Common use of Amendment Effectiveness Clause in Contracts

Amendment Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent: (a) the Administrative Agent shall have received: i. an original counterpart of this Amendment, duly executed by each Borrower, the Administrative Agent and the Majority Revolving Lenders; and ii. a certificate signed by a Responsible Officer of each Borrower certifying that (A) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Date as if made on and as of such date (except to the extent (x) any such representations and warranties relate, by their terms, to a specific date, in which case such representations and warranties shall be true and correct in all material respects on and as of such specific date and (y) any such representations and warranties are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) and (B) no Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Date; and (b) the Borrowers shall have paid (i) the fees referred to in Section 3 of this Amendment and (ii) all fees, charges and disbursements of counsel to the Administrative Agent and the Arranger to the extent invoiced at least one (1) day prior to the Third Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the date upon which the Amendment shall be effective (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). The date on which such conditions have been satisfied (or waived) is referred to herein as the “Third Amendment Effective Date”; provided that the Amendment shall not be effective if the conditions referred to herein are not satisfied (or waived) within 60 days of the date that the Amendment is duly executed by each Borrower, the Administrative Agent and each Revolving Lender.

Amendment Effectiveness. The effectiveness This Amendment shall become effective as of this Amendment is subject to the satisfaction first date (the “Closing Date”) on which each of the following conditions precedenthave been satisfied: (a) The Administrative Agent (or its counsel) shall have received from (i) the Borrower, the Subsidiary Guarantors and Ventures Holdco (collectively, the “GCI Parties”), (ii) all Amendment Lenders and Required Lenders, (iii) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent shall (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have received: i. an original counterpart signed counterparts of this Amendment, duly executed by each and (iv) the Borrower, if requested by an Amendment Lender that the Administrative Agent and the Majority Revolving Lenders; and ii. a certificate signed Loans made by such Lender be evidenced by a Responsible Officer of each Borrower certifying that Note, an executed Note payable to such Lender. (Ab) each of Immediately before and after giving effect to, on, as of, and at the time of, the Closing Date (i) the representations and warranties made by any Loan of each GCI Party set forth in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Date as if made on and as of such date (except respects; provided that, to the extent (x) any that such representations and warranties relate, by their terms, specifically refer to a specific an earlier date, in which case such representations and warranties they shall be true and correct in all material respects on and as of such specific date earlier date; provided further that any representation and (y) any such representations and warranties are warranty that is qualified by as to “materiality, in which case such representations and warranties ,” “Material Adverse Effect” or similar language shall be true and correct in all respects) and , (Bii) no Default shall or Event of Default would exist, and (iii) the Administrative Agent shall have occurred and be continuing on received a certificate of the Third Amendment Effective Date; andBorrower dated the Closing Date to such effect, signed by a Responsible Officer of the Borrower. (bc) The Administrative Agent shall have received a certificate of each of the GCI Parties, dated the Closing Date, substantially in the form of Annex B hereto with appropriate insertions, executed by any officer (including the Secretary or any Assistant Secretary) of each such GCI Party. (d) The Parent shall have made an equity contribution to the Borrower, in cash, in an amount not less than $50,000,000 (the “Contribution”). (e) The Administrative Agent shall have received a certificate of the Senior Vice President/Finance of the Borrower, dated the Closing Date, in form and substance satisfactory to the Administrative Agent, certifying as to the pro forma compliance by the Borrower with the Financial Covenants under, and after giving effect to, the Contribution and the Sixth Amended and Restated Credit Agreement. (f) The Administrative Agent shall have received the Consent Fee on behalf of each Amendment Lender. (g) The Administrative Agent shall have received the following executed legal opinions: (i) the Borrowers legal opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.C., special counsel to the Borrower, (ii) the legal opinion of Stoel Rives