Common use of Certain Documents Clause in Contracts

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)

Certain Documents. The Administrative Agent and the Successor Administrative Agent Such Purchaser shall have received each of the following, each dated as the date of the Effective Date applicable Closing Day (unless except as otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent:noted below): (i) this Amendment, duly executed The Note(s) to be purchased by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders;such Purchaser. (ii) Certified copies of the Consent, resolutions of (a) the Board of Directors of the Company authorizing the execution and delivery of this Agreement and Affirmation (including the provision of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”Parent Guaranty), duly executed by the Collateral Documents and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Collateral Documents and the Notes, (b) the Board of Directors of each of the Guarantors; (iii) (x) Subsidiary Guarantors authorizing the DBNY Resignation execution and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as delivery of the date hereof Collateral Documents and (y) the “Effective Date” underc), and as defined inif applicable, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors of the Issuer Subsidiary authorizing execution and delivery of the Notes and of a Confirmation of Acceptance with respect to this Agreement and the Notes. 7 (iii) Certificates of the Secretary or Sole MemberAssistant Secretary and one other officer of each of the Company, the Subsidiary Guarantors, and, if applicable, the Issuer Subsidiary certifying the names and true signatures of the officers of the Company, the Subsidiary Guarantors and, if applicable, the Issuer Subsidiary authorized to sign this Agreement, the Collateral Documents, the applicable Confirmation of Acceptance and the Notes (as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment ) and the other Loan Documents documents to be delivered in connection herewith to which such Loan Party is a party;hereunder or thereunder. (iv) Certified copies of the Company’s, each Subsidiary Guarantor’s, and, if applicable, the Issuer Subsdiary’s Certificate of Incorporation and By-laws. (v) A favorable opinion of the General Counsel of the Company, the Subsidiary Guarantors and, if applicable, the Issuer Subsidiary (or such other counsel designated by the Company and acceptable to the Purchaser(s)) and substantially in the form of Exhibit D attached hereto, and as to such other matters as such Purchaser may reasonably request and (b) if Notes are to be issued by an Issuer Subsidiary which is not organized or incorporated under United States law, a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., special counsel to the Loan Partiessuch Issuer Subsidiary, in form and substance reasonably which special counsel shall be satisfactory to the Successor Administrative Agent Purchasers and admitted to practice in the jurisdiction in which such Issuer Subsidiary is incorporated or organized, addressing such matters relating to this Amendment as the Successor Administrative Agent Purchasers may reasonably request;require. The Company and, if applicable, the Issuer Subsidiary hereby direct each such counsel to deliver such opinion, agree that the issuance and sale of any Notes will constitute a reconfirmation of such authorization, and understand and agree that each Purchaser receiving each such opinion(s) will and is hereby authorized to rely on such opinion(s). (vi) a copy A good standing (or equivalent) certificate for each of the notice delivered by Company, the Subsidiary Guarantors and, if applicable, the Issuer Subsidiary from the secretary of state (or equivalent official) of its jurisdiction of organization dated as of a Responsible Officer recent date and such other evidence of the Borrower status of the Company, the Subsidiary Guarantors, and, if applicable, the Issuer Subsidiary as such Purchaser may reasonably request. (vii) Additional documents or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel certificates with respect to legal matters or corporate or other proceedings related to the Borrower)transactions contemplated hereby as may be reasonably requested by such Purchaser. For Closing Days subsequent to the Closing Day on which Notes are first issued, to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(cclauses (ii), (iii) and (iv) above may, to the extent appropriate, be satisfied by delivery of “bring-down” certifications from the applicable officers.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), each in form and substance reasonably satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly Agreement executed by the Tranche B-1 Term Loan Lenders, the Required Lenders (provided that the determination of the Required Lenders for purposes of the Amendments provided for in Section 2 shall be made after giving effect to the Incremental Borrowing and the application of proceeds of the Tranche B-1 Term Loans), each Lender that has a Revolving Credit Commitment, the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender other Credit Parties and the Required LendersAgent; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board board of Directors or Sole Member, as applicable, directors of each Loan Credit Party approving the execution, delivery and performance of this Amendment Agreement and the other Loan Documents documents to be executed in connection herewith; (iii) a certificate of the secretary or assistant secretary of each Credit Party dated the Effective Date, certifying (A) that attached thereto is a true and complete copy of each organizational document of such Credit Party and that either (x) such organizational documents have not been altered since delivery of such documents on the Effective Date (including certification, if any, by the Secretary of State of the state of its organization delivered on the Effective Date) or (y) such organizational document are in full force and effect on the date hereof, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Credit Party authorizing the execution, delivery and performance of this Agreement and, in the case of the Borrower, the borrowings of the Tranche B-1 Term Loans referenced herein, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of such Credit Party (together with a certificate of another officer as to which the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (iii)); (iv) a certificate as to the good standing of each Credit Party, to the extent requested by the Agent (in so-called “long-form” if available), as of a recent date, from such Loan Party is a partySecretary of State (or other applicable Governmental Authority); (v) a certificate of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Section 7.1 of the Credit Agreement and this Section 4 have been satisfied; and (vi) a favorable opinion of (a) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, (b) Elvinger, Hoss & Prussen, Luxembourg counsel to the Borrower, (c) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C., special U.K. counsel to the Loan PartiesBorrower and (d) ▇▇▇▇▇ Stagnetto ▇▇▇▇▇, special Gibraltar counsel to the Borrower, each in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)Agent.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Facilities Increase Date for such Facilities Increase each of the following, each dated as of the Effective on or prior to such Facilities Increase Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), each in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, written commitments duly executed by the Borrowerapplicable Incremental Lenders in an aggregate amount equal to the amount of the proposed Facilities Increase (as agreed between the Borrower Representative and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facilities Increases, the maximum amount set forth in Section 2.01(c) (Facilities Increase)) and, in the case of each Incremental Lender that is not an existing Lender at the time of the applicable Facilities Increase, an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower Representative and duly executed by the Borrower Representative, the Administrative Agent, each 2010 Extending Term Agent and such Incremental Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) subject to the Consent, Agreement and Affirmation requirements of Guaranty in the form attached hereto as Exhibit A Section 2.01(c) (the “Guarantor Consent”Facilities Increase), duly an amendment to this Agreement, effective as of the Facilities Increase Date and executed by each the Borrower Representative, the Administrative Agent and the applicable Incremental Lenders, to the extent necessary to implement the terms and conditions of the GuarantorsFacilities Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower Representative and the Administrative Agent; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors Directors, the Board of Managers or Sole Member, as applicablethe case may be, of each Loan Party approving the consummation of such Facilities Increase and the execution, delivery and performance of the corresponding amendments to this Amendment Agreement and the other Loan Documents delivered to be executed in connection herewith therewith; (iv) a favorable opinion of counsel for the Loan Parties, addressed to which such Loan Party is a partythe Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; (v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment other documents as the Successor Administrative Agent may reasonably request; (vi) request or as any Incremental Lender participating in such Facilities Increase may reasonably require as a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel condition to the Borrower), to each Local Agent its commitment in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)such Facilities Increase.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Effective Date each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this AmendmentAgreement, duly ▇▇▇▇ executed and delivered by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required LendersCompany; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Guaranty, duly executed by each of the GuarantorsGuarantor; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit BPledge Amendment, duly executed by the BorrowerCompany and each Pledgor and The Bank of New York Mellon Trust Company, the GuarantorsN.A., the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” underAdditional Secured Debt Designation, duly executed by the Company and as defined inthe Collateral Agent, in each case, in the DBNY Resignation form previously provided to the Administrative Agent and Assignment Agreement shall have occurredLC Participants; (iv) evidence satisfactory to the Administrative Agent that the Collateral Agent (for the benefit of the Secured Parties) shall have a valid and perfected security interest in the Collateral; (v) [reserved]; (vi) a favorable opinion of (A) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Credit Parties, (B) counsel to the Credit Parties in Nevada and (C) Deputy General Counsel of the Company, in each case addressed to the Administrative Agent and the LC Participants and addressing such other matters as any LC Participant through the Administrative Agent may reasonably request; (vii) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Credit Party, certified copies as of a recent date by the Secretary of State of the state of organization of such Credit Party, together with certificates of such official attesting to the good standing of each such Credit Party; (viii) a certificate of the Secretary or an Assistant Secretary of each Credit Party certifying (A) the names and true signatures of each officer of such Credit Party that has been authorized to execute and deliver any LC Facility Document or other document required hereunder to be executed and delivered by or on behalf of such Credit Party, (B) the by-laws (or equivalent Constituent Document) of such Credit Party as in effect on the date of such certification, (C) the resolutions of the such Credit Party’s Board of Directors (or Sole Member, as applicable, of each Loan Party equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment Agreement and the other Loan LC Facility Documents delivered in connection herewith to which such Loan Party it is a partyparty and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Credit Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (vix) [reserved]; (x) a favorable opinion certificate of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel a Responsible Officer to the Loan effect that (A) the Credit Parties, taken as a whole, are Solvent on the Effective Date, (B) the condition set forth in form Section 3.2(b) (Conditions Precedent to Each Letter of Credit) has been satisfied and substance (C) no action, suit, investigation, litigation or proceeding not disclosed in the 2013 10-K has been commenced against any Credit Party or any of its Subsidiaries that (x) could have a Material Adverse Effect or (y) restrains, prevents or imposes or can reasonably satisfactory be expected to impose materially adverse conditions upon the Successor Administrative Agent LC Facility or the transactions contemplated hereby; and (xi) such other certificates, documents, agreements and addressing such matters relating to this Amendment information respecting any Credit Party as any LC Participant through the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c).

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by each of the BorrowerLoan Parties, the Third Party Security Provider and the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement Acknowledgment and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment AgreementConsents, in the form attached set forth hereto as Exhibit B, duly executed by all of the BorrowerLenders holding Term Loans on the Amendment Effective Date (after giving effect to any assignments of Term Loans effectuated pursuant to Section 2.16(c) of the Credit Agreement on or prior to the Amendment Effective Date); (iii) amendments to the other Loan Documents or such other documents as may be necessary or appropriate, in the Guarantors, opinion of the Existing Agent and the Successor Administrative Agent, dated as to effect fully the purposes of this Amendment executed by the parties thereto, including without limitation, any documents that the Administrative Agent may deem reasonably necessary or advisable to reaffirm, confirm or ensure that the Secured Obligations are guaranteed by Holdings and all of the date hereof Subsidiary Guarantors and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredare secured by all Collateral; (iv) a certificate of the secretary, assistant secretary or managing director (where applicable) of each Loan Party and the Third Party Security Provider dated the Amendment Effective Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the constitutional documents) of such Loan Party or Third Party Security Provider, as applicable, certified copies (to the extent customary in the applicable jurisdiction) as of a recent date by the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of its organization, (B) that attached thereto is a true and complete copy of resolutions of duly adopted by the Board of Directors or Sole Memberand/or shareholders, as applicable, of each such Loan Party approving or such Third Party Security Provider, as applicable, authorizing the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith executed as of the Amendment Effective Date to which such Loan Party person is a partyparty and that such resolutions, or any other document attached thereto, have not been modified, rescinded, amended or superseded and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment and the other Loan Documents as of the Amendment Effective Date (together with a certificate of another officer as to the incumbency and specimen signature of the secretary, assistant secretary or managing director executing the certificate in this clause (v), and other customary evidence of incumbency) (provided that, with respect to the Third Party Security Provider, Holdings and the Subsidiary Guarantors, the matters referred to in clause (A) and (C) may be evidenced by certifications that the items reference in clauses (A) and (C) have not been modified since the Closing Date and are accurately reflected in the certificates delivered on the Closing Date); (v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment good standing certificates (where applicable or such other customary functionally equivalent certificates or abstracts) as the Successor Administrative Agent may reasonably requestrequest of each Loan Party and the Third Party Security Provider (in so-called “long-form” if available), as of a recent date prior to the Amendment Effective Date, from the applicable Governmental Authority of such Loan Party’s or Third Party Security Provider’s (as the case may be) jurisdiction of organization; (vi) a copy favorable opinion of counsels to the notice delivered by Loan Parties, addressed to the Agents and the Lenders in form and substance and from counsels reasonably satisfactory to the Administrative Agent; (vii) an Officer’s Certificate of a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇Borrower, P.C, counsel addressed to the Borrower), to each Local Revolving Credit Administrative Agent certifying that the Borrower has determined in respect of each outstanding Local Credit Facility pursuant to good faith that this Amendment satisfies the requirements of Section 5.4(c)6.11(d) of the Revolving Credit Agreement; and (viii) such additional documentation as the Administrative Agent may reasonably require.

