayman Islands Tungsten Explorer Company Cayman Islands Vantage Deepwater Company Cayman Islands Vantage Deepwater Drilling, Inc. Delaware, Louisiana Vantage Delaware Holdings, LLC Delaware Schedule 3.01 to Term Loan Agreement SCHEDULE 3.03 NO VIOLATION – NO CONDITIONS None. Schedule 3.03 to Term Loan Agreement SCHEDULE 3.04 LITIGATION None. Schedule 3.04 to Term Loan Agreement SCHEDULE 3.12(A) SUBSIDIARIES Name of Subsidiary Direct or “Revolving Credit Note” shall mean Indirect Ownership Interests of the Parent (and be a Revolving Credit Note as defined in this AgreementPercentage of all Outstanding Interests Owned) Borrower, Guarantor or Unrestricted Subsidiary Offshore Group Investment Limited 1 / ordinary (100%) Borrower Vantage Delaware Holdings, LLC membership interests (100%) Borrower Vantage Holding Hungary Kft. N/A (100%) Guarantor Vantage Drilling Netherlands B.V. 180 (100%) Guarantor Vantage International Management Co. 1 / ordinary (100%) Guarantor Vantage Driller I Co 1 / ordinary (100%) Guarantor Vantage Driller II Co 1 / ordinary (100%) Guarantor Vantage Driller III Co 1 / ordinary (100%) Guarantor Vantage Driller IV Co. 1 / ordinary (100%) Guarantor Emerald Driller Company 1 / ordinary (100%) Guarantor Sapphire Driller Company 1 / ordinary (100%) Guarantor P2021 Rig Co. 1 / ordinary (100%) Guarantor P2020 Rig Co. 1 / ordinary (100%) Guarantor Vantage Holdings Malaysia I Co. 1 / ordinary (100%) Guarantor Vantage Drilling (Malaysia) I Sdn. Bhd. 657,540 / ordinary (100%) Guarantor Vantage Drilling Labuan I Ltd. 50,100 / ordinary (100%) Guarantor Vantage Holdings Cyprus ODC Limited 1,280 / ordinary, 1,000 / ordinary and 100 / ordinary (100%) Guarantor Vantage Drilling Poland-Luxembourg Branch 32,246 / ordinary (100%) Guarantor Dragonquest Holdings Company 1 / ordinary (100%) Guarantor Schedule 3.12(A) to Term Loan Agreement Name of Subsidiary Direct or Indirect Ownership Interests of the Parent (and Percentage of all Outstanding Interests Owned) Borrower, Guarantor or Unrestricted Subsidiary Tungsten Explorer Company 1 / ordinary (100%) Guarantor Vantage Deepwater Company 1 / ordinary (100%) Guarantor Vantage Deepwater Drilling, Inc. 1 / ordinary (100%) Guarantor Vantage Driller V Co. 1 / ordinary (100%) Unrestricted Subsidiary Vantage Driller VI Co. 1 / ordinary (100%) Unrestricted Subsidiary Vantage Deepwater Holdings Company 1 / ordinary (100%) Unrestricted Subsidiary Vantage Energy Services, Inc. 100 / ordinary (100%) Unrestricted Subsidiary Vantage International Payroll Company 1 / ordinary (100%) Unrestricted Subsidiary Vantage International Management Co Pte Ltd 1 / ordinary (100%) Unrestricted Subsidiary Schedule 3.12(A) to Term Loan Agreement SCHEDULE 3.12(B) CAPITALIZATION – LIENS ON EQUITY INTERESTS None. Schedule 3.12(B) to Term Loan Agreement SCHEDULE 3.12(C) CAPITALIZATION – AUTHORIZED OR OUTSTANDING INTERESTS None. Schedule 3.12(C) to Term Loan Agreement SCHEDULE 3.15 ENVIRONMENTAL LAWS None. Schedule 3.15 to Term Loan Agreement SCHEDULE 3.19 PERMITS None. Schedule 3.19 to Term Loan Agreement SCHEDULE 3.26 RESTRICTIONS ON PAYMENTS OF DIVIDENDS None. Schedule 3.26 to Term Loan Agreement SCHEDULE 6.06(h) ADDITIONAL PARTIAL VESSEL SALE PROVISIONS None. Schedule 6.06(h) to Term Loan Agreement SCHEDULE 6.18(d) POST-CLOSING ACTIONS None.

Amendment and Restatement. On the date hereof (the “Restatement Date”), the Original Revolving Loan This Agreement shall be amendedbecome effective on the Effective Date and shall supersede all provisions of the Existing Credit Agreement as of such date. From and after the Effective Date, restated and superseded by this Agreement. The parties hereto acknowledge and agree (a)(i) the commitments of those Lenders under the Existing Credit Agreement that (a) this Agreement, the Revolving Credit Notes delivered pursuant to are continuing as Lenders under this Agreement (the “Restated NotesContinuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the other Financing Agreements executed and delivered in connection herewith do commitments of those “Lenders” under the Existing Credit Agreement that are not constitute a novation, payment and reborrowing, or termination of continuing as Lenders under this Agreement (the “LiabilitiesNon-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” (as defined in the Original Revolving Loan Agreement) under the Original Revolving Loan Existing Credit Agreement as in effect immediately prior to the Restatement DateEffective Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.12 hereof of the Existing Credit Agreement in connection with such “Liabilities” are in payment, and all respects continuing with only fees accrued under the terms thereof being amended Existing Credit Agreement through the Effective Date) on the Effective Date (and modified the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 hereof of the Existing Credit Agreement as provided in this Agreementif the outstanding Revolving Loans had been prepaid on the Effective Date); and (c) all outstanding “Revolving Loans” of the Liens granted Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Revolving Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing Revolving Loans and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans L/C Obligations outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms Effective Date between themselves so that each Continuing Lender and conditions set forth New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in this Agreement. Without limitation outstanding L/C -129- Obligations based on the foregoing, each of the Borrowers hereby fully their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder sales shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or be arranged through the Administrative Agent and its successors each Lender hereby agrees to execute such further instruments and assigns arising out of documents, if any, as the representations and warranties of the Borrowers contained in or delivered (including representations and warranties delivered Administrative Agent may reasonably request in connection therewith), with the making of the loans or other all subsequent extensions of credit thereunderunder this Agreement (including, without limitation, participations in respect of all Swingline Loans and Letters of Credit) to be made in connection accordance with the Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor respective Revolving Credit Commitments of the Lenders and from time to time party to this Agreement as provided herein. All references made to the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant any Credit Document or in any other instrument or document shall, without more, be deemed to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant refer to this Agreement. On This Agreement amends and after restates the Restatement DateExisting Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the indebtedness, (a) each reference in obligations and liabilities of the Financing Agreements Borrower, or any Guarantor evidenced or provided for thereunder. [SIGNATURE PAGES TO FOLLOW] Signature Page to Xxxxx Xxxx LaSalle Finance B.V. Second Amended and Restated Multicurrency Credit Agreement IN WITNESS WHEREOF, the “Loan Agreement”, “Loan parties hereto have caused their duly authorized officers to execute and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to deliver this Agreement as of the date first above written. XXXXX LANG LASALLE FINANCE B.V. By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE INCORPORATED, as Guarantor By ____________________________________ Title _________________________________ XXXXX LANG LASALLE CO-INVESTMENT, INC., as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE INTERNATIONAL, INC., as Guarantor By ____________________________________ Title _________________________________ LASALLE INVESTMENT MANAGEMENT, INC., as Guarantor By ____________________________________ Title _________________________________ Signature Page to Xxxxx Lang LaSalle Finance B.V. Second Amended and (b) each reference in the Financing Agreements to a “Note” or “Revolving Restated Multicurrency Credit Note” shall mean and be a Revolving Credit Note Agreement XXXXX XXXX LASALLE AMERICAS, INC., as defined in this AgreementGuarantor By ____________________________________ Title _________________________________ XXXXX LANG LASALLE LIMITED, as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE SE, as Guarantor By ____________________________________ Title _________________________________ XXXXX LANG LASALLE NEW ENGLAND LLC, as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE BROKERAGE, INC., as Guarantor By ____________________________________ Title _________________________________

Amendment and Restatement. On the date hereof (the “Restatement Date”)The Borrowers, the Original Revolving Loan Lenders and the Administrative Agent agree that, upon (i) the execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 4.1 and 4.2, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and superseded by provisions of this Agreement. The parties hereto acknowledge This Agreement is not intended to and agree that (a) this Agreement, the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Financing Agreements executed and delivered in connection herewith do shall not constitute a novation, payment and reborrowing, reborrowing or termination of the Obligations under the Existing Credit Agreement and the other Loan Documents as in effect prior to the date hereof or the Indebtedness created thereunder. The commitment of each Lender that is a party to the Existing Credit Agreement shall, on the date hereof, automatically be deemed amended and the only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “LiabilitiesLoan Documents” (as defined in the Original Revolving Loan Existing Credit Agreement) under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; “Credit Agreement” and the “Loan Documents” shall be deemed to refer to this Agreement and the Loan Documents, (b) such all obligations constituting “LiabilitiesObligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are in all respects continuing with only outstanding on the terms thereof being amended date hereof shall continue as Obligations under this Agreement and modified as provided in this Agreement; the other Loan Documents, (c) the Liens granted 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 Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s Pro Rata Share on the date hereof, and the Borrowers hereby agree to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Advance on the terms and in the Collateral pursuant to manner set forth in Section 3.4 hereof and (d) the Financing Agreements liens and security interests in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations (as defined in the Security Agreement) securing payment of such “Liabilities” the Obligations are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement with respect to all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this AgreementObligations.