LLP, special Alaska counsel to the Loan Parties, and (iii) the legal opinion of the Borrower by ▇▇▇▇ ▇▇▇▇▇▇▇, special internal Alaska regulatory counsel to the GCI Parties, and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, special internal federal regulatory counsel to the GCI Parties, in each case, dated the Closing Date, in each case covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent. Each GCI Party hereby requests such counsel to deliver such opinions. (h) The LC Exposure shall not exceed $25,000,000. (i) The Borrower shall have paid (i) all accrued and unpaid interest on the fees referred to in Section 3 of this Amendment Existing Term Loans, the Revolving Loans and the Swingline Loans, (ii) all accrued and unpaid commitment fees and letter of credit participation fees under Section 3.3 of the Credit Agreement, and (iii) all accrued and unpaid fronting fees owed to the Issuing Bank in respect of Letters of Credit. (j) To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (as defined in the Sixth Amended and Restated Credit Agreement), it shall deliver a Beneficial Ownership Certification (as defined in the Sixth Amended and Restated Credit Agreement), such Beneficial Ownership Certification to be in form and substance acceptable to the Administrative Agent. (k) The Administrative Agent shall have received, in immediately available funds, payment or reimbursement of all fees, out-of-pocket costs and expenses, compensation and other amounts then due and payable in connection with this Amendment, including, in the case of the Administrative Agent and the Arrangers, to the extent invoiced at least one Business Day prior to the Closing Date, the reasonable and documented fees, charges and disbursements of counsel to for the Administrative Agent and counsel for the Arranger Arrangers. (l) Without duplication of any payments pursuant to Section 1.04 and Section 1.06(i) hereof, each Departing Revolving Lender shall have received payment of an amount equal to the extent invoiced at least one outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it under the Credit Agreement (1) day prior including any amounts due pursuant to Section 3.6 of the Third Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as Credit Agreement). The Administrative Agent shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the date upon which the Amendment shall be effective (provided that such estimate shall not thereafter preclude a final settling of accounts between notify the Borrower and the Administrative Agent)Lenders of the Closing Date and such notice shall be conclusive and binding. The date on which such Notwithstanding the foregoing, the amendments effected hereby shall not become effective if each of the conditions set forth or referred to in this Section 1.06 shall not have been satisfied (at or waived) is referred prior to herein as the “Third Amendment Effective Date”; provided that the Amendment shall not be effective if the conditions referred to herein are not satisfied (or waived) within 60 days of the date that the Amendment is duly executed by each Borrower5:00 p.m., the Administrative Agent and each Revolving LenderNew York City time, on December 31, 2018.

Amendment Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent: (a) the Administrative Agent shall have received: i. an (i) original counterpart counterparts of this Amendment, duly executed by each the Borrower, the Administrative Agent and the Majority Revolving Required Lenders; (ii) an Acknowledgment and Consent, substantially in the form of Exhibit A, duly executed and delivered by each Subsidiary Guarantor; and ii. (iii) a certificate signed by a Responsible Officer of each the Borrower certifying that (A) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Date as if made on and as of such date (except to the extent (x) any such representations and warranties relate, by their terms, to a specific date, in which case such representations and warranties shall be true and correct in all material respects on and as of such specific date and (y) any such representations and warranties are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) and (B) no Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Date; and (b) the Borrowers Borrower shall have paid (i) the fees referred to in Section 3 of this Amendment and (ii) all fees, charges and disbursements of counsel to the Administrative Agent and the Arranger to the extent invoiced at least one (1) day prior to the Third Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the date upon which the Amendment shall be effective (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). The date on which such conditions have been satisfied (or waived) is referred to herein as the “Third Amendment Effective Date”; provided that the Amendment shall not be effective if the conditions referred to herein are not satisfied (or waived) within 60 days of the date that the Amendment is duly executed by each Borrower, the Administrative Agent and each Revolving Lender.