Certain Documents. The Administrative On or before the first Funding Date, the Loan Agent and the Successor Administrative Agent Initial Lender shall have received each of the following, each dated as appropriately: (i) this Agreement, duly executed and delivered by the parties hereto; (ii) the Notes duly executed by the Borrowers and conforming to the requirements set forth in Section 2.4(d) hereof; (iii) the documents described in clauses (i), (ii), and (iii) of the Effective Date (unless otherwise agreed to definition of "Collateral Documents", duly executed and delivered by the Administrative Agent parties thereto; (iv) the favorable opinions of (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and Vedder, Price, ▇▇▇▇▇▇▇ & Kammholz, P.C., counsel to America West, (B) ▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to US Airways and the Successor Administrative Agent)Guarantor, (C) General Counsel of America West in form and substance satisfactory to the Administrative Loan Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and (D) General Counsel of US Airways and the Required LendersGuarantor; (iiv) a copy of the Consent, Agreement and Affirmation articles or certificate of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by incorporation of each of the GuarantorsBorrowers and the Guarantor, certified as of a recent date by the Secretary of State of the state of organization of such Person, together with a "long-form" certificate of such official attesting to the good standing of such Person; (iiivi) a certificate of each of the Borrowers and the Guarantor signed on behalf of such Person by its Secretary or an Assistant Secretary certifying (xA) the DBNY Resignation names and Assignment Agreementtrue signatures of each officer of such Person who has been authorized to execute and deliver each Loan Document required to be executed and delivered by or on behalf of such Person hereunder or thereunder, (B) the by-laws of such Person as in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of effect on the date hereof and of such certification, (yC) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board such Person's board of Directors or Sole Member, as applicable, of each Loan Party directors approving and authorizing the execution, delivery and performance of this Amendment and the other each Loan Documents delivered in connection herewith Document to which such Loan Party it is a partyparty and (D) that there have been no changes in the certificate of incorporation of such Person from the certificate of incorporation delivered pursuant to the immediately preceding clause; (vvii) a favorable opinion certificate of ▇▇▇▇ ▇▇▇▇▇▇▇each of the Borrowers and the Guarantor, P.C.signed by its duly authorized officer, counsel certifying (i) that all representations and warranties of such Person contained in Article IV hereof are true and correct in all material respects on and as of the Closing Date, before and after giving effect to any Borrowing to be made on such date and to the Loan Partiesapplication of the proceeds therefrom, in form and substance reasonably satisfactory (ii) that no Default or Event of Default has occurred and is continuing, or would result from any Borrowing to be made on such date and the Successor Administrative Agent and addressing such matters relating to this Amendment as application of the Successor Administrative Agent may reasonably request;proceeds therefrom; and (viviii) a copy of the notice ATSB Loan Agreements and of each counter-guarantee or guarantee delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇thereunder, P.C, counsel all in form and substance satisfactory to the Borrower), to Loan Agent and each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)Lender.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Restatement Date (and, to the extent any Borrowing of any Eurodollar Rate Loans is requested to be made on the Restatement Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans, at least one Business Day prior to the Restatement Date) each of the following, each dated as of the Effective Restatement Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentin sufficient copies for each Lender: (i) this Amendmentthe Amendment Agreement, duly executed and delivered by the BorrowerBorrower and, for the Administrative Agentaccount of each Lender requesting the same, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and a Note of the Required LendersBorrower conforming to the requirements set forth herein; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Reaffirmation Agreement, duly executed by the Borrower and each of the GuarantorsGuarantor; (iii) (x) a favorable opinion of ▇▇▇▇▇▇ & Bird, LLP, counsel to the DBNY Resignation and Assignment AgreementLoan Parties, in addressed to the form attached hereto as Exhibit B, duly executed by the BorrowerAdministrative Agent, the Guarantors, the Existing Collateral Agent and the Successor Lenders and in form satisfactory to the Administrative Agent, dated as of addressed to the date hereof and (y) the “Effective Date” under, and as defined inAdministrative Agent, the DBNY Resignation Collateral Agent and Assignment Agreement shall have occurredthe Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request; (iv) certified copies of resolutions a copy of the Board articles or certificate of Directors incorporation (or Sole Memberequivalent Constituent Document) of each Loan Party, certified as applicableof the Effective Date by the Secretary of State of the state of organization of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party; provided that, in lieu of delivery of each of the documents set forth in this clause (iv), each applicable Loan Party may deliver a certificate executed by the President or any Vice President of such Loan Party certifying that there have been no material amendments to those documents previously delivered to the Administrative Agent on the Effective Date pursuant to Section 3.1(a)(vii) of the Existing Credit Agreement. (v) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party’s board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment Agreement and the other Loan Documents delivered in connection herewith to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party is a party; from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (iv) above; provided that, in lieu of delivery of each of the documents set forth in this clause (v) ), each applicable Loan Party may deliver a favorable opinion certificate executed by the President or any Vice President of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel such Loan Party certifying that there have been no material amendments to those documents previously delivered to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating on the Effective Date pursuant to this Amendment as Section 3.1(a)(viii) of the Successor Administrative Agent may reasonably request;Existing Credit Agreement. (vi) a copy certificate of the notice delivered by chief financial officer of the Borrower, stating that the Borrower and its Subsidiaries, on a consolidated basis, are Solvent after giving effect to the incurrence of Indebtedness hereunder, the application of the proceeds thereof in accordance with the terms of this Agreement, the payment of all estimated legal, accounting and other fees related thereto; (vii) a certificate of a Responsible Officer to the effect that (A) the representations and warranties set forth in Article IV (Representations and Warranties) and in the other Loan Documents shall be true and correct on and as of the Borrower Restatement Date, (B) no Default or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel Event of Default shall exist or be continuing on the Restatement Date after giving effect to the BorrowerBorrowings hereunder, (C) the making of the Loans on such date does not violate any Requirement of Law on the date of or immediately following such date and is not enjoined, temporarily, preliminarily or permanently, (D) each condition set forth in Section 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit) and Section 3.1(h) has been satisfied, and (E) no litigation (except as set forth on Schedule 4.7 (Litigation), to each Local Agent in respect ) has been commenced against any Loan Party or any of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)its Subsidiaries that would have a Material Adverse Effect;

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Closing Date (and, to the extent any Borrowing of any Eurocurrency Rate Loans or BA Rate Loans is requested to be made on the Closing Date, in respect of the Notice of Borrowing for such Eurocurrency Rate Loans or BA Rate Loans, as the case may be, at least three Business Days prior to the Closing Date) each of the following, each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentin sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by the BorrowerBorrowers and, for the Administrative Agentaccount of each Lender requesting the same, a Note of each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and Borrower conforming to the Required Lendersrequirements set forth herein; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Intercreditor Agreement, duly executed and delivered by each of the GuarantorsAlcan; (iii) the Guaranties listed on Schedule 3.1-1, duly executed and delivered by each Guarantor; (iv) except as set forth on Schedule 7.15 (Post-Closing Covenants), the Collateral Documents listed on Schedule 3.1-1 and Schedule 3.1-2, duly executed and delivered by each Borrower and each Loan Party, together with each of the following: (A) evidence (including a Perfection Certificate certified by a Responsible Officer of the Company) reasonably satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered at the closing, the Administrative Agent (for the benefit of the Secured Parties) 71 shall have a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the DBNY Resignation and Assignment Agreement, Administrative Agent may reasonably request with respect to the perfection of its security interests in the form attached hereto Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as Exhibit the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by such Collateral Documents) and (y) copies of Lien search reports as of a recent date and other applicable documents under the laws of any jurisdiction with respect to the registration or recordation of Liens listing all Liens on the assets of each Loan Party, none of which shall indicate a Lien on the Collateral except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder; (B) all certificates, instruments and other documents representing all Stock being pledged pursuant to such Collateral Documents and stock powers for such certificates, instruments and other documents executed in blank; (C) all instruments representing debt instruments, including all Intercompany Notes, being pledged pursuant to such Collateral Documents duly endorsed in favor of the Administrative Agent or in blank; (D) all Deposit Account Control Agreements, duly executed by the Borrowercorresponding Deposit Account Bank and Loan Party, that, in the Guarantors, reasonable judgment of the Existing Agent and the Successor Administrative Agent, dated shall be required for the Loan Parties to comply with Section 7.12 (Control Accounts, Approved Deposit Accounts); and (E) Securities Account Control Agreements duly executed by the appropriate Loan Party and (1) all "securities intermediaries" (as defined in the UCC) with respect to all Securities Accounts and securities entitlements of the date hereof Borrowers and each Guarantor and (y2) the “Effective Date” under, and all "commodities intermediaries" (as defined in, in the DBNY Resignation UCC) with respect to all commodities contracts and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of commodities accounts held by the Board of Directors or Sole Member, as applicable, of Borrowers and each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a partyGuarantor; (v) a favorable opinion of ▇▇▇▇ (A) (1) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, P.C.U.S. outside counsel to the Alcan, counsel in substantially the form of Exhibit G (Form of Opinion of Counsel for the Loan Parties), (2) outside counsels to the Loan Parties in Texas, Canada, U.K., Ireland, Belgium, Germany, France, Luxembourg, Switzerland, Italy, Brazil, Mexico and (3) internal counsels to the Loan Parties, in form and substance reasonably satisfactory each case, addressed to the Successor Administrative Agent and the Lenders and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably requestrequest and (C) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date; (vi) a copy of the notice articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by the Secretary of State of the state of organization of such Loan Party (or, if not applicable, by the Secretary or an Assistant Secretary of such Loan Party), together with certificates of 72 such official attesting to the good standing of each such Loan Party, or such other evidence of status reasonably satisfactory to the Administrative Agent under the jurisdiction under which such Loan Party is organized (including, with respect to any Loan Party organized under the laws of Canada or any jurisdiction therein, evidence of registration to do business in each jurisdiction (other than the jurisdiction of organization of such Loan Party) where business is conducted); (vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's Board of Directors (or equivalent governing body) approving and authorizing (in accordance with local law requirements) the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vi) above; (viii) a certificate of a Responsible Officer of the Company, stating that each Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel is Solvent after giving effect to the Borrower)initial Loans and Letters of Credit, to each Local Agent the application of the proceeds thereof in respect accordance with Section 7.9 (Application of each outstanding Local Credit Facility pursuant Proceeds) and the payment of all estimated legal, accounting and other fees related hereto and thereto; (ix) a certificate of a Responsible Officer of the Company to the requirements effect that (A) the condition set forth in Section 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit) has been satisfied and (B) no litigation not listed on Schedule 4.7 (Litigation) shall have been commenced against any Loan Party or any of its Subsidiaries that would have a Material Adverse Effect; (x) evidence reasonably satisfactory to the Administrative Agent that the insurance policies required by Section 5.4(c)7.5 (Maintenance of Insurance) and any Collateral Document are in full force and effect, together with, unless otherwise agreed by the Administrative Agent, endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies to be maintained with respect to the properties of the Borrowers and each other Loan Party; and (xi) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent Such Purchaser shall have received each of the following, each dated as the date of the Effective Date applicable Closing Day (unless except as otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent:noted below): (i) this Amendment, duly executed The Note(s) to be purchased by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders;such Purchaser. (ii) Certified copies of the Consent, resolutions of (a) the Board of Directors of the Company authorizing the execution and delivery of this Agreement and Affirmation (including the provision of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”Parent Guaranty), duly executed by the Collateral Documents and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Collateral Documents and the Notes, (b) the Board of Directors (or comparable governing body) of each of the Guarantors; (iii) (x) Subsidiary Guarantors authorizing the DBNY Resignation execution and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as delivery of the date hereof Collateral Documents and (y) the “Effective Date” underc), and as defined inif applicable, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors (or Sole Membercomparable governing body) of the Issuer Subsidiary authorizing execution and delivery of the Notes and of a Confirmation of Acceptance with respect to this Agreement and the Notes. (iii) Certificates of the Secretary or Assistant Secretary and one other officer of each of the Company, the Subsidiary Guarantors, and, if applicable, the Issuer Subsidiary certifying the names and true signatures of the officers of the Company, the Subsidiary Guarantors and, if applicable, the Issuer Subsidiary authorized to sign this Agreement, the Collateral Documents, the applicable Confirmation of Acceptance and the Notes (as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment ) and the other Loan Documents documents to be delivered in connection herewith to which such Loan Party is a party;hereunder or thereunder. (iv) Certified copies of the Company’s, each Subsidiary Guarantor’s, and, if applicable, the Issuer Subsidiary’s Certificate of Incorporation and By-laws (or comparable governing documents). (v) A favorable opinion of the General Counsel of the Company, the Subsidiary Guarantors and, if applicable, the Issuer Subsidiary (or such other counsel designated by the Company and acceptable to the Purchaser(s)) and substantially in the form of Exhibit D attached hereto, and as to such other matters as such Purchaser may reasonably request and (b) if Notes are to be issued by an Issuer Subsidiary which is not organized or incorporated under United States law, a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., special counsel to the Loan Partiessuch Issuer Subsidiary, in form and substance reasonably which special counsel shall be satisfactory to the Successor Administrative Agent Purchasers and admitted to practice in the jurisdiction in which such Issuer Subsidiary is incorporated or organized, addressing such matters relating to this Amendment as the Successor Administrative Agent Purchasers may reasonably request;require. The Company and, if applicable, the Issuer Subsidiary hereby direct each such counsel to deliver such opinion, agree that the issuance and sale of any Notes will constitute a reconfirmation of such authorization, and understand and agree that each Purchaser receiving each such opinion(s) will and is hereby authorized to rely on such opinion(s). (vi) a copy A good standing (or equivalent) certificate for each of the notice delivered by Company, the Subsidiary Guarantors and, if applicable, the Issuer Subsidiary from the secretary of state (or equivalent official) of its jurisdiction of organization dated as of a Responsible Officer recent date and such other evidence of the Borrower status of the Company, the Subsidiary Guarantors, and, if applicable, the Issuer Subsidiary as such Purchaser may reasonably request. (vii) Additional documents or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel certificates with respect to legal matters or corporate or other proceedings related to the Borrower)transactions contemplated hereby as may be reasonably requested by such Purchaser. For Closing Days subsequent to the Closing Day on which Notes are first issued, to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(cclauses (ii), (iii) and (iv) above may, to the extent appropriate, be satisfied by delivery of “bring-down” certifications from the applicable officers.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, each dated as of the Agreement Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Successor Administrative Agent: (i) counterparts of the Incremental Term Loan Commitment Agreement that, when taken together, bear the signatures of (A) Holdings, (B) the Borrower, (C) the MLP, and (D) each Incremental Term Loan Lender; (ii) a Note executed by the Borrower in favor of each Incremental Term Loan Lender that requests a Note reasonably in advance of the Agreement Effective Date; (iii) a Notice of Borrowing relating to the Incremental Term Loans; (iv) a certificate from each Credit Party signed by a Responsible Officer of such Credit Party, and attested to by the Secretary or any Assistant Secretary of such Credit Party, with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent; (v) good standing certificates and bring-down telegrams or facsimiles, if any, for the Credit Parties which the Administrative Agent may reasonably have requested, certified by proper governmental authorities; (vi) a certificate signed on behalf of the Borrower (and not in any individual capacity) by a Responsible Officer of the Borrower certifying on behalf of the Borrower that each of the conditions set forth in this Section 9 have been satisfied and that the Incremental Term Loans are being incurred pursuant to clause (a) of the definition of “Incremental Amount”; (vii) an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties, addressed to the Administrative Agent and each of the Lenders, in form and substance and reasonably satisfactory to the Administrative Agent; and (viii) with respect to any parcel of improved Mortgaged Property, a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each applicable Credit Party) together with a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 9.03 of the Credit Agreement (including, without limitation, flood insurance policies) and the applicable provisions of the Security Documents, each of which (i) shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable), (ii) shall name the Collateral Agent, on behalf of the Guaranteed Creditors, as additional insured, (iii) in the case of flood insurance, shall (a) identify the addresses of each property located in a special flood hazard area, (b) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (c) provide that the insurer will give the Collateral Agent 45 days’ written notice of cancellation or non-renewal if permitted by applicable law and (iv) shall be otherwise in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c).

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received the following documents, each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance reasonably satisfactory to the Administrative Agent Lender, which satisfaction shall be evidenced by the execution and delivery by the Successor Agent:Lender of this Amendment, and dated the Amendment Effective Date (when applicable): (i) this Amendment, duly executed by the Borrower, each Facility Guarantor, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required LendersFirst Lien Administrative Agent (as defined in the Intercreditor Agreement); (ii) the Consentan executed copy of those certain Warrants to Purchase Shares of Common Stock of American Apparel, Agreement and Affirmation of Guaranty Inc. in substantially the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantorshereto; (iii) (x) an executed copy of the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, Fifth Amendment to Credit Agreement with respect to the Existing Agent First Lien Credit Agreement in form and substance reasonably satisfactory to the Successor AgentLender; Amendment No. 9 of American Apparel (USA), dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred;LLC (iv) certified copies of resolutions an executed copy of the Board Amended and Restated Subordination Agreement, with respect to Indebtedness of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith Borrower owed to which such Loan Party is a party; (v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., ▇ in substantially the form attached as Exhibit B hereto; (v) the Cash Flow Projections and the Yearly Projections (each as defined in the Existing First Lien Credit Agreement); (vi) an opinion of counsel to the Loan Parties, addressed to the Lender, in form and substance reasonably satisfactory to the Successor Administrative Agent Lender; and (vii) such other and addressing such matters relating to this Amendment further documents as the Successor Administrative Agent Lender reasonably may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel require and shall have identified prior to the Borrower)execution of this Amendment, in order to each Local Agent in respect confirm and implement the terms and conditions of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)this Amendment.