Amendment and Restatement. On The parties hereto agree that, on the date hereof (the “Restatement Date”), the Original Revolving Loan following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be amendeddeemed to be amended and restated in its entirety in the form of this Agreement; (b) all Obligations under the Existing Credit Agreement outstanding on the Restatement Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the Guaranties and other Collateral Documents, restated including the Liens created thereunder in favor of GE Capital (in its capacity as agent under the Existing Credit Agreement) for the benefit of the Lenders as assigned to SunTrust Administrative Agent and superseded by securing payment of the Obligations under this Agreement, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; (d) all Existing Letters of Credit outstanding under the Existing Credit Agreement on the Restatement Date shall be deemed to be Letters of Credit outstanding on the Restatement Date under this Agreement; 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. The parties hereto further acknowledge and agree that (a) this Agreement, the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination constitutes an amendment of the “Liabilities” (as defined Existing Credit Agreement made under and in the Original Revolving Loan Agreement) under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing accordance with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment Section 9.2 of the Liabilities (as defined in this Existing Credit Agreement) and are hereby fully ratified and affirmed; and (d) upon . Witness the effectiveness of this Agreement all loans outstanding under due execution hereof by the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part respective duly authorized officers of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each undersigned as of the Borrowers hereby fully date first written above. TRANSACTION NETWORK SERVICES, INC. as Borrower, and unconditionally ratifies and affirms all of the Financing AgreementsTNS, INC., as amendeda Credit Party By: /s/ Xxxxx X. Xxxxxx, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Xx. Name: Xxxxx X. Xxxxxx, Xx. Title: Chief Executive Officer SUNTRUST BANK, as Agent, Co-Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties an L/C Issuer and covenants of the Borrowers contained in the Original Revolving Loan Agreementa Lender By: /s/ Xxxxxxx X. X’Xxxxx Name: Xxxxxxx X. X’Xxxxx Title: Managing Director GENERAL ELECTRIC CAPITAL CORPORATION, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the as Co-Administrative Agent and its successors a Lender By: /s/ Xxxxxxx X’Xxxxx Name: Xxxxxxx X’Xxxxx Title: Duly Authorized Signatory [Signature Page to TNS Amended and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Restated Credit Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant ] ANNEX A to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this Agreement.AMENDED AND RESTATED CREDIT AGREEMENT

Amendment and Restatement. On the date hereof (the “Restatement Date”), the Original Revolving Loan Agreement shall be amended, restated This Amended and superseded by this Agreement. The parties hereto acknowledge Restated Promissory Note amends and agree that (a) this Agreement, the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Liabilities” (as defined in the Original Revolving Loan Agreement) under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on restates the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all obligations of the Financing AgreementsBorrower under that certain Promissory Note dated May 21, 1992, as amended, and agrees that all security interests granted amended (the "Original Note") from Borrower to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative AgentLender. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers Nothing contained in AMENDED AND RESTATED 02-11-1997 PROMISSORY NOTE Page 2 (Continued) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- this Amended and Restated Promissory Note shall be deemed to create or represent the Original Revolving Loan Agreement, each issuance of the Borrowers acknowledges and agrees that any choses in action new indebtedness or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced exchange by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement shall survive the amendment and restatement Borrower of the Original Revolving Loan Agreement pursuant Note for a new Promissory Note. GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to this Agreementthe extent allowed by law, waive any applicable statute of limitations, presentment, demand for payment, protest and notice of dishonor. On and after the Restatement Date, (a) each reference Upon any change in the Financing Agreements terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan, or release any party or guarantor or collateral; or impair, fail to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” realize upon or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference perfect Lender's security interest in the Financing Agreements collateral; and take any other action deemed necessary by Lender without the consent of or notice to a “Note” anyone. All such parties also agree that Lender may modify this loan without the consent of or “Revolving Credit Note” shall mean notice to anyone other than the party with whom the modification is made. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE. BORROWER: Spectrian Corporation By: /s/ Xxxxxxx X. Xxxxxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxxxxx , Title: President and be a Revolving Credit Note as defined in this Agreement.CEO -------------------------------- ---------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- DISBURSEMENT REQUEST AND AUTHORIZATION -------------------------------------------------------------------------------- --------------------------------------------------------------------------------

Amendment and Restatement. On the date hereof (the “Restatement Date”), the Original Revolving Loan Agreement shall be amended, restated and superseded by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement, the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Liabilities” (as defined in the Original Revolving Loan Agreement) under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank CIBC or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank CIBC or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this Agreement.-121-

Amendment and Restatement. On The undersigned Xxxxxxx, to the date hereof (extent a party to the “Restatement Date”), the Original Revolving Loan Agreement shall be amended, restated and superseded by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement, the Existing Revolving Credit Notes delivered pursuant to this Agreement (the “Restated NotesExisting Lenders”) ), agree and acknowledge that in connection with the amendment and restatement of the Existing Revolving Credit Agreement pursuant hereto, the Borrower, the Administrative Agent and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination Existing Lenders shall make adjustments to (i) the outstanding principal amount of the “LiabilitiesRevolving Loans” (as defined in the Original Existing Revolving Loan Credit Agreement), but not any interest accrued thereon prior to the Effective Date or any accrued facility fees under the Existing Revolving Credit Agreement prior to the Effective Date, including the borrowing of such additional “Revolving Loans” (which may include “SOFR Loans”, as defined in the Existing Revolving Credit Agreement) and the repayment of “Revolving Loans” thereunder (which may include the prepayment or conversion of “SOFR Loans” thereunder) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Loans by each Lender in the amount of its new Applicable Percentage of all Revolving Loans as of the Effective Date, and (ii) participations in any outstanding “Letters of Credit” (as defined in the Existing Revolving Credit Agreement) issued under the Existing Revolving Credit Agreement, including the Letter of Credit listed on Schedule III attached hereto (the “Existing Letters of Credit”) to provide for each Lender’s participation in such Existing Letters of Credit equal to such Lender’s new Applicable Percentage of the aggregate amount available to be drawn under each such Existing Letter of Credit as of the Effective Date. In connection with the foregoing (a) each Existing Lender shall be deemed to have made an assignment of its outstanding “Revolving Loans” and “Commitments” (as defined in the Existing Revolving Credit Agreement) under the Original Existing Revolving Loan Agreement as in effect prior to Credit Agreement, and assumed outstanding Revolving Loans and Commitments of other Existing Lenders under the Restatement Date; (b) such “Liabilities” are in Existing Revolving Credit Agreement, all respects continuing with only at the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment request of the Liabilities (Borrower, as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will may be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on necessary to effect the foregoing, and each of the Borrowers Existing Lender hereby fully and unconditionally ratifies and affirms all of the Financing Agreementswaives any right to any reimbursement under Section 2.21 hereof with respect thereto, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder as of the Financing Agreements to a “Note” or “Effective Date for all purposes hereof. Each of the undersigned Existing Lenders, waives any requirement under the Existing Revolving Credit Note” shall mean and be a Revolving Credit Note as defined Agreement that notice with respect to any such borrowing, prepayment or other transaction described in this AgreementSection 10.16 be given.

Amendment and Restatement. On This Agreement amends and restates the date hereof (the “Restatement Date”), the Original Revolving Loan Existing Credit Agreement shall be amended, restated and superseded by this Agreementin its entirety. The parties hereto acknowledge and agree Borrower hereby agrees that (a) this Agreement, the Revolving Debt outstanding under the Existing Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Liabilities” Loan Documents (as defined in the Original Revolving Loan Existing Credit Agreement; together with the Existing Credit Agreement, the "Existing Credit Documents") under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; and all accrued and unpaid interest thereon and (b) such “Liabilities” are in all respects continuing with only accrued and unpaid fees under the terms thereof being amended Existing Credit Documents, shall be deemed to be outstanding under and modified as provided in governed by this Agreement; (c) . Borrower hereby acknowledges, warrants, represents and agrees that this Agreement is not intended to be, and shall not be deemed or construed to be, a novation or release of the Liens granted in Existing Credit Documents. Each Lender which is a Lender under the Collateral pursuant Existing Credit Documents hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the loans thereunder, ratable reductions of the commitments of Lenders under the Existing Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the Financing Agreements securing payment of extent that any such “Liabilities” prepayment, reductions or payments are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) required to ensure that, upon the effectiveness of this Agreement all Agreement, the loans of the Lenders shall be outstanding on a ratable basis in accordance with their respective Pro Rata Share. Each Lender hereby authorizes Administrative Agent and Borrower to request Borrowings from Lenders, to make prepayment of the loans under the Original Revolving Loan Agreement immediately before Existing Credit Documents and to reduce the commitments under the Existing Credit Documents among Lenders in order to ensure that, upon the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) Lenders shall be outstanding on a ratable basis in connection accordance with the Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this Agreementtheir respective Pro Rata Share.