Amendment Effectiveness. This Amendment shall become effective as of the first date (the “Second Incremental Amendment Effective Date”) on which the following conditions have been satisfied or waived: (a) The effectiveness Administrative Agent (or its counsel) shall have received from (i) the Borrowers, (ii) Holdings and (iii) each Second Additional Term A Lender party hereto and, in the case of the amendments set forth in Section 1.04 hereof, the Required Term A Lenders, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment. (b) The obligation of the Second Additional Term A Lenders party hereto to make Second Additional Term A Loans on the Second Incremental Amendment Effective Date is subject to the satisfaction of the following conditions precedentconditions: (ai) the Administrative Agent shall have received: i. an original counterpart of (x) Immediately before and after giving effect to this Amendment, duly executed by each Borrower, the Administrative Agent Amendment and the Majority Revolving Lenders; and ii. a certificate signed by a Responsible Officer borrowing of each Borrower certifying that (A) each of the Second Additional Term A Loans, the representations and warranties made by any Loan Party of the Borrower Parties and Holdings set forth in or pursuant the Section 3.01, Section 3.02, Section 3.03(b)(i), Section 3.08, Section 3.15, Section 3.17(a) and Section 3.17(b) of the Credit Agreement (in each case, related to the entering into, borrowing under, guaranteeing under, and performance of the Loan Documents Documents, including this Amendment and the granting of Liens in the Collateral), Section 3.14 and Section 3.19 of the Credit Agreement (together, the “Incremental Specified Representations”), shall be true and correct in all material respects on and as of the Third Second Incremental Amendment Effective Date as if made on and as of such date (except Date, provided that, to the extent (x) any that such representations and warranties relate, by their terms, specifically refer to a specific an earlier date, in which case such representations and warranties they shall be true and correct in all material respects on and as of such specific earlier date and (y) any except that, for purposes of this Section 1.05(b)(i), such representations and warranties are specifically referencing (A) the “Effective Date” shall be understood to refer to the Second Incremental Effective Date, (B) “this Agreement” shall be understood to refer to this Amendment and (C) “the Transactions” shall be understood to refer to the transactions contemplated under this Amendment to occur on the Second Incremental Amendment Effective Date, including the borrowing of the Second Additional Term A Loans; provided further that any representation and warranty that is qualified by as to “materiality, in which case such representations and warranties ,” “Material Adverse Effect” or similar language shall be true and correct in all respects) respects on the Second Incremental Effective Date or on such earlier date, as the case may be and (By) at the time of the request by the Borrowers pursuant to Section 2.20 of the Credit Agreement for additional Term A Loans pursuant to this Amendment and after giving effect to this Amendment and the borrowing of the Second Additional Term A Loans, no Default or Event of Default shall have occurred and be continuing on under clause (a), (b), (h) or (i) of Section 7.01 of the Third Credit Agreement. (ii) The Administrative Agent and the Second Additional Term A Lenders shall have received a certificate of a Responsible Officer of each of the Borrower Parties dated the Second Incremental Amendment Effective Date; and (b) the Borrowers shall have paid , certifying compliance with clause (i) above. (iii) The Administrative Agent and the fees referred Second Additional Term A Lenders shall have received written opinions (addressed to the Administrative Agent, the Collateral Agent and the Second Additional Term A Lenders and dated the Second Incremental Amendment Effective Date) of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special New York counsel for the Loan Parties, (ii) ▇▇▇▇▇▇ and Calder, Cayman Islands counsel for the Loan Parties and (iii) Loyens & Loeff, Luxembourg counsel for the Loan Parties. (iv) The Administrative Agent shall have received a copy of (i) each Organizational Document of each Borrower Party and Holdings certified, to the extent applicable, as of a recent date by the applicable Governmental Authority; provided that such documents shall not be required to be delivered if the Borrower Parties and Holdings provide certifications that the applicable Organization Documents delivered to the Administrative Agent in connection with the Credit Agreement remain in full force and effect and have not been amended, modified, revoked or rescinded since the date of delivery, (ii) signature and incumbency certificates of the Responsible Officers of each Borrower Party and Holdings executing the Loan Documents to which it is a party; provided that such incumbency certificates shall not be required to be delivered if the Borrower Parties and Holdings provide certifications that the applicable incumbency certificates delivered to the Administrative Agent in connection with the Credit Agreement remain true and correct since the date of delivery, (iii) resolutions of the Board of Directors and/or similar governing bodies of each Borrower Party and Holdings approving and authorizing the execution, delivery and performance of this Amendment, certified as of the Second Incremental Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (iv) a good standing certificate (to the extent such concept exists and delivery is customary in the applicable jurisdiction) from the applicable Governmental Authority of each Borrower Party and Holdings’ jurisdiction of incorporation, organization or formation. (v) The Administrative Agent shall have received a Borrowing Request in accordance with the requirements set forth in Section 3 2.03 of this the Credit Agreement requesting that the Second Additional Term A Lenders make the Second Additional Term A Loans to the Borrower Parties on the Second Incremental Amendment Effective Date. (vi) Each Loan Party shall have entered into the August 2016 Reaffirmation Agreement. (vii) The Administrative Agent shall have received a completed “Life-of- Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property, and, if any part of such Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower, and (ii) certificates of insurance evidencing the insurance required by Section 5.07(b) of the Credit Agreement. (c) The Administrative Agent shall have received, in immediately available funds, payment or reimbursement of all reasonable and documented or invoiced out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel counsel) required to the Administrative Agent and the Arranger be reimbursed or paid by any Loan Party under any Loan Document to the extent invoiced at least one (1) day two Business Days prior to the Third Second Incremental Amendment Effective Date. The Administrative Agent shall have received the fees payable under the fee letter, plus such additional amounts dated as of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the date upon which the Amendment shall be effective (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and hereof, among the Administrative Agent), Lenders and Holdings in accordance with the terms thereof. The date on which such Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the Second Additional Term A Lenders hereunder to make Second Additional Term A Loans will automatically terminate if each of the conditions have set forth or referred to in Section 1.05 hereof has not been satisfied (or waived) is referred waived at or prior to herein as the “Third Amendment Effective Date”; provided that the Amendment shall not be effective if the conditions referred to herein are not satisfied (or waived) within 60 days of the date that the Amendment is duly executed by each Borrower5:00 p.m., the Administrative Agent and each Revolving LenderNew York City time, on August 2, 2016.