Certain Documents. The Administrative On or before the first Funding Date, the Loan Agent and the Successor Administrative Agent Initial Lender shall have received each of the following, each dated as appropriately: (i) this Agreement, duly executed and delivered by the parties hereto; (ii) the Notes duly executed by the Borrowers and conforming to the requirements set forth in Section 2.4(d) hereof; (iii) the documents described in clauses (i), (ii), and (iii) of the Effective Date (unless otherwise agreed to definition of "Collateral Documents", duly executed and delivered by the Administrative Agent parties thereto; (iv) the favorable opinions of (A) Skadden, Arps, Slate, Meagher & Flom LLP, counsel to America West, (B) Arnold & Porter, c▇▇▇▇▇▇ ▇o US Airways and the Successor Administrative Agent)Guarantor, (C) ▇▇▇▇▇al ▇▇▇▇▇▇l of America West in form and substance satisfactory to the Administrative Loan Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and (D) General Counsel of US Airways and the Required LendersGuarantor; (iiv) a copy of the Consent, Agreement and Affirmation articles or certificate of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by incorporation of each of the GuarantorsBorrowers and the Guarantor, certified as of a recent date by the Secretary of State of the state of organization of such Person, together with a "long-form" certificate of such official attesting to the good standing of such Person; (iiivi) a certificate of each of the Borrowers and the Guarantor signed on behalf of such Person by its Secretary or an Assistant Secretary certifying (xA) the DBNY Resignation names and Assignment Agreementtrue signatures of each officer of such Person who has been authorized to execute and deliver each Loan Document required to be executed and delivered by or on behalf of such Person hereunder or thereunder, (B) the by-laws of such Person as in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of effect on the date hereof and of such certification, (yC) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board such Person's board of Directors or Sole Member, as applicable, of each Loan Party directors approving and authorizing the execution, delivery and performance of this Amendment and the other each Loan Documents delivered in connection herewith Document to which such Loan Party it is a partyparty and (D) that there have been no changes in the certificate of incorporation of such Person from the certificate of incorporation delivered pursuant to the immediately preceding clause; (vvii) a favorable opinion certificate of ▇▇▇▇ ▇▇▇▇▇▇▇each of the Borrowers and the Guarantor, P.C.signed by its duly authorized officer, counsel certifying (i) that all representations and warranties of such Person contained in Article IV hereof are true and correct in all material respects on and as of the Closing Date, before and after giving effect to any Borrowing to be made on such date and to the Loan Partiesapplication of the proceeds therefrom, in form and substance reasonably satisfactory (ii) that no Default or Event of Default has occurred and is continuing, or would result from any Borrowing to be made on such date and the Successor Administrative Agent and addressing such matters relating to this Amendment as application of the Successor Administrative Agent may reasonably request;proceeds therefrom; and (viviii) a copy of the notice ATSB Loan Agreements and of each counter-guarantee or guarantee delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇thereunder, P.C, counsel all in form and substance satisfactory to the Borrower), to Loan Agent and each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)Lender.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentin sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of WCAS VIII Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed and delivered by each of the GuarantorsWCAS VIII; (iii) (x) the DBNY Resignation WCAS CP III Guaranty and Assignment the Pledge Agreement, in the form attached hereto as Exhibit B, each duly executed and delivered by WCAS CP III, and all instruments representing the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as Pledged Notes being pledged pursuant to such Pledge Agreement duly endorsed in favor of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredAdministrative Agent or in blank ; (iv) certified copies of resolutions of the Board of Directors or Sole MemberFee Letter, as applicable, of each Loan Party approving duly executed and delivered by the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a partyBorrower; (v) a favorable opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel to the Borrower, in substantially the form of Exhibit C-1 (Form of Opinion of Counsel for the Borrower) addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request, (B) Reboul, MacMurray, ▇▇▇▇▇▇, P.C.▇▇▇▇▇▇▇ & Kristol, counsel to the Loan PartiesGuarantors, in substantially the form of Exhibit C-2 (Form of Opinion of Counsel for the Guarantors) and substance reasonably satisfactory (C) counsel to the Successor Administrative Agent as to the enforceability of this Agreement and addressing such matters relating the other Loan Documents to this Amendment as be executed on the Successor Administrative Agent may reasonably requestClosing Date; (vi) a copy of each primary Existing Debt Document and each Disclosure Document certified as being a true and accurate copy of the notice delivered original thereof by a Responsible Officer of the Borrower Borrower; (or vii) copy of the certificate of incorporation of the Borrower, certified as of a recent date by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇the Secretary of State of the state of organization of the Borrower, P.C, counsel together with certificates of such official attesting to the good standing of the Borrower); (viii) a certificate of the Secretary or an Assistant Secretary of the Borrower, to each Local Agent in respect certifying (A) the names and true signatures of each outstanding Local officer of the Borrower who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (B) the by-laws of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and (D) that there have been no changes in the certificate of incorporation of the Borrower from the certificate of incorporation delivered pursuant to clause (vii) above; (ix) a certificate of a Responsible Officer (acting in its capacity as such) to the effect that (A) the condition set forth in Section 3.1(e) has been satisfied and (B) no litigation not listed on Schedule 4.7 shall have been commenced against the Borrower or any of its Subsidiaries that, if adversely determined, would have a Material Adverse Effect; (x) evidence satisfactory to the Administrative Agent that the insurance policies required by Section 6.5 are in full force and effect; (xi) mendments to the Existing Debt Documents (other than the Operating Co. Indenture) in form and substance satisfactory to the Requisite Lenders amending the Existing Debt Documents (other than the Operating Co. Indenture) to the extent necessary so that such agreements do not prohibit the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby; (xii) the most recent copies of agreements, documents, certificates, notices and other information delivered to the administrative agent or any of the lenders under the Operating Co. Credit Facility pursuant to Section 6.2 thereof. (xiii) such other certificates, documents, agreements and information respecting the requirements Borrower or any of Section 5.4(c)its Subsidiaries as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent Lessor shall have received each of the following, each dated as of the First Amendment Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent)Lessor, in each case in form and substance reasonably satisfactory to the Administrative Agent and the Successor Agent:Lessor, (i) this Amendment, duly executed and delivered by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender Lessee and the Required LendersGuarantors; (ii) the Consent, Agreement a true and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each correct copy of the Guarantorsexecuted Restructuring and Support Agreement, which shall be in full force and effect, and any exhibits, schedules or supplements thereto or any other documents or agreements related thereto; (iii) a true and correct copy of a forbearance agreement (xwith all any exhibits, schedules or supplements thereto or any other documents or agreements related thereto) executed and delivered by UBS AG, Stamford Branch, as administrative and collateral agent for the DBNY Resignation and Assignment lenders under the Credit Agreement, which forbearance agreement shall be in full force and effect and contain the form attached hereto as Exhibit Bagreement of UBS AG, duly executed by the BorrowerStamford Branch, the Guarantors, the Existing Agent on behalf of itself and the Successor Agent, dated as of the date hereof and (y) the other “Effective DateSecured Parties” under, under and as defined inin the Credit Agreement, to not exercise remedies under the DBNY Resignation Credit Agreement on terms substantially identical to those set forth in Paragraph 4 of the Restructuring and Assignment Agreement shall have occurredSupport Agreement; (iv) certified copies an engagement letter and fee letter with Lessor, duly executed and delivered by Lessee, each in respect of resolutions a long-term amendment to or restatement of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party;Agreement; and (v) a favorable opinion an amendment and restatement of ▇▇▇▇ ▇▇▇▇▇▇▇the Acknowledgement Agreement, P.C., counsel duly executed and delivered to Lessor by each of the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably requestparties thereto; (vi) a copy an acknowledgement agreement, duly executed and delivered to Lessor by U.S. Bank National Association, as trustee under the Indenture, Lessee and the Guarantors, containing agreements and acknowledgements substantially identical to those set forth in the Acknowledgement Agreement; (vii) an amended Waiver Letter, duly executed and delivered to Lessor by each of the notice delivered by parties thereto; (viii) a compliance certificate, which satisfies the requirements of 10.1(i) of the Agreement for the period ending March 31, 2013; (ix) a certificate from a Responsible Officer of Lessee certifying on behalf of Lessee that, to such Responsible Officer’s knowledge after due inquiry, the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel representations and warranties set forth in Section 5 of this Amendment are true and correct to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of extent so required by Section 5.4(c)5.

Certain Documents. The Administrative Agent and the Successor Administrative Agent Agents shall have received on the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent)Agents, in form and substance satisfactory to the Administrative Agent Agents and the Successor Agenteach Lender and each of their respective counsel, in sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by the Borrower and Group; (ii) Lender Consents, duly executed and delivered by the ‘‘Lenders’’ constituting ‘‘Requisite Lenders’’ (each under and as defined in the Existing Credit Agreement); (iii) for the account of each Lender requesting the same, a Note of the Borrower conforming to the requirements set forth herein; (iv) the Guaranty, duly executed by each Guarantor; (v) the Pledge and Security Agreement, duly executed by the BorrowerBorrower and each Guarantor, together with each of the following: (A) evidence satisfactory to the Administrative Agents that, upon the filing and recording of instruments delivered on the Closing Date, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender Collateral Agent (for the benefit of the Secured Parties) shall have a valid and perfected security interest in the Collateral having the priority described in Section 4.20 of this Agreement and the Required Lenders; Collateral Documents, including (iix) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), such documents duly executed by each Loan Party as the Administrative Agents may request with respect to the perfection of the GuarantorsCollateral Agent’s security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement) and (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral, except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder; (iiiB) all certificates, instruments and other documents representing all Pledged Stock being pledged pursuant to such Pledge and Security Agreement and stock powers for such certificates, instruments and other documents executed in blank; (C) all instruments representing Pledged Debt Instruments being pledged pursuant to such Pledge and Security Agreement duly endorsed in favor of the Collateral Agent or in blank; and (vi) amendments to all Mortgages for all of the Material Owned Real Properties of the Loan Parties identified on Schedule 4.19 (Real Property) (xexcept as may be agreed to by the Administrative Agent), together with all Mortgage Supporting Documents relating thereto; (vii) a Borrowing Base Certificate dated on or about the Closing Date; (viii) a favorable opinion of (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, counsel to the Loan Parties, in substantially the form of Exhibit G (Form of Opinion of Counsel for the Loan Parties), and addressing such other related matters as any Lender through the Administrative Agent may reasonably request, including opinions as to the enforceability of the Loan Documents, compliance with all laws and regulations (including Regulation U of the Board of Governors of the Federal Reserve System), the perfection of all security interests purported to be granted pursuant to the Collateral Documents and no conflicts with material agreements, and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date; (ix) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, Intercreditor Agreement duly executed by the BorrowerAdministrative Agents, the Guarantors, the Existing Collateral Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredLoan Parties; (ivi) (A) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each of Group and the Borrower, certified copies as of a recent date by the Secretary of State (or local equivalent, if applicable) of its jurisdiction of organization and (B) a certificate of the Secretary or an Assistant Secretary of each of Group and the Borrower certifying (1) the by-laws (or equivalent Constituent Document) of each of Group and the Borrower as in effect on the date of such certification, (2) the resolutions of each of Group’ and the Borrower’s Board of Directors (or Sole Member, as applicable, of each Loan Party equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment Agreement and the other Loan Documents delivered in connection herewith to which each of Group and the Borrower is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of each of Group and the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (A) above; (ii) a certificate of the Secretary or an Assistant Secretary of each of Group and the Borrower certifying the names and true signatures of each officer of each of Group and the Borrower who has been authorized to execute and deliver this Agreement and any Loan Document or other document required hereunder to be executed and delivered by or on behalf of each of Group and the Borrower; (iii) a certificate of the Secretary or an Assistant Secretary of each Loan Party (other than each of Group and the Borrower) certifying (A) for each Loan Party other than each of Group and the Borrower, that each officer of such Loan Party who has been authorized to execute and deliver any Loan Document (as defined in the Existing Credit Agreement) is authorized to execute each Loan Document executed in connection herewith, (B) that there have been no changes (other than as may be attached to such certificate of the Secretary or Assistant Secretary) to the certificate of incorporation or by-laws (or, in each case, equivalent Constituent Document) from the certificate of incorporation or by-laws (or, in each case, equivalent Constituent Document) delivered pursuant to the Existing Credit Agreement on the Original Closing Date and (C) that the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) delivered pursuant to the Existing Credit Agreement on the Original Closing Date approving and authorizing the execution, delivery and performance of the Loan Documents (as defined in the Existing Credit Agreement) to which it is a partyparty remain in full force and effect and have not been amended, supplemented or modified in any way and authorize the execution of the Loan Documents executed in accordance herewith; (vx) a favorable opinion certificate of ▇▇▇▇ the chief financial officer of Group, stating that the Borrower is Solvent and that the Borrower and the Subsidiary Guarantors (taken as a whole), are Solvent, in each case, after giving effect to the initial Loans and Letters of Credit, the application of the proceeds thereof in accordance with Section 7.9, the payment of all estimated legal, accounting and other fees related hereto and thereto and the consummation of the ▇▇▇▇▇▇▇, P.C., counsel to ▇ Acquisition and the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably requestother transactions contemplated hereby; (vixi) a copy certificate of the notice delivered by a Responsible Officer of Group to the Borrower effect that (A) the conditions set forth in Section 3.2 have been satisfied and (B) there are no pending or by an authorized attorney at ▇▇▇▇ threatened actions, suits, investigations, litigation or proceedings pending or threatened in any court or before any arbitrator or Governmental Authority that (I) in the aggregate could reasonably be expected to have a Material Adverse Effect or (II) restrain, prevent or impose, or can reasonably be expected to impose, materially adverse conditions upon the ▇▇▇▇▇▇▇▇ Acquisition, P.C, counsel the Facilities or the transactions contemplated thereby. (xii) evidence satisfactory to the Borrower)Administrative Agents that the insurance policies required by Section 7.5 and any Collateral Document are in full force and effect, together with, unless otherwise agreed by the Administrative Agents, endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies to each Local Agent in be maintained with respect to the properties of each outstanding Local Credit Facility pursuant Loan Party; (xiii) receipt of a valuation by the Agents (by a nationally recognized appraisal firm, valuation consultant or investment banking firm) of all Intellectual Property associated therewith of Group and its Subsidiaries prior to giving effect to the requirements of Section 5.4(c)▇▇▇▇▇▇▇ Acquisition, which in no event shall be less than $400,000,000; and (xiv) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the applicable Administrative Agent may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent Each Purchaser shall have received each of the following, each dated as of the Effective Closing Date (unless otherwise agreed specified): (i) the Notes to be purchased by such Purchaser; (ii) the Administrative Agent Multiparty Guaranty, made by ▇▇▇▇▇▇ Navigation and any other Subsidiaries of the Successor Administrative AgentCompany which are guarantors under the Bank Credit Agreement as of the Closing Date in favor of the holders of the Notes and in the form of Exhibit C-1 (as amended, restated, supplemented or otherwise modified from time to time, the “Multiparty Guaranty); (iii) the Indemnity and Contribution Agreement, by and among the Credit Parties and in the form of Exhibit C-2 (as amended, restated, supplemented or otherwise modified from time to time, the “Indemnity and Contribution Agreement”); (iv) a favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties, and Cades ▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties, in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A such Purchaser (the “Guarantor Consent”)Company hereby directs such counsel to deliver such opinion, duly executed by each agrees that the issuance and sale of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as Notes will constitute a reconfirmation of the date hereof and (y) the “Effective Date” undersuch direction, and as defined in, the DBNY Resignation understands and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of agrees that each Loan Party approving the execution, delivery Purchaser receiving such an opinion will and performance of this Amendment and the other Loan Documents delivered in connection herewith is hereby authorized to which rely on such Loan Party is a partyopinion); (v) a favorable opinion of ▇▇▇▇ Winston & ▇▇▇▇▇▇▇▇ LLP, P.C., special counsel to the Loan PartiesPurchasers, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such Purchaser as to such matters relating incident to this Amendment the matters herein contemplated as the Successor Administrative Agent it may reasonably request; (vi) a copy certified copies of the notice delivered by a Responsible Officer resolutions of the Borrower Board of Directors of each Credit Party authorizing the execution and delivery of the Transaction Documents to which such Person is a party (including, in the case of the Company, the issuance, execution and delivery of the Notes), and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the other Transaction Documents; (vii) a certificate of the Secretary or an Assistant Secretary and one other officer of each Credit Party certifying the names and true signatures of the officers of such Person authorized to sign the Transaction Documents to which such Person is a party and the other documents to be delivered hereunder; (viii) certified copies of the articles of incorporation and bylaws (or by an authorized attorney at ▇▇▇▇ similar constitutive documents) of each Credit Party; (ix) a good standing certificate for each Credit Party from the secretary of state of its formation (and, in the case of ▇▇▇▇▇▇▇▇ Navigation, P.Cthe State of California), counsel in each case dated as of a recent date and such other evidence of the status of each Credit Party as such Purchaser may reasonably request; and (x) additional documents or certificates with respect to legal matters or corporate or other proceedings related to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. The Administrative Agent and the Successor Administrative Agent You shall have received each of the following, each dated as the Date of the Effective Date Closing (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agenta different date is indicated below), and each in form form, scope and substance satisfactory to the Administrative Agent and the Successor Agentyou: (i) this Amendment, duly executed the Notes to be purchased by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lendersyou; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed Warrants to be purchased by each of the Guarantorsyou; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of the resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party of the Transaction Parties approving each of the execution, delivery and performance of this Amendment and the other Loan Subordinated Note Documents delivered in connection herewith to which such Loan Party each is a party, and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each of the Subordinated Note Documents to which each is a party; (iv) a certificate of the Secretary or an Assistant Secretary of each of the Transaction Parties certifying the names and true signatures of the officers of such Transaction Party authorized to sign the Subordinated Note Documents to which it is a party and the other documents to be delivered hereunder by such Transaction Party; (v) certified copies of the Certificate or Articles of Incorporation (certified by the Secretary of State or other governmental authority, as applicable, within 10 Business Days of the Date of Closing) and bylaws, each as amended to date, of each of the Transaction Parties; (vi) a favorable opinion of ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇, L.L.P., counsel to the Transaction Parties, substantially in the form of Exhibit C attached hereto; (vii) a favorable opinion of ▇▇▇▇▇ & ▇▇▇▇▇, L.L.P., who are acting as special counsel for you in connection with this transaction, as to such matters incident to the matters herein contemplated as you may reasonably request; (viii) reliance letters in respect of all legal opinions delivered in connection with the Acquisition and the other transactions related thereto; (ix) certified copies of Requests for Information or Copies (Form UCC- 11) or equivalent reports, dated within 20 days of the Date of Closing, listing all effective financing statements which name any of the Transaction Parties or the Acquired Company (under any of their present names and any previous names) as debtor and which are filed in all jurisdictions in which any of the Transaction Parties or the Acquired Company own property or conduct business, together with copies of such financing statements; (x) the Registration Rights Agreement, ▇▇▇▇ executed and delivered by the Company; (xi) the Participation Rights Agreement, duly executed and delivered by the Company and the Company's stockholders parties thereto; (xii) certified copies of each of the Acquisition Documents, the terms and conditions of which shall be reasonably satisfactory to you and in full force and effect and shall not have been amended, modified or waived except with your prior consent; (xiii) copies of (a) a pro forma consolidated balance sheet for the Transaction Parties as at the Closing Date, reflecting the issuance of the Notes hereunder, the issuance of the Indebtedness under the Bridge Loan Agreement, and the consummation of the Acquisition, certified by an authorized financial officer of the Company and (b) good-faith management projections and pro forma financial statements for the Transaction Parties for fiscal years 1998 through 2002; (xiv) Guaranty Agreements, duly executed and delivered by each Domestic Subsidiary of the Company; (xv) written instructions from a Responsible Officer of the Company, set forth on the Company's letterhead, authorizing and directing you to pay the purchase price of the Securities by transfer of immediately available funds for credit to the bank account of the Company identified in such instructions; (xvi) a letter from each of (a) the Chairman of the Company and (b) an authorized representative of the Company's financial advisors with respect to the issuance of the Contemplated Preferred Stock, that describe, in scope and substance satisfactory to you, the progress made as of the Date of Closing toward the issuance of the Contemplated Preferred Stock. (xvii) the Security Documents, ▇▇▇▇ executed and delivered by each of the Company and the other Transaction Parties thereto; (xviii) all Uniform Commercial Code financing statements deemed necessary or appropriate by you to perfect the Liens in favor of the Collateral Agent arising under the Security Documents, duly executed and delivered by the appropriate Transaction Parties, to be recorded with the appropriate filing offices; (xix) evidence satisfactory to you and your special counsel that the Company or one of its Subsidiaries has good and marketable title to the real property encumbered by the Mortgages and that the Collateral Agent possesses mortgage liens with respect to such real property, which evidence may include, without limitation, mortgagee policies of the title insurance, title reports and title opinions; (xx) certificates of insurance naming the Collateral Agent as loss payee and the Collateral Agent and all holders of Notes as additional insureds, as required by paragraph 5F; (xxi) the Bridge Loan Documents, duly executed and delivered by each of the Company and the other Transaction Parties thereto; (xxii) evidence satisfactory to you and your special counsel that (a) all Indebtedness of the Company and any Transaction Party to Geneva Associates, L.L.C. or to Main Street Merchant Partners II, L.P., and any Liens with respect thereto, have been transferred to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, P.C., counsel ▇ pursuant to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy terms of the notice delivered by a Responsible Officer Assigned Loan Documents, (b) all Liens securing Indebtedness of the Borrower (Company or by an authorized attorney at any Transaction Party to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, P.C, counsel ▇ have been transferred to the Borrower), to each Local Agent in respect of each outstanding Local Prudential Securities Credit Facility Corporation pursuant to the Assigned Loan Documents, (c) all Indebtedness of the Company and any Transaction Party to Prudential Securities Credit Corporation, and any Liens with respect thereto, have been transferred to you pursuant to the Bridge Loan Documents and (d) that all Indebtedness of the Company or any Transaction Party to Prudential Securities Credit Corporation, and any Liens with respect thereto, have been terminated, and you shall have received all UCC termination statements or other documentation necessary or required by you or your special counsel to effectuate or evidence the requirements of Section 5.4(cthe foregoing clauses (a) thought (d); and (xxiii) copies of all Assigned Loan Documents, certified as true, complete and correct by a Responsible Officer; (xxiv) copies of all stock certificates of the Company subject to the Participation Rights Agreement legended pursuant to the Participation Rights Agreement; (xxv) evidence satisfactory to you and your special counsel that Arizona Securities Group, Inc. and Paradise Valley Securities Group, Inc. have each waived its right to enforce the provisions of that certain Placement Agent Agreement, dated August 7, 1997, that restrict the Company's ability to issue the Warrants and you shall and your special counsel be satisfied that the execution and delivery of the Warrants does not, and the sale of the Common Stock thereunder will not, conflict with the terms of such agreement (after giving effect to the waiver required hereby).