Amendment and Restatement. Pursuant to Section 10.01 of the Existing Credit Agreement, KeyBank as Administrative Agent under, and as defined in, the Existing Credit Agreement and each Lender under, and as defined in, the Existing Credit Agreement (including, for the avoidance of doubt, the Exiting Lenders) hereby consents to the amendment and restatement of the Existing Credit Agreement pursuant to the terms of this Agreement, the amendment and restatement of the Existing Guaranty pursuant to the terms of the Guaranty, the amendment and restatement of the Existing Pledge Agreement pursuant to the terms of the Pledge Agreement and amendment and restatement of the Existing Intra-Company Loan Subordination Agreement pursuant to the terms of the Intra-Company Loan Subordination Agreement. On the date hereof (the “Restatement Closing Date”), the Original Revolving Loan Existing Credit Agreement shall be amended, amended and restated and superseded in its entirety by this Agreement, and each of the Existing Credit Agreement, the Existing Guaranty, the Existing Pledge Agreement and the Existing Intra-Company Loan Subordination Agreement shall be amended and restated in its entirety by the Guaranty, the Pledge Agreement and the Intra-Company Loan Subordination Agreement, respectively, and, except as specifically set forth herein and therein, shall thereafter be of no further force and effect and shall be deemed replaced and superseded in all respects by this Agreement, the Guaranty, the Pledge Agreement and the Intra-Company Loan Subordination Agreement, as applicable. The parties hereto acknowledge and agree that (a) entering into this Agreement, the Revolving Credit Notes delivered pursuant to this Guaranty, the Pledge Agreement (the “Restated Notes”) and the other Financing Agreements executed and delivered in connection herewith do Intra-Company Loan Subordination Agreement, does not constitute a novation, payment and reborrowing, or termination novation of the “Liabilities” Existing Credit Agreement or the other Loan Documents (as defined in the Original Revolving Existing Credit Agreement) or a novation, termination, extinguishment or discharge of the “Obligations” under the Existing Credit Agreement or such other Loan Documents, which remain outstanding as of the Closing Date. KeyBank, as Administrative Agent under, and as defined in, the Existing Credit Agreement, is hereby authorized and directed by the Lenders party hereto to execute and deliver the Guaranty, the Pledge Agreement and the Intra-Company Loan Subordination Agreement (on behalf of the Lenders and itself). All interest and fees accrued and unpaid (determined after giving effect to any payments made to Exiting Lenders on the Closing Date) under the Original Revolving Loan Existing Credit Agreement as of the date of this Agreement shall be due and payable in effect the amount determined pursuant to the Existing Credit Agreement for periods prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder Closing Date on the terms and conditions next payment date for such interest or fee set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this Agreement.

Amendment and Restatement. On Subject to the date hereof satisfaction of the condition to effectiveness referred to in Section 2 below, (i) the Original Credit Agreement is hereby amended and restated in its entirety as the document attached hereto as Annex A (the “Restatement DateAmended and Restated Credit Agreement”; all capitalized terms defined in the Amended and Restated Credit Agreement and not otherwise defined herein to have the meanings assigned thereto in the Amended and Restated Credit Agreement), and (ii) the Original Revolving Loan Security Agreement shall be amended, is hereby amended and restated and superseded by this Agreement. The parties in its entirety as the document attached hereto acknowledge and agree that (a) this Agreement, the Revolving Credit Notes delivered pursuant to this Agreement as Annex B (the “Amended and Restated NotesSecurity Agreement”) and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Liabilities” (as defined in the Original Revolving Loan Agreement) under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement). Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement shall survive the The amendment and restatement of the Original Revolving Credit Agreement does not serve to effect a novation of the “Obligations” under (and as such term is defined in) the Original Credit Agreement and does not extinguish the outstanding Obligations; rather it is meant to, and the parties hereby do, reaffirm such Obligations as amended hereby. The amendment and restatement of the Original Security Agreement is not intended to, and shall not, affect the continuing security interests granted thereunder, each of which continues without interruption notwithstanding such amendment and restatement. Effective upon the effectiveness of such amendment and restatement of the Original Credit Agreement (i) GE Capital hereby resigns as Administrative Agent with the effect provided in Section 10.9(b) of the Amended and Restated Credit Agreement, including, without limitation, the continuation of the benefits of the Loan Agreement pursuant Documents in its capacity as Administrative Agent for actions taken or omitted to this be taken while GE Capital was, or because such Administrative Agent was validly acting as Administrative Agent under the Loan Documents, (ii) the Required Lenders hereby appoint the New Administrative Agent and consent to the resignation of GE Capital as Administrative Agent with the effect provided in Section 10.9(b) of the Amended and Restated Credit Agreement. On , and (iii) the New Administrative Agent hereby accepts such appointment and assumes from and after such effectiveness, all rights, duties and obligations of the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this AgreementAdministrative Agent.

Amendment and Restatement. On The parties hereto agree that, on the date hereof (the “Restatement Effective Date”), the Original Revolving Loan following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be amendeddeemed to be amended and restated in its entirety pursuant to this Credit Agreement; (b) all Obligations (as defined in the Existing Credit Agreement) owing to any Lender that was a lender under the Existing Credit Agreement shall be deemed to be Obligations outstanding hereunder and this Credit Agreement shall not constitute a novation of such Obligations or any of the rights, restated duties and superseded by obligations of the parties hereunder; (c) the Guaranty Obligations (as defined in the Existing Credit Agreement) of the Guarantors (as defined in the Existing Credit Agreement) in favor the Secured Parties pursuant to the Existing Credit Agreement shall remain in full force and effect with respect to the Guaranteed Obligations and are hereby reaffirmed; (d) all Letters of Credit (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on the Effective Date shall be deemed to be Letters of Credit outstanding on the Effective Date under this Credit Agreement (or shall be backstopped by, Letters of Credit issued under this Credit Agreement or cash collateralized in a manner satisfactory to the issuing banks thereof); and (e) all references in the other Credit Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Credit Agreement. The parties hereto further acknowledge and agree that (a) this Agreement, Credit Agreement constitutes an amendment to the Revolving Existing Credit Notes delivered pursuant to this Agreement (made under and in accordance with the “Restated Notes”) and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination terms of Section 11.6 of the “Liabilities” (as defined in the Original Revolving Loan Existing Credit Agreement) . All revolving loans outstanding to lenders under the Original Revolving Loan Existing Credit Agreement as in effect immediately prior to the Restatement Effective Date that are Lenders hereunder shall, as of the Effective Date; , be deemed to be a borrowing of Revolving Loans in an equivalent amount and with the same Interest Period (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment extent applicable for Eurodollar Loans) hereunder as of such “Liabilities” are in all respects continuing the Effective Date and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoingconnection therewith, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders hereby acknowledge and agree that the revolving commitments in effect under the Existing Credit Agreement immediately prior to the Effective Date (except, for the avoidance of doubt, the revolving commitments of lenders under the Existing Credit Agreement who are not Lenders hereunder) have been reallocated to the Revolving Commitments set forth on Schedule 2.1 and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations revolving loans outstanding to lenders under the Original Revolving Loan Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant immediately prior to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant Effective Date that are Lenders hereunder have been reallocated as necessary to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements give effect to the “Loan Agreement”Revolving Commitments, “Loan and Security Agreement”, “thereunder”, “thereof” such reallocations shall be effective on the Effective Date and do not require any Assignment and Assumption or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this Agreementany other action of any Person.

Amendment and Restatement. On This Agreement constitutes an amendment and restatement of the date hereof (Existing Credit Agreement, effective from and after the “Restatement Closing Date”), the Original Revolving Loan . The execution and delivery of this Agreement shall be amended, restated and superseded by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement, the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, novation of any indebtedness or termination of the “Liabilities” (as defined in the Original Revolving Loan Agreement) under the Original Revolving Loan Agreement as in effect prior other obligations owing to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank Lenders or the Administrative Agent in under the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Existing Credit Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action based on facts or other rights created in favor of PrivateBank events occurring or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive existing prior to the execution and delivery of this Agreement but Agreement. On the Closing Date, the credit facilities described in favor the Existing 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 Existing 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 Advances, together with any Advances funded on the Closing Date, reflect the respective Commitments of the Lenders and hereunder. EXECUTED as of the date first above written. BORROWER: JAGGED PEAK ENERGY LLC By: Name: Title: PARENT: JAGGED PEAK ENERGY, INC. By: Name: Title: ADMINISTRATIVE AGENT/LENDER: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent; provided, howeverIssuing Lender, that it is understood and agreed that a Lender By: Name: Title: LENDERS: FIFTH THIRD BANK, as a Lender By: Name: Title: ABN AMRO CAPITAL USA LLC, as a Lender By: Name: Title: KEYBANK NATIONAL ASSOCIATION, as a Lender By: Name: Title: FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as a Lender By: Name: Title: CITIBANK, N.A., as a Lender By: Name: Title: JPMORGAN CHASE BANK, N.A., as a Lender By: Name: Title: XXXXXXX XXXXX BANK USA, as a Lender By: Name: Title: UBS AG, STAMFORD BRANCH, as a Lender By: Name: Title: SCHEDULE I Commitments, Contact Information ADMINISTRATIVE AGENT/ ISSUING LENDER Xxxxx Fargo Bank, National Association Address: 0000 Xxxxxxx Xx., 0xx Xxxxx Xxxxxx, XX 00000 Attn: Xxxx Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Email: Xxxx.Xxxxx@xxxxxxxxxx.xxx CREDIT PARTIES Borrower/Guarantors Address: 0000 00xx Xxxxxx Xxxxx 0000 Xxxxxx, XX 00000 Attn: Xxx Xxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxx@xxxxxxxxxxxxxxxx.xxx Lender Commitment Pro Rata Share Xxxxx Fargo Bank, National Association $ [ ] 25.00000 % Fifth Third Bank $ [ ] 18.05556 % ABN AMRO Capital USA LLC $ [ ] 18.05556 % KeyBank National Association $ [ ] 18.05556 % First Tennessee Bank National Association $ [ ] 9.72222 % Citibank, N.A. $ [ ] 2.77778 % JPMorgan Chase Bank, N.A. $ [ ] 2.77778 % Xxxxxxx Xxxxx Bank USA $ [ ] 2.77778 % UBS AG, Stamford Branch $ [ ] 2.77778 % Total: $ 1,000,000,000.00 100 % SCHEDULE II PRICING GRID Applicable Margins Utilization Level* Base Rate Advances Eurodollar Advances Commitment Fee Rate Level I 1.25 % 2.25 % 0.500 % Level II 1.50 % 2.50 % 0.500 % Level III 1.75 % 2.75 % 0.500 % Level IV 2.00 % 3.00 % 0.500 % Level V 2.25 % 3.25 % 0.500 % * Utilization Levels are described below and are determined in accordance with the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect definition of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan AgreementUtilization Level”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this Agreement.