Amendment Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent: (a) the Administrative Agent shall have received: i. (i) an original counterpart of this Amendment, duly executed by the Borrower and the Administrative Agent, and Lender Consent Letters, substantially in the form of Exhibit A (each Borrowera “Lender Consent Letter”), duly executed and delivered by the Required Lenders, the Administrative Agent Majority Facility Lenders with respect to the Tranche B Term Facility, and each Revolving Lender with respect to the Majority Revolving LendersFacility; (ii) an Acknowledgement and Consent, substantially in the form of Exhibit B, duly executed and delivered by each Subsidiary Guarantor; and ii. (iii) a certificate signed by a Responsible Officer of each the Borrower certifying that (A) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Date as if made on and as of such date (except to the extent (x) any such representations and warranties relate, by their terms, to a specific date, in which case such representations and warranties shall be true and correct in all material respects on and as of such specific date and (y) any such representations and warranties are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) and (B) no Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Date; (b) 65% of the Capital Stock in Middletown Coke Company, LLC and Haverhill Coke Company LLC shall have been contributed to the MLP and the MLP shall have (i) consummated its registered initial public offering (the “IPO”) and (ii) issued $150.0 million aggregate principal amount of senior notes, in each case, substantially simultaneously with the closing of this Amendment; (c) the Borrower shall have made a prepayment of the Term Loans in an aggregate principal amount of $225,000,000 and such prepayment by the Borrower shall be made pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders and applied, first, to the next four successive installments in direct order of maturity and, second, to reduce the then remaining installments of the Term Loans, pro rata based on the respective then remaining principal amounts thereof; (d) the Borrower shall have paid to the Administrative Agent (i) an amendment fee (the “Amendment Fee”) for the account of each Term Lender that consents to and executes this Amendment on or prior to the Amendment Effective Date (each a “Consenting Term Lender”) in an amount equal to 0.15% of the unpaid principal amount of the Term Loans of each such Consenting Term Lender (as determined as of the Amendment Effective Date) and (ii) an extension fee (the “Extension Fee”) for the ratable account of each Revolving Lender in an amount equal to 0.15% of the Revolving Commitments of each such Revolving Lender (as in effect as of the Amendment Effective Date); and (be) the Borrowers Borrower shall have paid (i) the fees referred to in Section 3 of this Amendment and (ii) all fees, charges and disbursements of counsel to the Administrative Agent and the Arranger to the extent invoiced at least one (1) day prior to the Third Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the date upon which the Amendment shall be effective (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). The date on which such conditions have been satisfied (or waived) is referred to herein as the “Third Amendment Effective Date”; provided that the Amendment shall not be effective if the conditions referred to herein are not satisfied (or waived) within 60 days of the date that the Amendment is duly executed by each Borrower, the Administrative Agent and each Revolving Lender.

Amendment Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent: (a) the Administrative Agent shall have received: i. an (i) original counterpart counterparts of this Amendment, duly executed by each the Borrower, the Administrative Agent and the Majority Revolving Required Lenders; (ii) an Acknowledgment and Consent, substantially in the form of Exhibit A, duly executed and delivered by each Subsidiary Guarantor; and ii. (iii) a certificate signed by a Responsible Officer of each the Borrower certifying that (A) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the Third Fourth Amendment Effective Date as if made on and as of such date (except to the extent (x) any such representations and warranties relate, by their terms, to a specific date, in which case such representations and warranties shall be true and correct in all material respects on and as of such specific date and (y) any such representations and warranties are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) and (B) no Default or Event of Default shall have occurred and be continuing on the Third Fourth Amendment Effective Date; and (b) the Borrowers Borrower shall have paid (i) all fees to the fees referred to in Section 3 of this Amendment Administrative Agent and (ii) all fees, charges and disbursements of counsel to the Administrative Agent and the Arranger Agent, in each case to the extent invoiced at least one (1) day prior to the Third Fourth Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the date upon which the Amendment shall be effective (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). The date on which such conditions have been satisfied (or waived) is referred to herein as the “Third Fourth Amendment Effective Date”; provided that the Amendment shall not be effective if the conditions referred to herein are not satisfied (or waived) within 60 days of the date that the Amendment is duly executed by each Borrower, the Administrative Agent and each Revolving Lender.