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, each dated as of the Amendment No. 2 Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the BorrowerBorrowers, Holdings and the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the ConsentConsent and Agreement, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the each, a “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation Acknowledgment and Assignment AgreementConsent, in the form attached hereto as Exhibit BB (each, duly a “Lender Consent”), executed by the BorrowerLenders which, when combined, constitute the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredRequisite Lenders; (iv) certified copies of resolutions a certificate of the Board of Directors Secretary or Sole Member, as applicable, an Assistant Secretary of each Loan Party certifying (A) for each Loan Party that each officer of such Loan Party who has been authorized to execute and deliver the Credit Agreement or, as the case may be, the Guaranty is authorized to execute this Amendment and each other Loan Document executed in connection herewith, (B) that there have been no changes (other than as may be attached to such certificate of the Secretary or Assistant Secretary) to the certificate of incorporation or by-laws (or, in each case, equivalent Constituent Document) from the certificate of incorporation or by-laws (or, in each case, equivalent Constituent Document) delivered pursuant to the Credit Agreement and (C) that the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) delivered pursuant to the Credit Agreement approving and authorizing the execution, delivery and performance of the Credit Agreement or the other Loan Documents to which it is a party remain in full force and effect and have not been amended, supplemented or modified in any way and authorize the execution of this Amendment and the other Loan Documents delivered executed in connection herewith to which such Loan Party is a partyaccordance herewith; (v) a favorable opinion certificate of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel a Responsible Officer to the Loan Partieseffect that each of the conditions set forth in clauses (c), in form (d) and substance reasonably satisfactory (e) below has been satisfied; and (vi) such additional documentation as the Lenders party to the Successor Administrative Agent and addressing such matters relating to this Amendment as Lenders’ Consent or the Successor Administrative Agent may reasonably requestrequire; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)) (Matters Relating to Loan Documents) of the Local Credit Facility Intercreditor Agreement, pursuant to which the Borrower notifies each such Local Agent of the amendments contained herein, certified by a Responsible Officer of the Borrower as being a true, complete and correct copy of such notice and together with evidence reasonably satisfactory to the Administrative Agent and the Successor Agent that such notice shall have been delivered by the Borrower to such Local Agents at least three (3) Business Days prior to the Effective Date; and (vii) such additional documentation as the Administrative Agent, the Successor Administrative Agent or the Required Lenders may reasonably require prior to the execution and delivery of this Amendment.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each on or before the Closing Date all of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), each in form and substance satisfactory to each of the Administrative Lenders and in such quantities as the Agent and the Successor Agentshall reasonably request: (i) this Amendmentthe following Credit Documents, each duly executed and delivered by the Borrower, parties thereto: (A) this Agreement; (B) the Administrative Agent, Notes; (C) the Security Agreement; and (D) each 2010 Extending Term Lender, each 2010 Extending Revolving Lender Affirmation of Guaranty and the Required LendersSecurity Agreement; (ii) a Notice of Borrowing requesting the Consentinitial advance hereunder in an amount at least sufficient to pay in full all outstanding amounts in respect of the "Revolving Loans" and the "Term Loan", as such terms are defined in the Existing Loan Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each evidence of the Guarantorstermination of the "Commitments" thereunder; (iii) (x) pre-closing UCC lien search report and tax lien and judgment search reports with respect to the DBNY Resignation Borrower and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredin all appropriate jurisdictions; (iv) certified copies original UCC-1 financing statements signed by the Borrower or the Guarantors, as the case may be (or assignments of resolutions existing financing statements) as debtor and naming the Agent as the secured party, on behalf of the Board of Directors or Sole MemberLenders, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered prepared for filing in connection herewith to which such Loan Party is a partyall appropriate jurisdictions; (v) an incumbency certificate of an appropriate officer of the Borrower certifying, as of the Closing Date, the names, titles and true signatures of the officers certified to execute the Credit Documents, and the names, titles and true signatures of such officers of the Borrower authorized to deliver Notices of Borrowing and Letter of Credit Requests on behalf of the Borrower; (vi) a favorable New Jersey and New York law opinion of outside counsel to the Borrower and the Guarantors addressed to the Agent and the Lenders to the effect that the Credit Documents have been duly authorized and executed and are enforceable against the Borrower and the Guarantors in accordance with their respective terms, and as to such other matters reasonably requested by the Agent and the Lenders, including, without limitation that the Security Agreements create valid security interests in favor of the Agent in and to all Collateral described therein and the Escrow Collateral; (vii) a secretary's certificate for each of the Borrower and the Guarantors, to which are attached certified copies of (x) the respective articles of incorporation of the Borrower and the Guarantors and all amendments thereto, certified by an appropriate corporate officer, (y) the respective By-Laws of the Borrower and the Guarantors and all amendments thereto, and (z) appropriate resolutions and shareholder consents authorizing the transactions herein contemplated; (viii) a certificate from the chief financial officer of the Borrower dated the Closing Date to the effect that as of such date (i) no Default or Event of Default has occurred or is continuing, (ii) since June 30, 1995, there has been no material adverse change in the business, financial condition or operations of the Borrower and (iii) each of the representations and warranties of the Borrower contained in this Agreement are true in all material respects; (ix) good standing certificates issued by the appropriate official of the state in which the Borrower and the Guarantors are incorporated; and such good standing certificates issued by the appropriate official of each of the states in which the Borrower and the Guarantors are qualified as foreign corporations as the Lenders shall require; (x) evidence that all applicable approvals have been obtained from all governmental agencies or private parties which may be necessary for the Borrower and the Guarantors to transact business and to consummate the ASB Acquisition, including, but not limited to, all environmental approvals and all approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act. All of such approvals and permits shall be legally valid and shall remain in full force and effect as of the Closing Date; (xi) true copies of insurance policies and certificates of insurance evidencing appropriate liability coverage and hazard insurance on all improvements and buildings; (xii) complete copies of all executed documents related to the ASB Acquisition, certified to be true and correct copies thereof by the secretary of the Borrower; (xiii) audited financial statements for ASB as of December 31, 1994 and June 30, 1995 and September 30, 1995 management prepared interim financial statements of ASB; (xiv) pro forma consolidated financial statements for the Borrower including income statements, balance sheet and cash flows, prepared on a consolidating basis, reflecting the financial condition of the Borrower after giving effect to the incurrence of the Obligations hereunder and the ASB Acquisition; (xv) the "fairness opinion" of Bear ▇▇▇▇▇▇▇, P.C.dated August 30, counsel to the Loan Parties1995, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of prepared for the Borrower (in connection with the ASB Acquisition, and any reports, analyses or opinions provided by an authorized attorney at ▇▇▇▇ Bear ▇▇▇▇▇▇▇▇ which in any way relate to or alter the conclusion set forth therein; (xvi) the quarterly consolidated and consolidating financial statements as of September 30, P.C, counsel 1995 for the Borrower and its Subsidiaries (including ASB) reflecting results satisfactory to the Agent and the Lenders; (xvii) a letter from the certified public accountants for the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant Health Care and ASB consenting to the requirements reliance by the Agent and the Lenders upon the financial statements of Section 5.4(c)the Borrower, Health Care and ASB; (xviii) an update in form and substance satisfactory to the Agent regarding matters pertaining to the civil investigative demand served upon the Borrower by the United States Department of Justice on April 4, 1995, and evidence that the Borrower has adequately reserved for any exposure resulting from said investigation; (xix) confirmation that all agent relationships pertaining to the home health care business have been terminated and a written report detailing the remaining health care business of the Borrower and the Guarantors; (xx) execution and delivery of documentation in form and substance satisfactory to First Fidelity Bank, National Association that the representations, warranties and covenants set forth herein have been incorporated by reference into the First Fidelity Term Loan Agreement; and (xxi) such other documents as the Lenders may reasonably require, including, without limitation, other agreements, instruments, or indentures to which any Obligor is a party, including, without limitation, financing statements, proofs, opinions, guaranties and other written assurances.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Effective Date (and, to the extent any Borrowing of any Eurodollar Rate Loans is requested to be made on the Effective Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans, at least three Business Days prior to the Effective Date) each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentin sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by the BorrowerBorrower and, for the Administrative Agentaccount of each Lender requesting the same, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and a Note or Notes of the Required LendersBorrower conforming to the requirements set forth herein; (ii) a reaffirmation (or at the Consentrequest of the Administrative Agent, an amendment and restatement) of each of the Guaranty and Pledge Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)each other Collateral Document, duly executed and delivered by each respective Loan Party, together with each of the Guarantorsfollowing: (A) evidence satisfactory to the Administrative Agent that the Administrative Agent (for the benefit of the Secured Parties) shall have a valid and perfected first priority security interest in the Collateral; and (B) all certificates, instruments and other documents representing all Pledged Stock being pledged pursuant to such Pledge Agreement and stock powers for such certificates, instruments and other documents executed in blank; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of (A) Shearman & Sterling LLP, counsel to the Borrower and Holdings, in substantially the form of Exhibit F-1 (Form of Opinion of Counsel for the Borrower and Holdings), (B) Potter Anderson and Corroon LLP, Delaware counsel to the Borrower and Holdin▇▇, in ▇▇▇▇▇▇▇tially the form of Exhibit F-2 (Form of Opinion of Delaware Counsel for the Borrower and Holdings), (C) Heidi Mortensen, General Counsel of Holdings and the Borrower, ▇▇ ▇▇▇▇▇▇▇, P.C., ▇▇▇▇▇y the form of Exhibit F-3 (Form of Opinion of General Counsel) and (D) counsel to the Loan Parties, in form and substance reasonably satisfactory Administrative Agent as to the Successor Administrative Agent enforceability of this Agreement and addressing such matters relating the other Loan Documents to this Amendment as be executed on the Successor Administrative Agent may reasonably request;Effective Date; AMENDED AND RESTATED CREDIT AGREEMENT Macquarie Infrastructure Company Inc. (viiv) a copy of the notice delivered by a Responsible Officer articles or certificate of incorporation (or equivalent Constituent Document) of the Borrower and Holdings, certified as of a recent date by the Secretary of State of the state of organization of such Person, together with certificates of such official attesting to the good standing of each such Person; and (v) a certificate of the Secretary or an Assistant Secretary of each of the Borrower and Holdings certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver this Agreement and any other Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, P.C(C) the resolutions of such Loan Party's Board of Directors (or equivalent governing body) approving and authorizing the execution, counsel delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the Borrower), to each Local Agent in respect certificate of each outstanding Local Credit Facility incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the requirements of Section 5.4(c)clause (iv) above.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each on or before the Closing Date all of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), each in form and substance satisfactory to each of the Administrative Lenders and in such quantities as the Agent and the Successor Agentshall reasonably request: (i) this Amendmentthe following Credit Documents, each duly executed and delivered by the Borrower, the Administrative Agent, parties thereto: (A) this Agreement; and (B) a Revolving Credit Note and a Term Loan Note for each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) a Notice of Borrowing requesting the Consent, Agreement and Affirmation of Guaranty initial advance hereunder in an amount at least sufficient to pay in full the form attached hereto as Exhibit A ("Revolving Credit Loans" outstanding under the “Guarantor Consent”), duly executed by each of the GuarantorsExisting Credit Agreement; (iii) (x) pre-closing UCC lien search report and tax lien and judgment search reports with respect to the DBNY Resignation Borrower and Assignment Agreementthe PSA Group, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredall appropriate jurisdictions; (iv) certified copies an incumbency certificate of resolutions an appropriate officer of the Board of Directors or Sole MemberBorrower certifying, as applicableof the Closing Date, the names, titles and true signatures of each Loan Party approving the executionofficers certified to execute the Credit Documents, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith names, titles and true signatures of such officers of the Borrower authorized to which such Loan Party is a partydeliver Notices of Borrowing and Letter of Credit Requests on behalf of the Borrower; (v) a favorable New Jersey and New York law opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., outside counsel to the Loan Parties, in form and substance reasonably satisfactory Borrower addressed to the Successor Administrative Agent and addressing the Lenders to the effect that the Credit Documents have been duly authorized and executed and are enforceable against the Borrower in accordance with their respective terms, and as to such other matters relating to this Amendment as reasonably requested by the Successor Administrative Agent may reasonably requestand the Lenders; (vi) a copy of the notice delivered by a Responsible Officer secretary's certificate for each of the Borrower to which are attached certified copies of (or x) the articles of incorporation of the Borrower and all amendments thereto, certified by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇appropriate corporate officer, P.C(y) the By- Laws of the Borrower amendments thereto, counsel and (z) appropriate resolutions authorizing the transactions herein contemplated; (vii) a certificate from the chief financial officer of the Borrower dated the Closing Date to the Borrower)effect that as of such date (i) no Default or Event of Default has occurred or is continuing, to (ii) since September 30, 1999, there has been no material adverse change in the business, financial condition or operations of the Borrower and (iii) each Local Agent of the representations and warranties of the Borrower contained in respect this Agreement are true in all material respects; (viii) good standing certificates issued by the appropriate official of the state in which the Borrower is incorporated; and such good standing certificates issued by the appropriate official of each outstanding Local Credit Facility pursuant of the states in which the Borrower is qualified as a foreign corporation as the Lenders shall require; (ix) certificates of insurance evidencing the existence and full force and effect of the insurance described in Section 6.18 hereof; (x) a letter from the certified public accountants for the Borrower consenting to the requirements reliance by the Agent and the Lenders upon the financial statements of Section 5.4(c)the Borrower; (xi) evidence reasonably satisfactory to the Agent and the Lenders regarding the resolution of matters pertaining to the civil investigative demand served upon the Borrower by the United States Department of Justice on April 4, 1995; (xii) delivery to the Agent of a "Year 2000 Questionnaire" for the Borrower and the PSA Group, in each case, in the form furnished to the Borrower by the Agent with all required responses duly completed to the satisfaction of the Agent; and (xiii) such other documents as the Lenders may reasonably require, including, without limitation, other agreements, instruments, or indentures to which any Obligor is a party, including, without limitation, financing statements, proofs, opinions, guaranties and other written assurances.