Amendment and Restatement. On the date hereof (the “Restatement Date”), the Original Revolving Loan This Agreement shall be amended, restated become effective on the Closing Date and superseded by this Agreementshall supersede all provisions of the Existing Credit Agreement as of such date. The parties hereto acknowledge From and agree after the Closing Date (a)(i) the commitments of those Lenders under the Existing Credit Agreement that (a) this Agreement, the Revolving Credit Notes delivered pursuant to are continuing as Lenders under this Agreement (the “Restated NotesContinuing Lenders”) shall be amended as set forth on Schedule 2.1/2.2 hereto and (ii) the commitments of those “Lenders” under the Existing Credit Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, (b) all outstanding “Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 4.5 of the Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Closing Date) on the Closing Date (and the other Financing Agreements executed and delivered in connection herewith do not constitute a novationBorrower shall pay to each Continuing Lender all amounts, payment and reborrowingif any, or termination payable pursuant to Section 4.5 of the Existing Credit Agreement as if the outstanding Loans had been prepaid on the Closing Date), (c) all outstanding “LiabilitiesLoans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Loans and Letters of Credit hereunder, (as defined d) all references made to the Existing Credit Agreement in any Loan Document or in any other instrument or document shall, without further action, be deemed to refer to this Agreement and (e) all references made to the “Borrower” in any Loan Document or in any other instrument or document shall, without further action, be deemed to refer to the Borrower hereunder. The Lenders (other than any Non-Continuing Lenders) each agree to make such purchases and sales of interests in the Original Revolving Loan AgreementLoans and L/C Obligations outstanding on the Closing Date between themselves so that each Lender (other than any Non-Continuing Lenders) under the Original Revolving Loan Agreement is then holding its relevant Percentage of outstanding Loans and risk participation interests in outstanding L/C Obligations based on their Commitments as in effect prior after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swingline Loans and Letters of Credit ) to be made in accordance with the respective Commitments of the Lenders from time to time party to this Agreement as provided herein. This Agreement amends and restates the Existing Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the indebtedness, obligations and liabilities of the Loan Parties evidenced or provided for thereunder. Without limiting the generality of the foregoing, each Loan Party agrees that notwithstanding the execution and delivery of this Agreement, the Liens previously granted to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral Administrative Agent pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing Collateral Documents shall be and remain in full force and effect and secure the payment that any rights and remedies of the Liabilities Administrative Agent thereunder and obligations of the Loan Parties thereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged thereby (except as defined in this Agreementexpressly amended by the Loan Documents) and are hereby fully ratified shall secure all of the Borrower’s indebtedness, obligations and affirmed; liabilities to the Administrative Agent and (d) upon the effectiveness of this Agreement all loans outstanding Lenders under the Original Revolving Loan Existing Credit Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms as amended and conditions set forth in this Agreementrestated hereby. Without limitation on limiting the foregoing, each of the Borrowers parties to this Agreement hereby fully acknowledge and unconditionally ratifies agree that the “Credit Agreement” and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted “Notes” referred to PrivateBank or the Administrative Agent in the Collateral thereunder Documents shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference deemed references to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this AgreementNotes issued hereunder.

Amendment and Restatement. On the date hereof (the “Restatement Date”)The Borrower, the Original Revolving Loan Banks and the Administrative Agent agree that, upon (i) the execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and superseded by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement, the Revolving Credit Notes delivered pursuant to provisions of this Agreement (and each Departing Bank shall cease to be a party to the “Restated Notes”) Existing Credit Agreement as evidenced by its execution and the other Financing Agreements executed delivery of its Departing Bank Signature Page. This Agreement is not intended to and delivered in connection herewith do shall not constitute a novation, payment and reborrowing, reborrowing or termination of the Obligations under the Existing Credit Agreement and the other Credit Documents as in effect prior to the date hereof or the Indebtedness created thereunder. All “LiabilitiesLoans” made and “Obligations” incurred under (and defined in) the Existing Credit Agreement which are outstanding on the Effective Date shall constitute Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Credit Documents. The commitment of each Bank that is a party to the Existing Credit Agreement shall, on the date hereof, automatically be deemed amended and the only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Credit Documents” (as defined in the Original Revolving Loan Existing Credit Agreement) under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; “Credit Agreement” and the “Credit Documents” shall be deemed to refer to this Agreement and the Credit Documents, (b) such all obligations constituting “LiabilitiesObligations” under the Existing Credit Agreement with any Bank or any Affiliate of any Bank which are in all respects continuing with only outstanding on the terms thereof being amended date hereof shall continue as Obligations under this Agreement and modified as provided in this Agreement; the other Credit Documents, (c) the Liens granted Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Bank’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, Letters of Credit, interest and fees due and payable to a Bank hereunder reflect such Bank’s Commitments on the date hereof, and the Borrower hereby agrees to compensate each Bank and each Departing Bank for any and all losses, costs and expenses incurred by such Bank or Departing Bank in connection with the sale and assignment of any Eurodollar Loan on the terms and in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are manner set forth in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; Section 2.11 hereof and (d) upon the effectiveness of this Agreement all loans outstanding existing “Loans” under the Original Revolving Loan Existing Credit Agreement immediately before the effectiveness of this Agreement will each Departing Bank shall be part of the Loans hereunder on the terms repaid in full (accompanied by any accrued and conditions set forth in this Agreement. Without limitation on the foregoingunpaid interest and fees thereon), each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations Departing Bank’s “Commitment” under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Existing Credit Agreement shall survive the amendment be terminated and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement Departing Bank shall mean and not be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this AgreementLender hereunder.

Amendment and Restatement. (a) On the date hereof (the “Restatement Effective Date”), the Original Revolving 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 be terminated, all outstanding obligations owing to the Exiting Lenders will be repaid in full and each Exiting Lender will cease to be a Lender under the Existing Credit Agreement and will not be a Lender under this Agreement. As of the Restatement Effective Date, the remaining “Lenders” under (and as defined in) the Existing Credit Agreement shall be Lenders under this Agreement with Commitments as set forth on Schedule 2.01 hereto and by its execution and delivery of this Agreement, each such Lender hereby consents to the execution and delivery of this Agreement and to the non-pro rata reduction of commitments occurring on the Restatement Effective Date as a result of the termination of the commitments of the Exiting Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Exiting Lenders. On the Restatement Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety by this Agreement. The parties hereto 160 1" = "1" "US 170437103" "" US 170437103 acknowledge and agree that (a) this Agreement, the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Financing Agreements Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the “Liabilities” rights, obligations and liabilities of the respective parties (as defined in including the Original Revolving Loan AgreementObligations) existing under the Original Revolving Loan Existing Credit Agreement as in effect prior to the Restatement Date; Effective Date and (b) such “Liabilities” obligations are in all respects continuing (as amended and restated hereby) with only the terms thereof being amended and modified as provided in this Agreement; (c) . Without limiting the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment generality of the Liabilities foregoing (as defined in this Agreementi) and are hereby fully ratified and affirmed; all Existing Letters of Credit shall on the Restatement Effective Date become Letters of Credit hereunder and (dii) upon the effectiveness of this Agreement all loans other Obligations outstanding under the Original Revolving Loan Existing Credit Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder shall on the terms and conditions set forth in Restatement Effective Date be Obligations under this Agreement. Without limitation on To the foregoing, each extent the Existing Credit Agreement provides that certain terms survive the termination of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank Existing Credit Agreement or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution payment in full of principal, interest and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; providedall other amounts payable thereunder, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement then such terms shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Existing Credit Note” shall mean and be a Revolving Credit Note as defined in this Agreement.