Amendment Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent: (a) the The Administrative Agent shall have received: i. an original counterpart (i) counterparts of this Amendment, duly executed by each the Borrower, the MLP, the Administrative Agent and the Majority Revolving Required Lenders; and (ii. ) a certificate signed by a Responsible Officer of each Borrower Loan Party certifying that that, before and after giving effect to this Amendment: (A) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be (other than the representation and warranty contained in Section 5.06(b) of the Credit Agreement) are true and correct in all material respects on and as of the Third Amendment Effective Date as if made on and as of such date date, except that (except x) the representations and warranties contained in Section 5.06(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished to the Administrative Agent pursuant to Section 6.01 of the Credit Agreement, (y) to the extent (x) any such representations and warranties relate, by their terms, to a specific date, in which case such representations and warranties shall be true and correct in all material respects on and as of such specific date date, and (yz) to the extent any such representations and warranties are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) and ; and (B) no Default or Event of Default shall have has occurred and be is continuing on the Third Amendment Effective Date; and. (b) the Borrowers The Borrower shall have paid (i) the fees referred to in Section 3 of this Amendment and (ii) all fees, charges and disbursements of counsel to the Administrative Agent and the Arranger to the extent invoiced at least one (1) day prior to the Third Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the date upon which the Amendment shall be effective (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). The date on which such conditions have been satisfied (or waived) waived in accordance with Section 10.01 of the Credit Agreement is referred to herein as the “Third Amendment Effective Date”; provided that . The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall not be effective if the conditions referred to herein are not satisfied (or waived) within 60 days of the date that the Amendment is duly executed by each Borrower, the Administrative Agent conclusive and each Revolving Lenderbinding.

Amendment Effectiveness. The effectiveness Section 1.02 of this Amendment is subject to shall become effective as of the satisfaction of first date (the “First Amendment Effective Date”) on which the following conditions precedenthave been satisfied or waived by the Required Purchasers: (a) The Purchasers (or its counsel) shall have received from (i) the Borrower, (ii) the Required Purchasers and (iii) the Administrative Agent shall either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Purchasers (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have received: i. an original counterpart signed counterparts of this Amendment, duly executed by each Borrower, the . (b) The Administrative Agent and the Majority Revolving Lenders; andPurchasers shall have received, or substantially simultaneously with the effectiveness of this Amendment shall have received, in immediately available funds, all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including, to the extent invoiced at least one (1) Business Day prior to the First Amendment Effective Date (except as otherwise reasonably agreed by the Borrower), the reasonable fees, charges and disbursements of counsel for the Purchasers and of counsel for the Administrative Agent. (c) On the First Amendment Effective Date, immediately prior to and immediately after giving effect to this Amendment, (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii. a certificate signed by a Responsible Officer of each Borrower certifying that (A) each all of the representations and warranties made by any Loan of each Note Party set forth in or pursuant to this Amendment and the Loan other Note Documents shall be true and correct in all material respects on and as of the Third First Amendment Effective Date as if made on and as of such date (except Date; provided that, to the extent (x) any that such representations and warranties relate, by their terms, specifically refer to a specific an earlier date, in which case such representations and warranties they shall be true and correct in all material respects on and as of such specific date earlier date; provided, further, that any representation and (y) any such representations and warranties are warranty that is qualified by as to “materiality, in which case such representations and warranties ,” “Material Adverse Effect” or similar language shall be true and correct in all respectsrespects (giving effect to any such qualifications) and on the First Amendment Effective Date or on such earlier date, as the case may be. (Bd) no Default or Event of Default The Purchasers shall have occurred and be continuing on received a certificate of a Responsible Officer of the Third Amendment Effective Date; and (b) Borrower, dated the Borrowers shall have paid (i) the fees referred to in Section 3 of this Amendment and (ii) all fees, charges and disbursements of counsel to the Administrative Agent and the Arranger to the extent invoiced at least one (1) day prior to the Third First Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements certifying as to compliance with clause (c) above. (e) Each Note Party shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through have entered into the date upon which the First Amendment shall be effective (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). The date on which such conditions have been satisfied (or waived) is referred to herein as the “Third Amendment Effective Date”; provided that the Amendment shall not be effective if the conditions referred to herein are not satisfied (or waived) within 60 days of the date that the Amendment is duly executed by each Borrower, the Administrative Agent and each Revolving LenderReaffirmation Agreement.