Certain Documents. The Administrative Agent and the Successor Administrative Agent Each Purchaser shall have received the following, each dated the applicable Closing Day (unless otherwise specified): (i) the Note(s) to be purchased by such Purchaser; (ii) a copy of the Company’s written designation of the holders of the Notes to be purchased and sold on the applicable Closing Day (other than the Series D Closing Day) as “Additional Creditors” (as defined in the Intercreditor Agreement), together with a Counterpart (as defined in the Intercreditor Agreement) executed by each such holder, with each of the following, dated as foregoing having been prepared and delivered in accordance with Section 10 of the Effective Date Intercreditor Agreement; (unless otherwise agreed iii) a favorable opinion of (a) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to by the Administrative Agent and the Successor Administrative Agent)Credit Parties, in form and substance satisfactory to such Purchaser, and (b) Goodsill ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel to the Administrative Agent Credit Parties, in form and the Successor Agent: (i) this Amendmentsubstance satisfactory to such Purchaser, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Company hereby directs each such counsel to deliver such opinion, duly executed by each agrees that the issuance and sale of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as any Notes will constitute a reconfirmation of the date hereof and (y) the “Effective Date” undersuch direction, and as defined in, the DBNY Resignation understands and Assignment Agreement shall have occurredagrees that each Purchaser receiving such an opinion is hereby authorized to rely on such opinion); (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, ▇ Price P.C., special counsel to the Loan PartiesPurchasers, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such Purchaser as to such matters relating incident to this Amendment the matters herein contemplated as the Successor Administrative Agent it may reasonably request; (v) certified copies of the resolutions of the Board of Directors (or Board of Managers or other similar authorizing body) of each Credit Party authorizing the execution and delivery of the Transaction Documents to which such Person is a party (including, in the case of the Company, the issuance, execution and delivery of the applicable Series of Notes), and of all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to this Agreement, the Notes and the other Transaction Documents; (vi) a copy certificate of the notice Secretary or an Assistant Secretary and one other officer of each Credit Party certifying the names and true signatures of the officers of such Person authorized to sign the Transaction Documents to which such Person is a party and the other documents to be delivered by hereunder, or a certificate of a Responsible Officer certifying that there have been no changes to such officers since the last date of delivery to the Purchasers; (vii) certified copies of the Borrower articles of incorporation and bylaws (or by an authorized attorney at ▇▇▇▇ similar constitutive documents) of each Credit Party, or a certificate of a Responsible Officer certifying that there have been no changes to such documents since the last date of delivery to the Purchasers; (viii) a good standing certificate for each Credit Party from the secretary of state of the state of its formation (and, in the case of ▇▇▇▇▇▇▇▇ Navigation, P.Cthe State of California), counsel in each case dated as of a recent date and such other evidence of the status of each Credit Party as such Purchaser may reasonably request; and (ix) additional documents or certificates with respect to legal matters or corporate or other proceedings related to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Effective Date (and, to the extent any Borrowing of any Eurodollar Rate Loans is requested to be made on the Effective Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans, at least three Business Days prior to the Effective Date) each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentin sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by the BorrowerBorrower and, for the Administrative Agentaccount of each Lender requesting the same, each 2010 Extending Term Lender, each 2010 Extending a Revolving Lender and Credit Note of the Required LendersBorrower conforming to the requirements set forth herein; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Guaranty, duly executed by each of the GuarantorsGuarantor; (iii) (x) the DBNY Resignation and Assignment Security Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent Borrower and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredeach Guarantor; (iv) certified evidence satisfactory to the Administrative Agent that the Administrative Agent (for the benefit of the Secured Parties) shall have a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Security Agreement) and (y) copies of resolutions UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral, except for those that shall be terminated on the Effective Date or are otherwise permitted hereunder; and (v) all Deposit Account Control Agreements, duly executed by the corresponding Deposit Account Bank and Loan Party, that, in the reasonable judgment of the Board Administrative Agent, shall be required for the Loan Parties to comply with Section 7.11 (Cash Management); (vi) a favorable opinion of Directors (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, in substantially the form of Exhibit G (Form of Opinion of Counsel for the Loan Parties), (B) (1) counsel to the Loan Parties in Alabama, Florida, Georgia, Missouri, Pennsylvania, Nevada, North Carolina, South Carolina, Tennessee and Texas and (2) in-house counsel to the Loan Parties in California, Missouri, Pennsylvania and Texas, in each case addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (C) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Effective Date; (vii) a copy of the articles or Sole Membercertificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as applicableof a recent date by the Secretary of State of the state of organization of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party; AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION (viii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment Agreement and the other Loan Documents delivered in connection herewith to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party is a partyfrom the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vi) above; (vix) a favorable opinion certificate of ▇▇▇▇ ▇▇▇▇▇▇▇a Responsible Officer of the Borrower, P.C., counsel to stating that the Borrower and the Loan Parties, taken as a whole, are Solvent after giving effect to the initial Loans and Letters of Credit, the application of the proceeds thereof in form accordance with Section 7.9 (Application of Proceeds) and substance the payment of all estimated legal, accounting and other fees related hereto and thereto; (x) a certificate of a Responsible Officer to the effect that (A) the condition set forth in Section 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit) has been satisfied and (B) no action, suit, investigation, litigation or proceeding not listed on Schedule 4.7 (Litigation) has been commenced against any Loan Party or any of its Subsidiaries that (x) could have a Material Adverse Effect or (y) restrains, prevents or imposes or can reasonably be expected to impose materially adverse conditions upon the Facility or the transactions contemplated hereby; (xi) evidence satisfactory to the Successor Administrative Agent that the insurance policies required by Section 7.5 (Maintenance of Insurance) and addressing any Collateral Document are in full force and effect, together with, if applicable, endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies required by Section 7.5 (Maintenance of Insurance); and (xii) such matters relating to this Amendment other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c).

Certain Documents. The Administrative Agent Merger Sub and the Successor Administrative Agent KIT shall have received each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentfollowing documents: (ia) this Amendment, an Escrow Agreement (the “Escrow Agreement”) in substantially the form of Exhibit 5.3(a) duly executed by the Borrower, the Administrative Stockholder Representative and Escrow Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (b) a certificate, dated within ten (10) days of the Closing Date, as to the good standing of the Company and payment of all applicable state Taxes thereby, executed by the appropriate officials of the State of Delaware and of each other state in which the Company is qualified as a foreign corporation; (c) except as waived by Merger Sub or KIT, executed originals or copies acceptable to Merger Sub and KIT, acting reasonably, of all consents, waivers, approvals and authorizations required by law, statute, rule, regulation, contract or agreement to be obtained by the Company in connection with the consummation of the transactions contemplated and listed on Schedule 5.1; (d) a certificate of the secretary of the Company, attaching and certifying true, complete and correct copies of (i) resolutions of the Company Board approving the Merger and other transactions contemplated hereby; (ii) resolutions from the ConsentCompany’s stockholders approving the Merger and other transactions contemplated by this Agreement (all as required by the Company’s certificate of incorporation, Agreement bylaws and Affirmation of Guaranty in other governing documents and the form attached hereto as Exhibit A (the “Guarantor Consent”DGCL), duly executed by which approval shall include the affirmative vote of (A) holders of at least ninety-five percent (95%) of each of the Guarantors; outstanding (1) Series A Preferred Stock, (2) Series B Preferred Stock and (3) Series C Preferred Stock (with each class and series voting as a separate class); and (B) holders of at least ninety percent (90%) of the outstanding shares of Common Stock and shares of Preferred Stock (voting together as a single class); (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as certificate of incorporation of the date hereof Company as then in effect; and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions the bylaws of the Board of Directors or Sole Member, Company as applicable, of each Loan Party approving the execution, delivery then amended and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party;effect; and (ve) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel certificate as to the Loan Parties, in form incumbency and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy signature of the notice delivered by a Responsible Officer officers of the Borrower (or Company executed by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to officer of the Borrower), to each Local Agent in respect Company and by the secretary of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)Company.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and Agent, subject to Section 3.3 (Certain Collateral Documents to be Delivered after the Successor Agent:Closing Date): (i) this AmendmentAgreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note of the Borrower conforming to the requirements set forth herein; SECOND LIEN CREDIT AGREEMENT AMKOR TECHNOLOGY, INC. (ii) the Subsidiary Guaranty, duly executed by each Subsidiary Guarantor; (iii) the Pledge and Security Agreement, duly executed by the BorrowerBorrower and each Subsidiary Guarantor, together with each of the following: (A) evidence satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered at the Closing and the execution of applicable deposit account and securities account control agreements, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender Collateral Agent (for the benefit of the Secured Parties) shall have a valid and perfected second priority security interest in the Required LendersCollateral; (iiiv) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit BCayman Share Mortgage, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a partyparties thereto; (v) Mortgages and UCC fixture filings for all of the Real Properties of the Loan Parties identified on Schedule 4.16 (a) (Real Property) (except as may be agreed to by the Administrative Agent), together with title policies, surveys, opinion(s) of counsel and other supporting documentation reasonably acceptable to the Administrative Agent; (vi) a Korean law securities Pledge Agreement with respect to the AT Korea Bonds executed by the Borrower together with each Guarantee thereof by certain Subsidiaries of the Borrower; (vii) the Intercreditor Agreement executed by the Loan Parties and the First Lien Agent; (viii) a favorable opinion of (A) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., P.C. counsel to the Loan Parties, in substantially the form of Exhibit F (Form of Opinion of Counsel to Loan Parties), (B) counsel to the Loan Parties in Arizona, North Carolina, Cayman and substance Korea in each case addressed to the Administrative Agent, the Collateral Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (C) counsel to the Administrative Agent and the Collateral Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date; (ix) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by the Secretary of State of the state of organization of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party; (x) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the articles SECOND LIEN CREDIT AGREEMENT AMKOR TECHNOLOGY, INC. or certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (ix) above; (xi) a certificate of an Officer of Borrower to the effect that (A) the condition set forth in Section 3.1(f)(Representations and Warranties) has been satisfied and (B) no litigation not listed on Schedule 4.6 (Litigation) shall have been commenced against any Loan Party or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect; (xii) evidence satisfactory to the Successor Administrative Agent that the insurance policies required hereby and addressing by any Collateral Document are in full force and effect, together with, unless otherwise agreed by the Administrative Agent, endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies to be maintained with respect to the properties of the Borrower and each other Loan Party; (xiii) a certificate of an Officer as to the aggregate principal amount of the AT Korea Bonds outstanding on the Closing Date; (xiv) a certificate of an Officer demonstrating (with calculations in reasonable detail) that the Term Loan and the other Obligations are permitted to be incurred by the Borrower and the other Loan Parties in accordance with the Indentures; and (xv) such matters relating to this Amendment other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)