Amendment and Restatement. On In connection with the date hereof (amendment and restatement of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Restatement Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date”), including the Original borrowing of additional Revolving Loan Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be amendednecessary to provide for Revolving Credit Loans by each Lender in proportion to, restated and superseded by in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (ai) this Agreement, the Revolving Credit Notes any promissory notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Financing Agreements Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, novation or termination of the “LiabilitiesObligations” (as defined in the Original Revolving Loan Existing Credit Agreement) under the Original Revolving Loan Existing Credit Agreement as in effect prior to the Restatement Date; Effective Date and (bii) such “LiabilitiesObligations” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) Agreement and the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” Obligations hereunder are in all respects continuing renewal and in full force and effect and secure the payment extension of the Liabilities (as defined in this Agreement) obligations and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding indebtedness under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Existing Credit Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers Borrower contained in the Original Revolving Loan Existing Credit Agreement, each of the Borrowers Borrower acknowledges and agrees that any choses in causes of action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, Existing Credit Agreement shall survive the execution execution, delivery and delivery effectiveness of this Agreement but to the extent provided in favor of the Lenders and Existing Credit Agreement prior to the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreementtermination thereof. All indemnification obligations of the Borrowers pursuant Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the Original Revolving Loan extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant be deemed to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in have been issued under this Agreement.

Amendment and Restatement. On the date hereof (the “Restatement Date”), the Original Revolving Loan This Agreement shall be amendedbecome effective on the Effective Date and shall supersede all provisions of the Existing Credit Agreement as of such date. From and after the Effective Date, restated and superseded by this Agreement. The parties hereto acknowledge and agree (a)(i) the commitments of those Lenders under the Existing Credit Agreement that (a) this Agreement, the Revolving Credit Notes delivered pursuant to are continuing as Lenders under this Agreement (the “Restated NotesContinuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the other Financing Agreements executed and delivered in connection herewith do commitments of those “Lenders” under the Existing Credit Agreement that are not constitute a novation, payment and reborrowing, or termination of continuing as Lenders under this Agreement (the “LiabilitiesNon-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” (as defined in the Original Revolving Loan Agreement) under the Original Revolving Loan Existing Credit Agreement as in effect immediately prior to the Restatement DateEffective Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.12 hereof of the Existing Credit Agreement in connection with such “Liabilities” are in payment, and all respects continuing with only fees accrued under the terms thereof being amended Existing Credit Agreement through the Effective Date) on the Effective Date (and modified the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 hereof of the Existing Credit Agreement as provided in this Agreementif the outstanding Revolving Loans had been prepaid on the Effective Date); and (c) all outstanding “Revolving Loans” of the Liens granted Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Revolving Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing Revolving Loans and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans L/C Obligations outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms Effective Date between themselves so that each Continuing Lender and conditions set forth New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in this Agreement. Without limitation outstanding L/C Obligations based on the foregoing, each of the Borrowers hereby fully their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder sales shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or be arranged through the Administrative Agent and its successors each Lender hereby agrees to execute such further instruments and assigns arising out of documents, if any, as the representations and warranties of the Borrowers contained in or delivered (including representations and warranties delivered Administrative Agent may reasonably request in connection therewith), with the making of the loans or other all subsequent extensions of credit thereunder) in connection with the Original Loan Agreement, shall survive the execution and delivery of under this Agreement but in favor of the Lenders and the Administrative Agent; provided(including, howeverwithout limitation, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement participations in respect of all Swingline Signature Page to Xxxxx Xxxx LaSalle Finance B.V. Second Amended and Restated Multicurrency Credit Agreement IN WITNESS WHEREOF, the loans parties hereto have caused their duly authorized officers to execute and letters of credit thereunder are evidenced by deliver this Agreement. All indemnification obligations Agreement as of the Borrowers pursuant date first above written. XXXXX XXXX LASALLE FINANCE B.V. By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE INCORPORATED, as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE CO-INVESTMENT, INC., as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE INTERNATIONAL, INC., as Guarantor By ____________________________________ Title _________________________________ LASALLE INVESTMENT MANAGEMENT, INC., as Guarantor By ____________________________________ Title _________________________________ Signature Page to the Original Revolving Loan Xxxxx Xxxx LaSalle Finance B.V. Second Amended and Restated Multicurrency Credit Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement DateXXXXX XXXX LASALLE AMERICAS, (a) each reference in the Financing Agreements to the “Loan Agreement”INC., “Loan and Security Agreement”as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE LIMITED, “thereunder”as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE SE, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this AgreementGuarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE NEW ENGLAND LLC, as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE BROKERAGE, INC., as Guarantor By ____________________________________ Title _________________________________

Amendment and Restatement. On In order to facilitate the date hereof amendment and restatement contemplated by this Agreement and otherwise to effectuate the desires of the Loan Parties, the Administrative Agent and the Lenders: (a) Simultaneously with the “Restatement Closing Date”, but immediately prior to giving effect to Section 1.10(d), the Original Revolving Loan Agreement shall be amended, restated and superseded by this Agreement. The parties hereto acknowledge and hereby agree that (a) this Agreement, the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) Commitments and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Liabilities” Applicable Percentages (as defined in the Original Revolving Loan Existing Credit Agreement) of each of the Lenders shall be as set forth on Schedule 2.01, and (i) the Outstanding Amounts of each Lender’s Committed Loans (as defined in the Existing Credit Agreement) and (ii) the aggregate Outstanding Amount of each Tranche 1 Lender’s participation in L/C Obligations and Swing Line Loans shall, in each case, be reallocated as outstanding Committed Loans hereunder in accordance with such Commitments and outstanding participations in L/C Obligations and Swing Line Loans hereunder in accordance with such Commitments, as applicable, and the requisite assignments shall be deemed to be made in such amounts from (A) each Tranche 1 Lender to each other Tranche 1 Lender and (B) each Tranche 2 Lender to each other Tranche 2 Lender (and, if necessary, to (x) Tranche 1 Lenders hereunder from Tranche 1 Lenders under, and as defined in, the Existing Credit Agreement and (y) Tranche 2 Lenders hereunder from Tranche 2 Lenders under, and as defined in, the Existing Credit Agreement, in each case, who elect not to become Tranche 1 Lenders or Tranche 2 Lenders, as applicable, under this Agreement or who reduce their commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Original Revolving Existing Credit Agreement, but without the payment of any related assignment fee; provided that the Existing Lenders who are Lenders under this Agreement hereby waive any notice requirements pursuant to Section 2.05 of the Existing Credit Agreement in connection with any prepayment that may occur or may be deemed to occur thereunder in connection with this Section 1.10(a). For the avoidance of doubt, simultaneously with the Closing Date, the parties hereby agree that each Swing Line Loan outstanding under, and as defined in, the Existing Credit Agreement as in effect prior to of such date shall continue as a Swing Line Loan hereunder and each “Letter of Credit” outstanding under, and as defined in, the Restatement Date; Existing Credit Agreement as of such date and identified as an “Existing Letter of Credit” hereunder shall continue as a Letter of Credit hereunder. (b) such “Liabilities” are Notwithstanding anything to the contrary in all respects continuing with only the terms thereof being amended and modified as provided Existing Credit Agreement or in this Agreement; (c) , no other documents or instruments, including any Assignment and Assumption, shall be, or shall be required to be, executed in connection with the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions assignments set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms Section 1.10(a) above (all of the Financing Agreements, as amendedwhich requirements are hereby waived), and agrees that such assignments shall be deemed to be made with all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the applicable representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are as if evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement shall survive the amendment an Assignment and restatement of the Original Revolving Loan Agreement pursuant to this AgreementAssumption. On and after the Restatement Closing Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement applicable Lenders shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this Agreement.make full cash settlement with one another either directly 39

Amendment and Restatement. On Guarantor agrees that this Guaranty is given as a continuation, modification and extension of the date hereof Guaranty of Recourse Obligations dated as of June 30, 2019 (the “Restatement Date”), the Original Revolving Loan Agreement shall be amended, restated and superseded by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement, the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated NotesGuaranty”) by Guarantor in favor of Administrative Agent and the other Financing Agreements executed and delivered in connection herewith do shall not constitute a novation, payment and reborrowing, or termination novation of the “Liabilities” (as defined in the Original Revolving Loan Agreement) under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative AgentGuaranty. Notwithstanding the modifications effected by this Agreement Guaranty of the representations, warranties and covenants of the Borrowers Guarantor contained in the Original Revolving Loan AgreementGuaranty, each of the Borrowers Guarantor acknowledges and agrees that any choses in causes of action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns Lenders arising out of the representations and warranties of the Borrowers Guarantor 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 Original Loan Agreement, Guaranty (but only with respect to the period of time prior to the date hereof) shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this AgreementGuaranty. All indemnification and guaranty obligations of the Borrowers Guarantor pursuant to the Original Revolving Loan Agreement Guaranty (including any arising from a breach of the representations thereunder), but only with respect to the period of time prior to the date hereof, shall survive the amendment and restatement of the Original Revolving Loan Agreement Guaranty pursuant to this AgreementGuaranty. On REMAINDER OF PAGE INTENTIONALLY BLANK AMENDED AND RESTATED GUARANTY OF RECOURSE OBLIGATIONS – Page 18 HTI MOB Portfolio (Upsizing) SIGNATURE PAGE TO AMENDED AND RESTATED GUARANTY OF RECOURSE OBLIGATIONS EXECUTED as of the day and after the Restatement Dateyear first above written. HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: /s/Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Title: Authorized Signatory STATE OF New York ) ) ss. COUNTY OF New York ) This instrument was acknowledged before me on December 12, 2019, by Mxxxxxx Xxxxxxxx, Authorized Signatory of HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, on behalf of said limited partnership. /s/Jxxxx Xxxxx Notary Public, State of New York AMENDED AND RESTATED GUARANTY OF RECOURSE OBLIGATIONS – Signature Page HTI MOB Portfolio (aUpsizing) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this Agreement.SCHEDULE I BORROWER LIST