Amendment Effectiveness. The effectiveness of this Amendment is the amendments to the Credit Agreement contemplated hereby and the obligations of each 2018 Term Lender to make any 2018 Term Loans hereunder shall be subject to the satisfaction (or waiver by each 2018 Term Lender party hereto), on or prior to March 29, 2018, of the following conditions precedent:(the first Business Day on which all conditions are so satisfied or waived and the 2018 Term Loans are made, the “Amendment No. 4 Effective Date”): (a) the Administrative Agent shall have received:received counterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrowers, Holdings and the Subsidiary Guarantors (other than PPD Services, Inc.), (ii) the Administrative Agent and (iii) each 2018 Term Lender; i. (b) the Administrative Agent shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Holdings, the Borrowers and each Subsidiary Guarantor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; (c) the Administrative Agent shall have received such documents and certifications (including Organization Documents (or certifications of a Responsible Officer that there have been no changes to the Organizational Documents since the Amendment No. 3 Effective Date, as applicable) and, to the extent available under applicable local law, good standing certificates) as the Administrative Agent may reasonably require to evidence that Holdings, the Borrowers and each Subsidiary Guarantor is duly organized or formed, and that each of them is validly existing, and, to the extent available under local law, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (d) the Administrative Agent shall have received a Committed Loan Notice relating to the incurrence of the 2018 Term Loans; (e) the Administrative Agent shall have received a solvency certificate executed by the chief financial officer or similar officer, director, manager or authorized signatory of the Parent Borrower (after giving effect to the repayment of the 2017 Term Loans and the funding of the 2018 Term Loans to the Borrowers); (f) the Administrative Agent shall have received an original counterpart opinion of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York, Delaware, Texas and California counsel to the Loan Parties, and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ counsel to the Administrative Agent and each 2018 Term Lender, in each case in form and substance reasonably satisfactory to the Administrative Agent; (g) subject to Section 6 of this Amendment, duly all actions or documents reasonably requested by the Administrative Agent that are necessary to establish or re-affirm that the Collateral Agent will have a perfected first priority security interest (subject to Liens permitted under Section 7.02 of the Credit Agreement) in the Collateral to secure the 2018 Term Loans shall have been taken or executed by each Borrowerand delivered (including, if so requested, deeds of confirmation, amendments and/or supplements to Collateral Documents); (h) the Administrative Agent and its affiliates shall have received from the Majority Revolving Lenders; andBorrowers (or shall be satisfied that it will receive substantially concurrently with the effectiveness of this Amendment) immediately available funds in an amount sufficient to consummate the Loan Repayment and pay all other fees and reimburse all expenses separately agreed in writing by the Borrowers and any 2018 Term Lender or required by Section 10.04 of the Credit Agreement or by any other Loan Document to be paid by the Borrowers in connection with this Amendment and the transactions contemplated hereby (to the extent, in the case of reimbursement of expenses, invoiced in reasonable detail on or prior to the date hereof); ii. (i) the representations and warranties set forth in Section 4 above shall be true and correct, and no Default or Event of Default shall exist before or after giving effect to the transactions contemplated hereby (and the Administrative Agent shall have received a certificate signed certification by a Responsible Officer of each Borrower certifying that the condition specified in this clause (Ai) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Date as if made on and as of such date (except to the extent (x) any such representations and warranties relate, by their terms, to a specific date, in which case such representations and warranties shall be true and correct in all material respects on and as of such specific date and (y) any such representations and warranties are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) and (B) no Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Datebeen satisfied); and (bj) substantially concurrently with the Borrowers effectiveness of this Amendment, the 2018 Term Loans shall have paid (i) the fees referred to in Section 3 of this Amendment and (ii) all fees, charges and disbursements of counsel to the Administrative Agent and the Arranger to the extent invoiced at least one (1) day prior to the Third Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the date upon which the Amendment shall be effective (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). The date on which such conditions have been satisfied (or waived) is referred to herein as the “Third Amendment Effective Date”; provided that the Amendment shall not be effective if the conditions referred to herein are not satisfied (or waived) within 60 days of the date that the Amendment is duly executed by each Borrower, the Administrative Agent and each Revolving Lendermade.