Certain Documents. The Administrative Agent and the Successor Administrative Agent Agents shall have received on or prior to the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent)Agents, in form and substance satisfactory to the Administrative Agent Agents and the Successor Agenteach Lender: (i) this Amendment, Agreement duly executed by Borrower and, for the account of each Lender having requested the same, by notice to the Agents and the Borrower received by each at least three (3) Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lendersrequirements set forth in Section 2.14(e); (ii) the Consent, Agreement Guaranty and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Security Agreement, duly executed by each Loan Party, together with (A) copies of UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the Guarantorstermination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested by the Agents, (B) all documents representing all Securities, chattel paper and instruments being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank, and (C) if requested by Agents, properly completed perfection certificates with respect to the Borrower and each Guarantor; (iii) (x) the DBNY Resignation and Assignment Intercreditor Agreement, in the form attached hereto as Exhibit B, duly executed by the BorrowerAdministrative Agent, the GuarantorsCollateral Agent, the Existing Agent Second Lien Agent, Borrower and the Successor Agentother Loan Parties, dated as of the date hereof on terms reasonably satisfactory to Agents and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredLenders; (iv) certified copies of resolutions collateral assignments by the Loan Parties party thereto of the Board Hands On Merger Agreement and the Stellar Nordia Managed Services Agreement, each in form and substance reasonably satisfactory to the Agents; (v) duly executed favorable opinions of Directors or Sole Membercounsel to the Loan Parties (other than the Inactive Subsidiaries) covering matters under Federal law and the laws of New York, Delaware and California satisfactory to the Agents, each addressed to the Agents, the L/C Issuers and the Lenders and addressing such matters as applicable, the Agents may reasonably request; (vi) a copy of each Constituent Document of each Loan Party (other than the Inactive Subsidiaries) that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (vii) a certificate of the secretary or other officer of each Loan Party (other than the Inactive Subsidiaries) in charge of maintaining books and records of such Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (v) above, that there have been no changes from such Constituent Document so delivered), and (C) the resolutions of such Loan Party's board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of this Amendment and the other each Loan Documents delivered in connection herewith Document to which such Loan Party is a party; (vviii) a favorable opinion certificate of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel a Responsible Officer of Borrower to the Loan Parties, effect that (A) each condition set forth in form and substance reasonably satisfactory Section 3.2(b) has been satisfied with respect to the Successor Administrative Agent Borrower as of the Closing Date; and addressing such matters relating (B) since December 31, 2006, there have been no events, circumstances, developments or other changes in facts that could reasonably be expected to this Amendment as have, either individually or in the Successor Administrative Agent may reasonably requestaggregate, a Material Adverse Effect; (viix) a copy certificate of the notice delivered by a Responsible Officer of the Borrower to the effect that both (or i) each Borrower and each Guarantor (other than the Inactive Subsidiaries) is Solvent and (ii) the Loan Parties taken as a whole are Solvent, in each case, both before and after giving effect to the initial Loans and Letters of Credit, the consummation of the Related Transactions, the application of the proceeds thereof in accordance with Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto; (x) insurance certificates in form and substance satisfactory to the Agents demonstrating that the insurance policies required by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (xi) copies of each Related Document and each Material Contract; (xii) copies of the financial statements, P.C, counsel projections and Pro Forma Balance Sheet referred to in Section 4.4; (xiii) the other documents listed on the checklist of closing items provided by Agents to the Borrower); and (xiv) such other documents and information as any either Agent, to each Local or Lender through the Administrative Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on the Effective Date each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance reasonably satisfactory to the Administrative Agent and the Successor Agent(except for any Notes) in sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by the BorrowerBorrowers and each other party hereto, and, for the Administrative Agentaccount of each Lender requesting the same a reasonable time prior to the Effective Date, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and any Note or Notes of the Required LendersBorrowers conforming to the requirements set forth herein; (ii) an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the ConsentBorrowers, Agreement in form and Affirmation of Guaranty in substance reasonably satisfactory to the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the GuarantorsAdministrative Agent; (iii) (x) the DBNY Resignation and Assignment Agreementa good standing certificate of each Borrower, in the form attached hereto certified as Exhibit B, duly executed of a recent date by the Secretary of State of the state of organization or formation of such Borrower, except with respect to such jurisdictions where the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall failure to be in good standing would not reasonably be expected to have occurreda Material Adverse Effect; (iv) a certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of each officer of such Borrower who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Borrower, (B) that attached thereto are the certificate of incorporation (or equivalent Constituent Document) and by-laws (or equivalent Constituent Document) of such Borrower as in effect and delivered to the Administrative Agent certified copies (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization and (C) that attached thereto are the resolutions of the Board such Borrower’s board of Directors directors (or Sole Member, as applicable, of each Loan Party equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment Agreement and the other Loan Documents delivered in connection herewith to which such Loan Party it is a party; (v) a favorable opinion certificate of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel a Responsible Officer to the effect that (A) there is no Default or Event of Default which has occurred and is continuing under this Agreement, (B) the representations and warranties set forth in Article IV and in the other Loan PartiesDocuments are true and correct in all material respects as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in form which case such representations and substance reasonably satisfactory to warranties were true and correct on and as of such earlier date (except that any representation or warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects) and (C) the Successor Administrative Agent Borrowers’ Unrestricted Cash (determined on a bank cash basis and addressing not book cash basis) plus Available Revolving Credit as of the Effective Date based on the Borrowing Base Certificate described in clause (vi) below shall not be less than $55,000,000 (together with supporting calculations of such matters relating to this Amendment as the Successor Administrative Agent may reasonably request;amount); and (vi) a copy of Borrowing Base Certificate for the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇period ended December 31, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)2007.

Certain Documents. The Administrative Agent Such Purchaser and the Successor Administrative Agent each Existing Holder shall have received each of the following, each dated as the date of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentclosing: (i) this AmendmentThe Series B Note(s) to be purchased by such Purchaser or an amended and restated Series A Notes in the form of Exhibit A-1 ----------- hereto in a like principal amount as the outstanding principal amount of the Series A Note held by such Existing Holder, duly executed by as the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders;case may be. (ii) An Intercreditor and Collateral Agency Agreement among the ConsentPurchasers, Agreement the Existing Holders and Affirmation of Guaranty the Collateral Agent in the form attached of Exhibit C hereto (herein, as Exhibit A (the “Guarantor Consent”same may be amended, modified --------- or supplemented from time to time in accordance with the provisions thereof, called the "Intercreditor Agreement"), duly executed by each of the Guarantors;. (iii) (x) A copy of a First Preferred Ship Mortgage made by the DBNY Resignation and Assignment Agreement, Company in favor of the Collateral Agent for the benefit of the holders of the Notes in the form attached of Exhibit D hereto (herein, as Exhibit Bthe same may --------- be amended, duly executed by modified or supplemented from time to time in accordance with the Borrowerprovisions thereof, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred;"Mortgage"). (iv) certified A Security Agreement between the Company and the Collateral Agent for the benefit of the holders of the Notes in the form of Exhibit E hereto (as the same may be amended, modified or --------- supplemented from time to time in accordance with the provisions thereof, called the "Security Agreement"). (v) Certified copies of the resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, Company authorizing the execution and delivery and performance of this Amendment Agreement and the other Loan Transaction Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion and the issuance of ▇▇▇▇ ▇▇▇▇▇▇▇the Notes, P.C.and of all documents evidencing other necessary corporate action and governmental approvals, counsel to the Loan Partiesif any, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating with respect to this Amendment as Agreement, the Successor Administrative Agent may reasonably request;Notes and the other Transaction Documents. (vi) a copy A certificate of the notice delivered by a Responsible Officer Secretary or an Assistant Secretary and one other officer of the Borrower Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement, the Notes, the other Transaction Documents and the other documents to be delivered hereunder. (vii) Certified copies of the Certificate of Incorporation and By-laws of the Company. (viii) A favorable opinion of the Company's general counsel (or such other counsel designated by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel the Company and acceptable to the BorrowerPurchaser(s) and the Existing Holders) satisfactory to such Purchaser and each Existing Holder and substantially in the form of Exhibit F-1 ----------- attached hereto and as to such other matters as such Purchaser or any Existing Holder may reasonably request. The Company hereby directs such counsel, and the counsel referred to in paragraph 5C(1), to deliver such opinion and the opinions described in paragraph 5C(1), agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Local Agent Purchaser and Existing Holder receiving such opinions will and is hereby authorized to rely on such opinions. (ix) A good standing certificate for the Company from the secretaries of state of Hawaii and California, in respect each case dated as of a recent date and such other evidence of the status of each outstanding Local Credit Facility pursuant Company as such Purchaser or any Existing Holder may reasonably request. (x) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the requirements of Section 5.4(c)transactions contemplated hereby as may be reasonably requested by such Purchaser or any Existing Holder.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Effective Date each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this AmendmentAgreement, duly executed and delivered by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required LendersCompany; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Guaranty, duly executed by each of the GuarantorsGuarantor; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit BPledge Amendment, duly executed by the BorrowerCompany and each Pledgor and The Bank of New York Mellon Trust Company, the GuarantorsN.A., the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” underAdditional Secured Debt Designation, duly executed by the Company and as defined inthe Collateral Agent, in each case, in the DBNY Resignation form previously provided to the Administrative Agent and Assignment Agreement shall have occurredLC Participants; (iv) evidence satisfactory to the Administrative Agent that the Collateral Agent (for the benefit of the Secured Parties) shall have a valid and perfected security interest in the Collateral; (v) [reserved]; (vi) a favorable opinion of (A) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Credit Parties, (B) counsel to the Credit Parties in Nevada and (C) Deputy General Counsel of the Company, in each case addressed to the Administrative Agent and the LC Participants and addressing such other matters as any LC Participant through the Administrative Agent may reasonably request; (vii) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Credit Party, certified copies as of a recent date by the Secretary of State of the state of organization of such Credit Party, together with certificates of such official attesting to the good standing of each such Credit Party; (viii) a certificate of the Secretary or an Assistant Secretary of each Credit Party certifying (A) the names and true signatures of each officer of such Credit Party that has been authorized to execute and deliver any LC Facility Document or other document required hereunder to be executed and delivered by or on behalf of such Credit Party, (B) the by-laws (or equivalent Constituent Document) of such Credit Party as in effect on the date of such certification, (C) the resolutions of the such Credit Party’s Board of Directors (or Sole Member, as applicable, of each Loan Party equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment Agreement and the other Loan LC Facility Documents delivered in connection herewith to which such Loan Party it is a partyparty and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Credit Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (vix) [reserved]; (x) a favorable opinion certificate of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel a Responsible Officer to the Loan effect that (A) the Credit Parties, taken as a whole, are Solvent on the Effective Date, (B) the condition set forth in form Section 3.2(b) (Conditions Precedent to Each Letter of Credit) has been satisfied and substance (C) no action, suit, investigation, litigation or proceeding not disclosed in the 2013 10-K has been commenced against any Credit Party or any of its Subsidiaries that (x) could have a Material Adverse Effect or (y) restrains, prevents or imposes or can reasonably satisfactory be expected to impose materially adverse conditions upon the Successor Administrative Agent Facility or the transactions contemplated hereby; and (xi) such other certificates, documents, agreements and addressing such matters relating to this Amendment information respecting any Credit Party as any LC Participant through the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c).

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agenteach Lender: (i) this Amendment, Agreement duly executed by Borrower and, for the account of each Lender having requested the same, by notice to the Administrative Agent and the Borrower received by each at least three (3) Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes conforming to the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lendersrequirements set forth in Section 2.14(e); (ii) the Consent, Agreement Guaranty and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Security Agreement, duly executed by each Loan Party, together with (A) copies of UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the Guarantorstermination of such prior filings and other documents with respect to the priority of the security interest of the Administrative Agent in the Collateral, in each case as may be reasonably requested by the Administrative Agent, (B) evidence that all documents representing all Securities, chattel paper and instruments being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank have been delivered to the First Lien Collateral Agent, and (C) if requested by the First Lien Administrative Agent under Section 3.1 of the First Lien Credit Agreement, perfection certificates identical to those delivered to the First Lien Administrative Agent in connection therewith but addressed to the Administrative Agent and the Lenders; (iii) (x) the DBNY Resignation and Assignment Intercreditor Agreement, in the form attached hereto as Exhibit B, duly executed by the BorrowerFirst Lien Administrative Agent, the GuarantorsFirst Lien Collateral Agent, the Existing Administrative Agent, Borrower and the other Loan Parties, on terms reasonably satisfactory to Administrative Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredLenders; (iv) certified copies of resolutions collateral assignments by the Loan Parties party thereto of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment Hands On Merger Agreement and the other Loan Documents Stellar Nordia Managed Services Agreement each in form and substance substantially identical to those delivered in connection herewith to which such Loan Party is a partythe First Lien Collateral Agent pursuant to Section 3.1 of the First Lien Credit Agreement; (v) a duly executed favorable opinion opinions of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, in form Parties (other than the Inactive Subsidiaries) covering matters under Federal law and substance the laws of New York and Delaware reasonably satisfactory to the Successor Administrative Agent, each addressed to the Administrative Agent and the Lenders and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of each Constituent Document of each Loan Party (other than the notice Inactive Subsidiaries) that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (vii) a certificate of the secretary or other officer of each Loan Party (other than the Inactive Subsidiaries) in charge of maintaining books and records of such Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered by pursuant to clause (v) above, that there have been no changes from such Constituent Document so delivered), and (C) the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (viii) a certificate of a Responsible Officer of Borrower to the effect that (A) each condition set forth in Section 3.1(g) has been satisfied with respect to the Borrower as of the Closing Date; and (B) since December 31, 2006, there have been no events, circumstances, developments or other changes in facts that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (ix) a certificate of a Responsible Officer of the Borrower to the effect that both (or i) each of the Borrower and each Guarantor (other than the Inactive Subsidiaries) is Solvent and (ii) the Loan Parties taken as a whole are Solvent, in each case, both before and after giving effect to the Loans, the consummation of the Related Transactions, the application of the proceeds thereof in accordance with Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto; (x) insurance certificates in form and substance satisfactory to the Administrative Agent demonstrating that the insurance policies required by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (xi) copies of each Related Document and each Material Contract; (xii) copies of the financial statements, P.C, counsel projections and Pro Forma Balance Sheet referred to in Section 4.4; (xiii) the other documents listed on the checklist of closing items provided by Administrative Agent to the Borrower); and (xiv) such other documents and information as the Administrative Agent, to each Local or Lender through the Administrative Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by each of the BorrowerLoan Parties, each Third Party Security Provider and the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the ConsentAcknowledgment and Consents, Agreement and Affirmation of Guaranty in the form attached set forth hereto as Exhibit A (the “Guarantor Consent”)C, duly executed by each all of the GuarantorsLenders holding Term Loans on the Amendment Effective Date (after giving effect to any assignments of Term Loans effectuated pursuant to Section 2.16(c) of the Credit Agreement on or prior to the Amendment Effective Date); (iii) (x) amendments to the DBNY Resignation and Assignment Agreementother Loan Documents or such other documents as may be necessary or appropriate, in the form attached hereto as Exhibit Bopinion of the Administrative Agent, duly to effect fully the purposes of this Amendment executed by the Borrowerparties thereto, including without limitation, any documents that the GuarantorsAdministrative Agent may deem reasonably necessary or advisable to reaffirm, confirm or ensure that the Existing Agent Secured Obligations are guaranteed by Holdings and the Successor Agent, dated as all of the date hereof Subsidiary Guarantors and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredare secured by all Collateral; (iv) a certificate of the secretary, assistant secretary or managing director (where applicable) of each Loan Party and each Third Party Security Provider dated the Amendment Effective Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the constitutional documents) of such Loan Party or Third Party Security Provider, as applicable, certified copies (to the extent customary in the applicable jurisdiction) as of a recent date by the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of its organization, (B) that attached thereto is a true and complete copy of resolutions of duly adopted by the Board of Directors or Sole Memberand/or shareholders, as applicable, of each such Loan Party approving or such Third Party Security Provider, as applicable, authorizing the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith executed as of the Amendment Effective Date to which such Loan Party person is a partyparty and that such resolutions, or any other document attached thereto, have not been modified, rescinded, amended or superseded and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment and the other Loan Documents as of the Amendment Effective Date (together with a certificate of another officer as to the incumbency and specimen signature of the secretary, assistant secretary or managing director executing the certificate in this clause (v), and other customary evidence of incumbency) (provided that, with respect to each of the Third Party Security Providers, Holdings and the Subsidiary Guarantors, the matters referred to in clause (A) and (C) may be evidenced by certifications that the items reference in clauses (A) and (C) have not been modified since the Closing Date and are accurately reflected in the certificates delivered on the Closing Date); (v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment good standing certificates (where applicable or such other customary functionally equivalent certificates or abstracts) as the Successor Administrative Agent may reasonably requestrequest of each Loan Party and each Third Party Security Provider (in so-called “long-form” if available), as of a recent date prior to the Amendment Effective Date, from the applicable Governmental Authority of such Loan Party’s or Third Party Security Provider’s (as the case may be) jurisdiction of organization; (vi) a copy favorable opinion of counsels to the notice delivered by Loan Parties, addressed to the Agents and the Lenders in form and substance and from counsels reasonably satisfactory to the Administrative Agent; (vii) an Officer’s Certificate of a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇Borrower, P.C, counsel addressed to the Borrower), to each Local Revolving Credit Administrative Agent certifying that the Borrower has determined in respect of each outstanding Local Credit Facility pursuant to good faith that this Amendment satisfies the requirements of Section 5.4(c)6.11(d) of the Revolving Credit Agreement; and (viii) such additional documentation as the Administrative Agent may reasonably require.