Amendment and Restatement. On The parties hereto agree that, on the date hereof (the “Restatement Effective Date”), the Original Revolving Loan following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be amendeddeemed to be amended and restated in its entirety pursuant to this Credit 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 Obligations outstanding hereunder; (c) the Guaranty Obligations of the Guarantors in favor the Administrative Agent, restated each Lender, each Treasury Management Bank, each Hedge Bank, and superseded by each other holder of the Obligations pursuant to the Existing Credit Agreement, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; (d) all Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall be deemed to be Letters of Credit outstanding on the Effective Date under this Credit Agreement; and (e) all references in the other Credit Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Credit Agreement. The parties hereto further acknowledge and agree that (a) this Credit Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.6 of the Existing Credit Agreement, . Each of the Revolving parties hereto has caused a counterpart of this Credit Notes delivered pursuant Agreement to this Agreement (the “Restated Notes”) and the other Financing Agreements be duly executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination as of the “Liabilities” (date first above written. BORROWERS: SPEEDWAY MOTORSPORTS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice Chairman, Chief Financial Officer and Treasurer SPEEDWAY FUNDING, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Financial Officer SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT GUARANTORS: ATLANTA MOTOR SPEEDWAY, LLC, a Georgia limited liability company BRISTOL MOTOR SPEEDWAY, LLC, a Tennessee limited liability company CHARLOTTE MOTOR SPEEDWAY, LLC, a North Carolina limited liability company INEX CORP., a North Carolina corporation KENTUCKY RACEWAY, LLC a Kentucky limited liability company NEVADA SPEEDWAY, LLC, a Delaware limited liability company NEW HAMPSHIRE MOTOR SPEEDWAY, INC., a New Hampshire corporation SMI SYSTEMS, LLC a Nevada limited liability company SMI TRACKSIDE, LLC, a North Carolina limited liability company SMISC HOLDINGS, INC., a North Carolina corporation SPEEDWAY MEDIA, LLC, a North Carolina limited liability company SPEEDWAY PROPERTIES COMPANY, LLC, a Delaware limited liability company SPEEDWAY SONOMA, LLC, a Delaware limited liability company SPEEDWAY TBA, LLC, a North Carolina limited liability company TEXAS MOTOR SPEEDWAY, INC., a Texas corporation U.S. Legend Cars International, Inc., a North Carolina corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory Speedway TBA, LLC, a North Carolina limited liability company By: Speedway Motorsports, Inc., its Sole Member By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice Chairman, Chief Financial Officer and Treasurer SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT TSI Management Company, LLC, a North Carolina limited liability company By: SMISC Holdings, Inc., Manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., in its capacity as defined in the Original Revolving Loan Agreement) under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President LENDERS: BANK OF AMERICA, N.A., in the Collateral thereunder shall from its capacity as a Lender, Swingline Lender and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative AgentIssuing Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Banker Senior SUNTRUST BANK By: /s/ J. Xxxxxxx Xxxxxx Name: J. Xxxxxxx Xxxxxx Title: Vice President U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President FIRST TENNESSEE BANK NATIONAL ASSOCIATION By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President SPEEDWAY MOTORSPORTS, INC. Notwithstanding the modifications effected by this Agreement of the representationsAMENDED AND RESTATED CREDIT AGREEMENT REGIONS BANK By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: Senior Vice President TD BANK, warranties and covenants of the Borrowers contained in the Original Revolving Loan AgreementN.A. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President COMERICA BANK By: /s/ X. X. Xxxxxxx Name: X. X. Xxxxxxx Title: Vice President FIFTH THIRD BANK By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director SPEEDWAY MOTORSPORTS, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this AgreementINC. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this Agreement.AMENDED AND RESTATED CREDIT AGREEMENT

Amendment and Restatement. On (a) THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT REPLACES THE EXISTING CREDIT AGREEMENT. THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT IS NOT INTENDED TO CONSTITUTE, AND DOES NOT CONSTITUTE, A NOVATION OR SATISFACTION OF THE OBLIGATIONS REPRESENTED BY THE EXISTING CREDIT AGREEMENT. (b) Simultaneously with the date effectiveness of this Agreement on the Closing Date, the parties hereby agree that, notwithstanding the provisions regarding assignments set forth in Section 11.8 hereof (and Section 11.8 of the “Restatement Date”Existing Credit Agreement, the Commitments and Ratable Shares shall be as set forth in Schedule 1.1(B), and the Original Revolving Loan portion of the outstanding Loans and participations with respect to Letters of Credit and Swing Loans outstanding under the Existing Credit Agreement shall be amended, restated and superseded by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement, the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) reallocated in accordance with such Ratable Shares and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Financing Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment and Assumption Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Liabilities” (as defined in the Original Revolving Loan Existing Credit Agreement) under the Original Revolving Loan Agreement as in effect prior Existing Credit Agreement.Notwithstanding anything to the Restatement Date; (b) such “Liabilities” are contrary in all respects continuing with only Section 11.8 of the terms thereof being amended and modified as provided in Existing Credit Agreement or Section 11.8 of this Agreement; , no other documents or instruments, including any Assignment and Assumption Agreements, shall be executed in connection with these assignments (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment all of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and which requirements are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amendedwaived), and agrees that such assignments shall be deemed to be made with all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption Agreement. On the Closing Date and substantially concurrently with the effectiveness of the Borrowers contained in the Original Revolving Loan this Agreement, to the extent necessary, the Lenders shall make full cash settlement with each of other either directly or through the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or Administrative Agent, as the Administrative Agent may direct or approve, with respect to all such assignments and its successors and assigns arising out of the representations and warranties of the Borrowers contained in or delivered (including representations and warranties delivered in connection reallocations such that after giving effect to such settlements each Lender’s Ratable Shares with the making of the loans or other extensions of credit thereunder) in connection with the Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement Commitments shall survive the amendment and restatement be as set forth on Schedule 1.1(B) of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this Agreement.this

Amendment and Restatement. On This Guaranty amends and restates in its entirety the Existing Guaranty effective as of the date hereof (hereof. Anything contained herein to the “Restatement Date”)contrary notwithstanding, this Guaranty is not intended to and shall not serve to effect a novation of the Original Revolving Loan Agreement shall be amendedExisting Guaranty or any obligations of any Guarantor thereunder. Instead, restated and superseded by this Agreement. The it is the express intention of the parties hereto acknowledge to reaffirm the guaranty and agree that (a) this Agreement, the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Liabilities” (as defined in the Original Revolving Loan Agreement) obligations under the Original Revolving Existing Guaranty. Each Guarantor acknowledges and confirms (x) that the Loan Agreement as in effect prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and Documents shall continue in full force and effect and secure in accordance with their terms unless otherwise amended by the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; parties thereto, and (dy) upon that the effectiveness of this Agreement all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, term “Obligations” as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent used in the Collateral thereunder shall from Loan Documents (or any other term used therein to describe or refer to the guaranty and after the date hereof secure all Liabilities hereunder but in favor obligations of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or Guarantor to the Administrative Agent and its successors the Lenders) includes, without limitation (but without duplication), the guaranty and assigns arising out obligations of each Guarantor under this Guaranty and under the representations Existing Guaranty, as amended and warranties of restated hereby, as the Borrowers contained in 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 (including representations and warranties delivered in connection with the making any of the loans or other extensions of credit thereunder) in connection with foregoing shall each be deemed to be amended to the Original Loan Agreement, shall survive extent necessary to give effect to the execution and delivery provisions of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this AgreementGuaranty. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each Each reference in the Financing Agreements to the “Guaranty” in any Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement Document shall mean and be a reference to this Agreement Guaranty (as further amended, restated, supplemented or otherwise modified from time to time) and (b) each reference in to the Financing Agreements to “Guarantors” or a “NoteGuarantor” shall be deemed to refer to the “Guarantors” or “Revolving Credit Note” shall mean Guarantor”, as applicable, under, pursuant to and be a Revolving Credit Note as defined in this AgreementGuaranty. Cross-references in the Loan Documents to particular section numbers in the Existing Guaranty shall be deemed to be cross-references to the corresponding sections, as applicable, of this Guaranty. Executed as of the date first set forth above. Guarantor acknowledges having received a copy of this Guaranty and having made each waiver contained in this Guaranty with full knowledge of its consequences. GUARANTORS: RESMED CORP. ADDRESS: 0000 Xxxxxxxx Xxxxxx Xxxx., Xxx Xxxxx, XX 00000 By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Secretary RESMED MOTOR TECHNOLOGIES INC. ADDRESS: 0000 Xx Xxxx Xxx., Chatsworth, CA 91311-5010 By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Secretary BIRDIE INC. ADDRESS: 0000 Xxxxxxxx Xxxxxx Xxxx., Xxx Xxxxx, XX 00000 By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Secretary INOVA LABS, INC. ADDRESS: 0000 Xxxxxxxx Xxxxxx Xxxx., Xxx Xxxxx, XX 00000 By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Secretary BRIGHTREE LLC ADDRESS: 0000 Xxxxx Xxxxx Xxxx Suite 500 and 450 Xxxxxxxxxxxxx, XX 00000 By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Treasurer BRIGHTREE SERVICES LLC ADDRESS: 0000 000xx Xxx. Xxxxxxx Xxxx, XX 00000 By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Treasurer BRIGHTREE HOME HEALTH & HOSPICE LLC ADDRESS: 0000 Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxxxxx, XX 00000 By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Treasurer BRIGHTREE PATIENT COLLECTIONS LLC ADDRESS: 00000 Xxxxxx Xxxx Suite 165 and 000 Xxxxxxxx Xxxx, XX 00000 By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Treasurer