Certain Documents. The Administrative Agent and the Successor Administrative Agent Sellers shall have received each furnished the Buyers with the following documents: (a) termination statements and instruments of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent)release, in form and substance satisfactory to counsel for the Administrative Agent Buyers, releasing and discharging all mortgages, leases, liens, claims, charges, security interests, conditional sales contracts, restrictions or other encumbrances against the Acquired Assets or otherwise providing for the release and discharge of such items upon such terms and conditions as are acceptable to Buyers; (b) a duly executed assignment of title with respect to each motor vehicle transferred to the Buyers hereunder; (c) a copy of the Articles of Incorporation of each of the Sellers, certified by the Utah Department of Commerce Division of Corporations and Commercial Code; (d) a certificate, dated a date proximate to the Closing Date, as to the good standing of each of the Sellers and payment of all applicable state taxes thereby, executed by the appropriate officials of the State of Utah as the case may be and of each other state in which any of the Sellers is qualified as a foreign corporation; (e) the originals, or copies certified to the satisfaction of the Buyers, of all Property Leases and Title Documents with respect to the Real Property; (f) executed originals of all consents, waivers, approvals and authorizations required by law, statute, rule, regulation, contract or agreement to be obtained by any of the Sellers in connection with the consummation of the transactions contemplated hereby; (g) a copy of the resolutions of the board of directors of each of the Sellers authorizing the execution and delivery of this Agreement and each of the other Related Agreements (as identified in SECTION 1.4) to which any of the Sellers is a party and the Successor Agent:performance of the transactions contemplated hereby and thereby, certified by the secretary of each such Seller; (h) a certificate as to the incumbency and signature of the officers of each of the Sellers executed by an officer or director of each Seller and by the secretary of each Seller; (i) all other documents required to be produced under this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required LendersAgreement; (iij) letters evidencing the Consenttransfers of all necessary operating permits; (k) a power of attorney, Agreement and Affirmation of Guaranty substantially in the form attached hereto as Exhibit A (EXHIBIT 7.3(p) with respect to property 10 as listed on SCHEDULE A, granting the “Guarantor Consent”), duly executed by each Buyer the authority and power to take all necessary action on behalf of the Guarantorsrelevant Seller to effect a subdivision of such property; (iiil) (x) the DBNY Resignation executed subordination and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as non-disturbance agreements from such lenders of the date hereof Sellers and (y) USAI as the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred;Buyers request; and (ivm) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery landlord estoppels and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)consents.

Certain Documents. The Administrative Agent and the Successor Administrative Agent Each Purchaser shall have received the following, each dated the applicable Closing Day (unless otherwise specified): (i) the Note(s) to be purchased by such Purchaser; (ii) a copy of the Company’s written designation of the holders of the Notes to be purchased and sold on the applicable Closing Day (other than the Series D Closing Day) as “Additional Creditors” (as defined in the Intercreditor Agreement), together with a Counterpart (as defined in the Intercreditor Agreement) executed by each such holder, with ​ each of the following, dated as foregoing having been prepared and delivered in accordance with Section 10 of the Effective Date Intercreditor Agreement; (unless otherwise agreed iii) a favorable opinion of (a) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to by the Administrative Agent and the Successor Administrative Agent)Credit Parties, in form and substance satisfactory to such Purchaser, and (b) Goodsill ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel to the Administrative Agent Credit Parties, in form and the Successor Agent: (i) this Amendmentsubstance satisfactory to such Purchaser, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Company hereby directs each such counsel to deliver such opinion, duly executed by each agrees that the issuance and sale of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as any Notes will constitute a reconfirmation of the date hereof and (y) the “Effective Date” undersuch direction, and as defined in, the DBNY Resignation understands and Assignment Agreement shall have occurredagrees that each Purchaser receiving such an opinion is hereby authorized to rely on such opinion); (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, ▇ Price P.C., special counsel to the Loan PartiesPurchasers, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such Purchaser as to such matters relating incident to this Amendment the matters herein contemplated as the Successor Administrative Agent it may reasonably request; (v) certified copies of the resolutions of the Board of Directors (or Board of Managers or other similar authorizing body) of each Credit Party authorizing the execution and delivery of the Transaction Documents to which such Person is a party (including, in the case of the Company, the issuance, execution and delivery of the applicable Series of Notes), and of all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to this Agreement, the Notes and the other Transaction Documents; (vi) a copy certificate of the notice Secretary or an Assistant Secretary and one other officer of each Credit Party certifying the names and true signatures of the officers of such Person authorized to sign the Transaction Documents to which such Person is a party and the other documents to be delivered by hereunder, or a certificate of a Responsible Officer certifying that there have been no changes to such officers since the last date of delivery to the Purchasers; (vii) certified copies of the Borrower articles of incorporation and bylaws (or by an authorized attorney at ▇▇▇▇ similar constitutive documents) of each Credit Party, or a certificate of a Responsible Officer certifying that there have been no changes to such documents since the last date of delivery to the Purchasers; (viii) a good standing certificate for each Credit Party from the secretary of state of the state of its formation (and, in the case of ▇▇▇▇▇▇▇▇ Navigation, P.Cthe State of California), counsel in each case dated as of a recent date and such other evidence of the status of each Credit Party as such Purchaser may reasonably request; and (ix) additional documents or certificates with respect to legal matters or corporate or other proceedings related to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. The Administrative Agent Agent, the Lenders, each Supplemental Guarantor (except as to clauses (IX)(G) through (J), (XII) and (XIII), for opinions of counsel to and documents relating to the other Supplemental Guarantors) and the Successor Administrative Agent Board shall have received on the Closing Date each of the following, each dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent)Closing Date, in form and substance satisfactory to the Administrative Agent Agent, the Board, the Lenders and the Successor Agent: each Supplemental Guarantor (except as otherwise provided below in this SECTION 3.1(A)): (i) this AmendmentAgreement, duly executed and delivered by the parties hereto; (ii) the Notes duly executed by the BorrowerBorrower and conforming to the requirements set forth in SECTION 2.4(D) hereof; (iii) the Security Agreement, duly executed and delivered by the parties thereto; (iv) the Board Guarantee, duly executed and delivered by the parties thereto; (v) each Supplemental Guarantee, the Administrative Agent[***] Counter Guarantee and, each 2010 Extending Term for the Tranche B-1 Lender, each 2010 Extending Revolving Lender a letter agreement from [***] in form and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A substance satisfactory to it (the “Guarantor Consent”"[***] Letter Agreement"), duly executed and delivered by each of the Guarantors; parties thereto; (iii) (xvi) the DBNY Resignation Warrants (which need to be in form and Assignment Agreementsubstance satisfactory only to the holders thereof), duly executed, validly issued and delivered by the Borrower; (vii) the Registration Rights Agreement (which need be in form and substance satisfactory only to the form attached hereto as Exhibit Bholders of Warrants), duly executed and delivered by the parties thereto; (viii) (A) a Collateral Value Certificate with respect to the Collateral setting forth the Collateral Value as of the Closing Date, together with (B) insurance certificates and insurance brokers' reports evidencing the insurance coverages required under the Loan Documents; (ix) the favorable opinions of (A) Fulbright & Jawor▇▇▇, ▇▇▇, special counsel to the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (yB) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of David ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., ▇▇▇ernal counsel to the Loan PartiesBorrower, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (viC) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Faegre & Benso▇, ▇▇▇▇ , local Colorado counsel to the Borrower, (D) James ▇. ▇▇▇▇▇▇, ▇▇▇al counsel to the Board (which need be addressed and delivered only to the Agent and the Tranche A Lender), (E) Curti▇, Malle▇-▇▇▇▇▇▇▇, P.C▇▇▇t & Mosle LLP, special New York counsel to the Board (which need be addressed and delivered only to the Agent and the Tranche A Lender), (F) David ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇ociate General Counsel of the Loan Administrator, (G) (1) [***], counsel to the Borrower[***] Supplemental Guarantor, (2) [***], counsel to the [***] Counter Guarantor and (3) [***], special New York counsel to the [***] Supplemental Guarantor and the [***] Counter Guarantor, (H) [***], internal counsel to the [***] Supplemental Guarantor (which need be addressed and delivered only to the Agent and the Tranche B-2 Lender), (I) [***], special New York counsel to the [***] Supplemental Guarantor (which need be addressed and delivered only to the Agent and the Tranche B-2 Lender), (J) Vedder, Price, Kaufm▇▇ & ▇▇mmholz, special New York counsel to the Lenders and the Agent and (K) Crowe & ▇▇nle▇▇, ▇▇▇cial FAA counsel; (x) a copy of the articles or certificate of incorporation of the Borrower and each Local Agent in respect of its Subsidiaries, certified as of a recent date by the Secretary of State of the state of organization of such Person, together with a "long-form" certificate of such official attesting to the good standing of such Person; (xi) a certificate of the Secretary or an Assistant Secretary of the Borrower and each of its Subsidiaries certifying (A) the names and true signatures of each outstanding Local Credit Facility officer of such Person who has been authorized to execute and deliver each Loan Document required to be executed and delivered by or on behalf of such Person hereunder or thereunder, (B) the by-laws of such Person as in effect on the date of such certification, (C) the resolutions of such Person's board of directors approving and authorizing the execution, delivery and performance of each Loan Document to which it is a party and (D) that there have been no changes in the certificate of incorporation of such Person from the certificate of incorporation delivered pursuant to the requirements immediately preceding clause; (xii) a copy of the articles or certificate of organization or comparable document of each of the [***] Supplemental Guarantor, the [***] Counter Guarantor and the [***] Supplemental Guarantor, certified, if available, as of a recent date by an appropriate official of the jurisdiction of organization of each such Person, together with, if available, a certificate or comparable document of such official attesting to the good standing of such Person; (xiii) (A) a certificate of the Secretary or Assistant Secretary of each of the [***] Supplemental Guarantor, the [***] Counter Guarantor and the [***] Supplemental Guarantor certifying (A) the names and true signatures of each officer of such Person who has been authorized to execute and deliver the applicable Supplemental Guarantee or the [***] Counter Guarantee, (B) the by-laws of such Person as in effect on the date of such certification, (C) the resolutions of such Person's board of directors approving and authorizing the execution, delivery and performance of the applicable Supplemental Guarantee, and (D) that there have been no changes in the certificate of organization of such Person from the certificate of organization delivered pursuant to the immediately preceding clause and (B) in the case of [***], a delegation as to the name and specimen signature of the officer authorized to execute and deliver the [***] Letter Agreement; (xiv) an Officer's Certificate of the Borrower signed by its Chief Financial Officer, stating that the Borrower is Solvent after giving effect to the Loan, the application of the proceeds thereof in accordance with SECTION 2.4(F) on the Closing Date and the payment of all legal, accounting and other fees (as reasonably estimated by the Borrower as of, and on the assumption that such amounts were to be paid on, the Closing Date) related hereto; (xv) an Officer's Certificate of the Borrower certifying that all representations, warranties and certifications made by the Borrower in the Loan Agreement, the other Loan Documents, the Application are true and correct in all material respects on and as of the Closing Date, before and after giving effect to the Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent relating to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date); (xvi) a true and correct copy of the Borrower's Application (excluding therefrom any information provided by the Tranche A Lender to the Board in connection therewith), as approved by the Board, together with an Officer's Certificate certifying that as of the Closing Date, the information contained therein (excluding such information provided by the Tranche A Lender ) is true and complete in all material respects (except to the extent of (x) any differences between the collateral described therein and the Collateral and (y) changes with respect to the prospects of the Borrower that are reflected in the projections delivered pursuant to SECTION 3.1(K)); (xvii) an Officer's Certificate of the Borrower signed by a duly authorized officer of such Person certifying (A) that no Event of Default or Default has occurred and is continuing or would result from the Borrowing, and (B) that since September 30, 2002, there has been no material adverse change (I) in the business, condition (financial or otherwise), operations, performance, prospects (except to the extent of changes with respect to the prospects of the Borrower that are reflected in the projections delivered pursuant to SECTION 3.1(K)), assets or properties of the Borrower and its Subsidiaries taken as a whole or in the Borrower's ability to repay the Loan or (II) with respect to any of the matters covered by the representations and warranties of the Borrower in its Application to the Board; (xviii) an Officer's Certificate of the Borrower certifying that (i) it will use the proceeds from the Borrowing in compliance with SECTION 2.4(F) of this Agreement and consistent with Section 5.4(c4.1(e), (ii) the Borrower qualifies as an "eligible borrower" under the Act and the Regulations (assuming the satisfaction of the Board as contemplated in Section 1300.11(a) of the Regulations), and (iii) the Borrower does not have any outstanding delinquent Federal debt (including tax liabilities); and (xix) such other certificates (including Officer's Certificates), documents, agreements and information from the Borrower and its Subsidiaries as the Agent, the Lenders, any Supplemental Guarantor or the Board may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on the Effective Date each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent(except for any Revolving Credit Notes) in sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender Borrowers and the Required Requisite Lenders, and, for the account of each such Requisite Lenders requesting the same, a Revolving Credit Note or Revolving Credit Notes of the Borrowers conforming to the requirements set forth herein; (ii) an amendment to the Consent, Security Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed and delivered by each the parties thereto, pursuant to which, among other things, the Obligations of the GuarantorsSubsidiary Borrowers shall become secured obligations thereunder; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, P.C.LLP, counsel to the Loan Parties, Parties in form and substance reasonably satisfactory to the Successor Administrative Agent; (iv) a good standing certificate of each Loan Party, certified as of a recent date by the Secretary of State of the state of organization or formation of such Loan Party; (v) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) that the certificate of incorporation (or equivalent Constituent Document) and by-laws (or equivalent Constituent Document) of such Loan Party as in effect and delivered to the Administrative Agent on October 23, 2006 (in connection with the first amendment to the March 2006 Credit Agreement) have not been amended and addressing remain in full force and effect and (C) the resolutions of such matters relating Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to this Amendment as the Successor Administrative Agent may reasonably requestwhich it is a party; (vi) a copy certificate of the notice delivered by a Responsible Officer to the effect that (A) there is no Default or Event of Default which has occurred and is continuing under this Agreement and (B) the representations and warranties set forth in Article IV and in the other Loan Documents shall be true and correct in all material respects as of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇Effective Date, P.C, counsel except to the Borrower)extent such representations and warranties expressly relate to an earlier date, to each Local in which case such representation and warranties shall have been true and correct on and as of such earlier date; and (vii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)may reasonably request.