Amendment and Restatement. On the date hereof (the “Restatement Date”), This Agreement amends and restates the Original Revolving Loan DIP Credit Agreement shall and is not intended to be amendedor operate as a novation or an accord and satisfaction of the Original DIP Credit Agreement or the obligations of the Debtors evidenced or provided for thereunder. Without limiting the generality of the foregoing, restated each Debtor agrees that notwithstanding the execution and superseded by this Agreement. The parties hereto acknowledge and agree that (a) delivery of this Agreement, the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Liabilities” (as defined in the Original Revolving Loan Agreement) under the Original Revolving Loan Agreement as in effect prior Liens previously granted to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral DIP Agent pursuant to the Original DIP Credit Agreement and the Interim Financing Agreements securing payment of such “Liabilities” are in all respects continuing Order shall be and remain in full force and effect and secure the payment that any rights and remedies of the Liabilities (as defined DIP Agent and the Lenders thereunder and obligations of each Debtor thereunder shall be and remain in this Agreement) full force and are hereby fully ratified effect, shall not be affected, impaired or discharged thereby and affirmed; shall secure all of the Debtors’ Post-Petition Obligations to the DIP Agent and (d) upon the effectiveness of this Agreement all loans outstanding Lenders under the Original Revolving Loan DIP Credit Agreement immediately before as amended and restated hereby. Nothing herein contained shall in any manner affect or impair the effectiveness of this Agreement will be part priority of the Loans hereunder on Liens created and provided for by the terms Original DIP Credit Agreement and conditions the Interim Financing Order as to the indebtedness, obligations and liabilities that would be secured thereby prior to giving effect hereto. This Amended and Restated Post-Petition Credit Agreement is entered into between us for the uses and purposes hereinabove set forth in this Agreement. Without limitation on the foregoing, each as of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreementsdate first above written. “Borrower” Pilgrim’s Pride Corporation, as amendeddebtor and debtor-in-possession By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and agrees that all security interests granted to PrivateBank or the Administrative Treasurer “Guarantors” PFS Distribution Company, as debtor and debtor-in-possession By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer PPC Transportation Company, as debtor and debtor-in-possession By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer Pilgrim’s Pride Corporation of West Virginia, Inc., as debtor and debtor-in-possession By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer PPC Marketing, Ltd., as debtor and debtor-in-possession By: Pilgrim's Pride Corporation, as General Partner By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer To-Ricos, Ltd., as debtor and debtor-in-possession By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer To-Ricos Distribution, Ltd., as debtor and debtor-in-possession By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer “DIP Agent, Swing Line Lender and L/C Issuer ” Bank of Montreal, as a Lender, Swing Line Lender, L/C Issuer and as DIP Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor By /s/ Xxxxx Xxxxxxxx Its Senior Vice President “Lenders” Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank Nederland” New York Branch By /s/ Xxxxxxx X. Xxxxx Its Executive Director By /s/ Xxxxxxx X. Xxxxxx Its Executive Director U.S. Bank National Association By /s/ Xxxx X. Xxxxx Its Vice President Xxxxx Fargo Bank National Association By /s/ Xxxxx Xxxxxxx Its Senior Vice President ING Capital LLC By /s/ Xxxxx Xxxxxxx Its Managing Director CALYON New York Branch By/Illegible/ Its Managing Director By/s/ Xxxx Xxxxxxx Its Managing Director Natixis New York Branch By/s/ Xxxxx Xxxxxxx Its Managing Director By/s/ Xxxxxxx X. Xxxxxxx Its Managing Director SunTrust Bank By/s/ Xxxxx X. Xxxxxx Its Senior Vice President First National Bank of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this Agreement.Omaha By/s/ Xxxx Xxxxxx Its Vice President

Amendment and Restatement. (a) On the date hereof (the “Restatement Date”), the Original Revolving Loan Credit Agreement shall be amended, restated and superseded in its entirety by this Agreement. The parties hereto acknowledge and agree that (ai) this Agreement, the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) any Promissory Note, and the other Financing Agreements Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the Existing Term Loans, the Existing Revolving Credit Commitments, or any other “LiabilitiesObligations” (as defined in the Original Revolving Loan Credit Agreement) under the Original Revolving Loan Credit Agreement as in effect prior to the Restatement Date; (bii) the “Loans” and “Obligations” (each as defined in the Original Credit Agreement) have not become due and payable prior to the Restatement Date as a result of the amendment and restatement of the Original Credit Agreement, except as otherwise expressly stated herein, (iii) such “LiabilitiesObligations” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (civ) the Liens as granted in hereunder under the Collateral pursuant to the Financing Agreements Documents securing payment of such “LiabilitiesObligations” are in all respects continuing and in full force and effect and secure the payment of the Liabilities Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (dv) upon the effectiveness of this Agreement Agreement, (x) all loans outstanding under the Original Revolving Loan Credit Agreement immediately before the effectiveness of this Agreement that are not repaid or terminated on the Restatement Date will be part of the Loans hereunder on the terms and conditions set forth in this Agreement, (y) the Existing Revolving Credit Commitments shall constitute Initial Revolving Credit Commitments hereunder on the terms and conditions set forth in this Agreement, and (z) the 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 Date, reflect the respective Commitments of the Lenders hereunder as of the Restatement Date. Without limitation on of the foregoing, each of the Borrowers Borrower and each other Loan Party hereby fully and unconditionally ratifies and affirms all of security interests granted pursuant to the Financing Agreements, Original Credit Agreement and the other Collateral Documents (as amended, defined in the Original Credit Agreement) and agrees that all security interests collateral granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof Restatement Date secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this AgreementObligations hereunder.

Amendment and Restatement. On In connection with the date hereof (amendment and restatement of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Restatement Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date”), including the Original borrowing of additional Revolving Loan Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be amendednecessary to provide for Revolving Credit Loans by each Lender in proportion to, restated and superseded by in any event not in excess of, the amount of its relevant Commitment as of the Effective Date, but in no event shall such adjustment of any “Eurodollar Loans” (as defined in the Existing Credit Agreement) entitle any Lender to any reimbursement under Section 2.15 hereof or Section 2.15 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (a) this Agreement, the Revolving Credit Notes any promissory notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Financing Agreements Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, novation or termination of the “LiabilitiesObligations” (as defined in the Original Revolving Loan Existing Credit Agreement) under the Original Revolving Loan Existing Credit Agreement as in effect prior to the Restatement Date; Effective Date and (b) such “LiabilitiesObligations” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) Agreement and the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” Obligations hereunder are in all respects continuing renewal and in full force and effect and secure the payment extension of the Liabilities (as defined in this Agreement) obligations and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding indebtedness under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Existing Credit Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers Borrower contained in the Original Revolving Loan Existing Credit Agreement, each of the Borrowers Borrower acknowledges and agrees that any choses in causes of action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, Existing Credit Agreement shall survive the execution execution, delivery and delivery effectiveness of this Agreement but to the extent provided in favor of the Lenders and Existing Credit Agreement prior to the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreementtermination thereof. All indemnification obligations of the Borrowers pursuant Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the Original Revolving Loan extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant be deemed to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in have been issued under this Agreement.

Amendment and Restatement. On This Agreement shall become effective on the date hereof (the “Restatement Date”), Closing Date and shall supersede all provisions of the Original Revolving Loan Credit Agreement shall be amendedas of such date. From and after the Closing Date, restated and superseded by this Agreement. The parties hereto acknowledge and agree (a)(i) the commitments of those Lenders under the Original Credit Agreement that (a) this Agreement, the Revolving Credit Notes delivered pursuant to are continuing as Lenders under this Agreement (the “Restated NotesContinuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination commitments of the those “LiabilitiesLenders” (as defined in the Original Revolving Loan Agreement) under the Original Revolving Loan Credit Agreement that are not continuing as in Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Original Credit Agreement immediately prior to the Restatement DateClosing Date (the “New Lenders”); (b) all outstanding “Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.12 of the Original Credit Agreement in connection with such “Liabilities” are in payment, and all respects continuing with only fees accrued under the terms thereof being amended Original Credit Agreement through the Closing Date) on the Closing Date (and modified the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 of the Original Credit Agreement as provided in this Agreementif the outstanding Loans had been prepaid on the Closing Date); and (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such all outstanding “LiabilitiesLoans” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined Continuing Lenders and all interests in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness outstanding “Letters of this Agreement all loans outstanding Credit” under the Original Revolving Loan Credit Agreement immediately before shall remain outstanding as the effectiveness initial Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Loans and L/C Obligations outstanding on the Closing Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Percentage of outstanding Loans and risk participation interests in outstanding L/C Obligations based on their Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement will (including, without limitation, participations in respect of all Swing Loans and Letters of Credit) to be part made in accordance with the respective Commitments of the Loans hereunder on Lenders from time to time party to this Agreement as provided herein. All references made to the terms and conditions set forth Original Credit Agreement in any Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. Without limitation on This Agreement amends and restates the foregoing, each Original Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Borrowers hereby fully Original Credit Agreement or the indebtedness, obligations and unconditionally ratifies and affirms all liabilities of the Financing AgreementsBorrower or any Guarantor evidenced or provided for thereunder. This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. “Borrower” GFA Brands, Inc. By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary “Guarantors” Smart Balance, Inc. By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary “Administrative Agent and L/C Issuer ” Bank of Montreal, as amendedL/C Issuer and as Administrative Agent By /s/ Xxx Xxxxxxxx Name Xxx Xxxxxxxx Title Director “Lenders” Bank of Montreal By /s/ Xxx Xxxxxxxx Name Xxx Xxxxxxxx Title Director General Electric Capital Corporation, as a Lender By /s/ Jun Young Name: Jun Young Title: Duly Authorized Signatory GE Capital Financial Inc., as a Lender By /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Duly Authorized Signatory Union Bank, N.A. By /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President Siemens Financial Services, inc. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President and Chief Risk Officer By /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: VP, Lending Operations Fifth Third Bank By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President KeyBank National Association By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President ING Capital LLC By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Managing Director Exhibit A Notice of Payment Request [Date] [Name of Lender] [Address] Attention: Reference is made to that certain Amended and Restated Credit Agreement, dated as of March 31, 2011, among GFA Brands, Inc., the Guarantors party thereto, the Lenders party thereto, and agrees that all security interests granted to PrivateBank or the Bank of Montreal, as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Collateral thereunder shall from and after Credit Agreement. [The Borrower has failed to pay its Reimbursement Obligation in the date hereof secure all Liabilities hereunder but in favor amount of $____________. Your Revolver Percentage of the unpaid Reimbursement Obligation is $_____________] or [__________________________ has been required to return a payment by the Borrower of a Reimbursement Obligation in the amount of $_______________. Your Revolver Percentage of the returned Reimbursement Obligation is $_______________.] Very truly yours, as L/C Issuer By Name Title Exhibit B Notice of Borrowing Date: ____________, ____ To: Bank of Montreal, as Administrative Agent for the ratable benefit Lenders parties to that certain Amended and Restated Credit Agreement dated as of March 31, 2011 (as extended, renewed, amended or restated from time to time, the“Credit Agreement”), among GFA Brands, Inc., the Guarantors party thereto, certain Lenders which are signatories thereto, and Bank of Montreal, as Administrative Agent Ladies and Gentlemen: The undersigned, GFA Brands, Inc. (the “Borrower”), refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 1.6 of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement Credit Agreement, of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this Agreement.Borrowing specified below:

Amendment and Restatement. On the date hereof (the “Restatement Date”)The Borrower, the Original Revolving Loan Banks and the Administrative Agent agree that, upon (i) the execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and superseded by provisions of this Agreement. The parties hereto acknowledge This Agreement is not intended to and agree that (a) this Agreement, the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Financing Agreements executed and delivered in connection herewith do shall not constitute a novation, payment and reborrowing, reborrowing or termination of the Obligations under the Existing Credit Agreement and the other Credit Documents as in effect prior to the date hereof or the Indebtedness created thereunder. All “LiabilitiesLoans” made and “Obligations” incurred under (and defined in) the Existing Credit Agreement which are outstanding on the Effective Date shall constitute Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Credit Documents. The commitment of each Bank that is a party to the Existing Credit Agreement shall, on the date hereof, automatically be deemed amended and the only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Credit Documents” (as defined in the Original Revolving Loan Existing Credit Agreement) under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; “Credit Agreement” and the “Credit Documents” shall be deemed to refer to this Agreement and the Credit Documents, (b) such all obligations constituting “LiabilitiesObligations” under the Existing Credit Agreement with any Bank or any Affiliate of any Bank which are in all respects continuing with only outstanding on the terms thereof being amended date hereof shall continue as Obligations under this Agreement and modified as provided in this Agreement; the other Credit Documents and (c) the Liens granted Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in the Collateral pursuant to the Financing Agreements securing payment respect of such “Liabilities” are in all respects continuing each Bank’s credit and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding loan exposure under the Original Revolving Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, Letters of Credit, interest and fees due and payable to a Bank hereunder reflect such Bank’s Commitments on the date hereof, and the Borrower hereby agrees to compensate each Bank for any and all losses, costs and expenses incurred by such Bank in connection with the sale and assignment of any Eurodollar Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions in the manner set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this AgreementSection 2.11 hereof.

Amendment and Restatement. On This Guaranty shall be deemed to amend, restate and replace the Existing Guaranty Agreement in its entirety as the date hereof (the “Restatement Date”), the Original Revolving Loan Agreement shall be amended, restated hereof. It is expressly understood and superseded agreed by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement, the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Liabilities” (as defined in the Original Revolving Loan Agreement) under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully parties hereto that this Guaranty is in no way intended and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted shall not be deemed or construed to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agentconstitute a novation agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers Each Guarantor acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements Credit Documents to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereofGuaranty” or “Guaranty Agreement” (or words of similar words referring to the Loan Agreement import) made by any Guarantor shall mean and be a reference to this Agreement Guaranty and (b) with respect to matters prior to the date hereof, all terms of the Existing Guaranty Agreement are ratified and confirmed. Exhibit C – Form of Guaranty Agreement Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. GUARANTORS: CARBO CERAMICS INC. By: Name: Title: ASSET GUARD INC. F/K/A FALCON TECHNOLOGIES AND SERVICES, INC. By: Name: Title: STRATAGEN, INC. By: Name: Title: Exhibit C – Form of Guaranty Agreement Annex 1 to the Guaranty Agreement SUPPLEMENT dated as of (the “Supplement”), to the Amended and Restated Guaranty Agreement dated as of March 2, 2017 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), among CARBO Ceramics Inc. (the “Borrower”), each reference in the Financing Agreements to Material Domestic Subsidiary of Borrower party thereto (individually, a “NoteGuarantor” or and collectively, the “Revolving Credit Note” shall mean Guarantors”) and be a Revolving Credit Note WXXXX BROTHERS, LLC, as Administrative Agent (the “Administrative Agent”) for the benefit of the Administrative Agent and the Lenders (as defined in this Agreementbelow, together with the Administrative Agent, each a “Secured Party”)).

Amendment and Restatement. On the date hereof 54 6 EXHIBITS Exhibit A Form of Assignment and Acceptance Exhibit B Form of Informal Borrowing Base Certificate Exhibit C Form of Replacement Promissory Note Exhibit D Intentionally Omitted Exhibit E Intentionally Omitted Exhibit F Form of Notice of Borrowing Exhibit G Form of Opinion of Counsel SCHEDULES Schedule 1 Schedule of Lending Offices (Domestic and Eurocurrency) Schedule 2 Schedule of Pending Litigation Schedule 3 Schedule of Existing Debt and Guarantees Schedule 4 Schedule of Existing Liens Schedule 5 Schedule of Existing Investments Schedule 6 Schedule of Transactions with Affiliates Schedule 7 Schedule of Subsidiaries Schedule 8 Schedule of Payment Offices for Alternative Currencies. Schedule 9 Schedule of Commitments 7 AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT (the “Restatement Date”"Agreement") dated as of March 31, 1999 by and among LECRXX XXXPORATION, a Delaware corporation (the "Borrower"), the Original Revolving Loan Agreement shall be amendedbanks (the "Lenders") listed on the signature pages hereof, restated and superseded by this AgreementTHE CHASE MANHATTAN BANK ("Chase") as agent (the "Agent") for the Lenders hereunder. The parties hereto acknowledge and agree that (a) this AgreementBorrower, the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Liabilities” (as defined in the Original Revolving Loan Agreement) under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative AgentAgent are parties to a Multicurrency Credit Agreement dated as of December 12, 1995 (as amended from time to time, the "Existing Credit Agreement"). Notwithstanding the modifications effected by this Agreement of the representationsThe Borrower, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers 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 Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; providedAgent have agreed to amend and restate the Existing Credit Agreement so as to, howeveramong other things, that it is understood amend the aggregate of Lenders' Commitments and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect amend certain provisions of the loans and letters of credit thereunder are evidenced by this Existing Agreement. All indemnification The Borrower, Lenders and the Agent intend that this Amended and Restated Credit Agreement and the Amended and Restated Promissory Notes (the "Notes", as defined below) executed in connection herewith not effect a novation of obligations of the Borrowers Borrower under the Existing Credit Agreement and the notes issued pursuant thereto, but merely constitute a restatement, and where applicable, an amendment to the Original Revolving Loan Agreement shall survive the amendment and restatement of the Original Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as defined in this Agreementterms governing such obligations.