Certain Documents. The Administrative Agent Agent, the Lenders, the Supplemental Guarantor and the Successor Administrative Agent Board shall have received on the Closing Date each of the following, each dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent)Closing Date, in form and substance satisfactory to the Administrative Agent Agent, the Board, the Lenders and the Successor Agent:Supplemental Guarantor (except as otherwise provided below in this Section 3.1(a)): (i) this AmendmentAgreement, duly executed and delivered by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lendersparties hereto; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), Notes duly executed by each of the GuarantorsBorrower and conforming to the requirements set forth in Section 2.4(d) hereof; (iii) (x) the DBNY Resignation and Assignment Security Agreement, in the form attached hereto as Exhibit B, duly executed and delivered by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredparties thereto; (iv) certified copies of resolutions of the Board of Directors or Sole MemberGuarantee, as applicable, of each Loan Party approving duly executed and delivered by the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a partyparties thereto; (v) the Subsidiary Guarantee, duly executed and delivered by the parties thereto; (vi) the Warrants (which need be in form and substance satisfactory only to the holders thereof), duly executed, validly issued and delivered by the Borrower; (vii) the Registration Rights Agreement (which need be in form and substance satisfactory only to the holders of the Warrants), duly executed and delivered by the parties thereto; (viii) the Supplemental Guarantee, duly executed and delivered by the parties thereto; (ix) a Collateral Value Certificate with respect to the Collateral, setting forth the Collateral Value as of the Closing Date, together with insurance certificates and insurance brokers' reports evidencing the insurance coverages required under the Loan Documents; (x) [Intentionally deleted]; (xi) the favorable opinion opinions of (A) Powell, Goldstein, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel to the Borrower, (B) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, internal counsel to the Borrower, (C) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, legal counsel to the Board (which need be addressed and delivered only to the Agent and the Tranche A Lenders), (D) ▇▇▇▇▇▇, ▇▇▇▇▇▇-▇▇▇▇▇▇▇, Colt & Mosle LLP, special New York counsel to the Board (which need be addressed and delivered only to the Agent and the Tranche A Lenders), (E) an counsel to the Loan Administrator , (F) ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., internal counsel to the Loan PartiesSupplemental Guarantor, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (viG) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, P.C, special counsel to the Borrower)Supplemental Guarantor, (H) Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Lenders and the Agent (which need be addressed and delivered only to the Lenders and the Agent) and (I) Holland & Knight LLP, special counsel to the Collateral Agent; (xii) a copy of the articles or certificate of incorporation or formation of the Borrower and each Local Agent in respect of its Subsidiaries, certified as of a recent date by the Secretary of State of the state of organization of such Person, together with a "long-form" certificate of such official attesting to the good standing of such Person; (xiii) a certificate of the Secretary or Assistant Secretary or Manager (as applicable) of the Borrower and each of its Subsidiaries certifying (A) the names and true signatures of each outstanding Local Credit Facility officer of such Person who has been authorized to execute and deliver each Loan Document required to be executed and delivered by or on behalf of such Person hereunder or thereunder, (B) the by-laws or operating agreement of such Person as in effect on the date of such certification, (C) the resolutions of such Person's board of directors or managers approving and authorizing the execution, delivery and performance of each Loan Document to which it is a party and (D) that there have been no changes in the certificate of incorporation or formation of such Person from the certificate of incorporation or formation delivered pursuant to the requirements immediately preceding clause; (xiv) a copy of the articles or certificate of organization or comparable document of the Supplemental Guarantor, certified, if available, as of a recent date by an appropriate official of the jurisdiction of organization of the Supplemental Guarantor, together with, if available, a certificate or comparable document of such official attesting to the good standing of the Supplemental Guarantor; (xv) a certificate of the Supplemental Guarantor signed on its behalf by an authorized official of the Supplemental Guarantor certifying (A) the names and true signatures of each officer of the Supplemental Guarantor who has been authorized to execute and deliver the Supplemental Guarantee, (B) the by-laws of the Supplemental Guarantor as in effect on the date of such certification, (C) the resolutions of the Supplemental Guarantor's board of directors approving and authorizing the execution, delivery and performance of the Supplemental Guarantee, and (D) that there have been no changes in the certificate of organization of the Supplemental Guarantor from the certificate of organization delivered pursuant to the immediately preceding clause; (xvi) an Officer's Certificate of the Borrower signed by its Chief Financial Officer stating that the Borrower is Solvent after giving effect to the Loan, the application of the proceeds thereof in accordance with Section 5.4(c2.4(f) and the payment of all estimated legal, accounting and other fees related hereto; (xvii) an Officer's Certificate of the Borrower certifying (A) that all representations, warranties and certifications made by it in the Loan Agreement, the other Loan Documents, the Application and any other document, certificate or written statement delivered in connection therewith are true and correct on and as of the Closing Date, before and after giving effect to the Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (B) that no Event of Default or Default has occurred and is continuing or would result from the Borrowing; (xviii) a true and correct copy of the Borrower's Application, together with an Officer's Certificate of the Borrower certifying that as of the Closing Date, the information contained therein is true and correct in all material respects; (xix) an Officer's Certificate of the Borrower certifying that since September 30, 2003, there has been no material adverse change (A) in the business, condition (financial or otherwise), operations, performance, prospects, assets or properties of the Borrower and its Subsidiaries taken as a whole or in the Borrower's ability to repay the Loan or (B) with respect to any of the matters covered by the representations and warranties of the Borrower in its Application to the Board; (xx) an Officer's Certificate of the Borrower certifying that (A) it will use the proceeds from the Borrowing in compliance with Section 2.4(f) of this Agreement, (B) the Borrower qualifies as an "eligible borrower" under the Act and the Regulations, and (C) the Borrower does not have any outstanding delinquent Federal debt (including tax liabilities); and (xxi) the Lease Amendments (which need to be received by and in form and substance satisfactory only to the Supplemental Guarantor) and all conditions precedent to the effectiveness thereof have been satisfied to the satisfaction of the Supplemental Guarantor and/or waived by the Supplemental Guarantor.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, dated as of the Effective Date Unless either (unless otherwise agreed to x) waived by (A) the Administrative Agent and with respect to immaterial matters or (B) all of the Successor Lenders in all other cases, or (y) deferred to a reasonable date after the Closing Date at the reasonable discretion of the Administrative Agent)Agent pursuant to a post-closing agreement entered into on or prior to the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent and the Successor US Borrower, between the US Borrower and the Administrative Agent, a copy of which will be furnished to each of the Lenders, the Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise indicated below or agreed to by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) this AmendmentAgreement, duly executed and delivered by the Borrowers and, for the account of each Lender requesting the same, a Note or Notes of the US Borrower or the Luxembourg Borrower, as applicable, conforming to the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lendersrequirements set forth herein; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Guaranty, duly executed by the US Borrower and each of the GuarantorsGuarantor; (iii) (x) the DBNY Resignation Pledge and Assignment Security Agreement, in the form attached hereto as Exhibit B, duly executed by the BorrowerUS Borrower and each Guarantor, together with each of the following: (A) evidence satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered at the Closing Date, the Guarantors, Administrative Agent (for the Existing benefit of the Secured Parties) shall have a valid and perfected first priority security interest in the Collateral (subject to only those Permitted Liens having priority over the Liens granted to the Administrative Agent and or the Successor Collateral Agent, dated as applicable), including (x) such documents duly executed by each Loan Party as the Administrative Agent may reasonably request with respect to the perfection of the date hereof Administrative Agent’s security interests in the Collateral pursuant to the terms of the Collateral Documents (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the U.S. Patent and Trademark Office or the U.S. Copyright Office, as the case may be, and to the extent required by the Pledge and Security Agreement, and other applicable documents under the laws of the United States with respect to the perfection of Liens created by the Pledge and Security Agreement in the United States) and (y) copies of UCC search reports or bringdowns as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the “Effective Date” under, Collateral except for those that shall be terminated on the Closing Date or evidence Permitted Liens; (B) share certificates representing all of the certificated Pledged Stock being pledged pursuant to the Pledge and as defined in, Security Agreement and stock powers or other appropriate instruments of transfer for the DBNY Resignation certificates evidencing such Pledged Stock executed in blank; and (C) all instruments representing Pledged Notes being pledged pursuant to the Pledge and Assignment Security Agreement shall have occurredduly endorsed in favor of the Administrative Agent or executed in blank; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party;[Reserved.] (v) a favorable opinion of (A) ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, (B) counsel to the Loan Parties in Delaware, Indiana, Iowa, and Pennsylvania and (C) counsel to the Luxembourg Borrower in Luxembourg, each in form and substance reasonably satisfactory to the Successor Administrative Agent, and in the case of all legal opinions delivered pursuant to this Agreement, addressed to the Administrative Agent and the Lenders and addressing such other matters relating to this Amendment as any Lender through the Successor Administrative Agent may reasonably request; (vi) [Reserved.] (vii) a copy of the notice (a) except for the Luxembourg Borrower, articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by the Secretary of State of the state of organization of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party in such State and (b) with respect to the Luxembourg Borrower, (i) articles of association, (ii) an excerpt delivered by the Luxembourg RCS on or prior to the Closing Date and (iii) a certificate of absence of judicial decisions (certificat de non-inscription d’une décision judiciaire), delivered by the Luxembourg RCS, with respect to the situation of the Luxembourg Borrower on or prior to the Closing Date; (a) with respect to the US Borrower, a certificate of a Secretary or Assistant Secretary of the US Borrower or such other Person designated to act on behalf of the US Borrower; (b) with respect to the Luxembourg Borrower, a certificate of a Category A and/or Category B Manager (or such other Person designated to act on behalf of the Luxembourg Borrower) authorized for such purpose by the Luxembourg Borrower; (c) with respect to any other Loan Party, a certificate of a Secretary, an Assistant Secretary or a Vice President of such Loan Party or such Person designated to act on behalf of such Loan Party, in each case, certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or any other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party’s Board of Directors or the Board of Managers or Sole Member (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) a certificate of a Responsible Officer of the US Borrower, stating that the US Borrower and each of its Subsidiaries on a consolidated basis are Solvent after giving effect to the initial Loans and Letters of Credit, the application of the proceeds thereof in accordance with Section 6.12 (Use of Proceeds) and the payment of all estimated Attorney Costs, and accounting and other fees related hereto and to the other Loan Documents and the transactions contemplated hereby and thereby; (x) a certificate of a Responsible Officer of the Borrower Representative to the effect that (A) the conditions set forth in Section 4.02(b) (Conditions Precedent to Each Credit Extension) have been satisfied and (B) no litigation or administrative proceeding, or development in any litigation or administrative proceeding shall have been commenced against any Loan Party that has had or could reasonably be expected to result in a Material Adverse Effect or have a material adverse effect on the ability of the parties to consummate the funding of the initial Credit Extensions under this Agreement or any of the other Closing Transactions; (xi) evidence reasonably satisfactory to the Agents that the Insurance Coverage required by Section 6.07 (Maintenance of Insurance) or by any Collateral Document is in full force and effect, together with endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇additional insured or loss payee, P.Cas the case may be, counsel under all Insurance Coverage to be maintained with respect to the Borrower)properties of the US Borrower and the Guarantors; and (xii) such other certificates, to each Local documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, each dated as of the Amendment Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), each in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly Amendment executed by each Lender, the Borrower, Loan Parties and the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board board of Directors or Sole Member, as applicable, directors of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered documents to be executed in connection herewith to which such herewith; (iii) the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i), (ii) and (iii) of the Credit Agreement; (iv) a bring-down certificate of each other Loan Party is a partyconfirming the certificates and the attachments thereto described in Section 5.1(iv), (v) and (vi) of the Credit Agreement and delivered on the Closing Date remain true and correct as if made and delivered on the Amendment Effective Date; (v) a favorable opinion certificate (1) signed by the chief financial officer, controller or chief accounting officer of ▇▇▇▇ ▇▇▇▇▇▇▇the Borrower, P.C.stating that on the Amendment Effective Date, counsel no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) to the Loan Partiesextent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Section 2.17 of the Credit Agreement (after giving effect to the waiver in Section 6 of this Amendment) and this Section 3 are satisfied; and (vi) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on April 16, 2021 in connection with Amendment No. 2, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)Agent.

Certain Documents. The Administrative Agent and the Successor Administrative Agent following shall have been received each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance be satisfactory to the Administrative Agent and the Successor Agenteach Noteholder: (i) duly executed counterparts of this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), one or more duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement9.00% Senior Notes, in the form attached hereto as Exhibit B, A; (iii) duly executed counterparts of the Amended and Restated Loan Agreement, dated of even date herewith, amending the Loan Agreement, in form, scope and substance satisfactory to each Noteholder, executed and delivered by the Borrower, the Guarantors, the Existing Agent Company and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredall other parties thereto; (iv) certified duly executed counterparts of the Security Agreement, the Mortgage and the Environmental Indemnity Agreement, each in form, scope and substance satisfactory to each Noteholder, executed and delivered by the Company and all other parties thereto; (v) evidence that all other actions necessary or desirable to perfect and protect the security interests created by the Security Documents have been taken; (vi) duly executed counterparts of the Collateral Agency Agreement, in form, scope and substance satisfactory to each Noteholder, executed and delivered by the Company and all other parties thereto; (vii) certificate of the Secretary or Assistant Secretary of the Company attaching and certifying copies of (A) the certificate of incorporation, as amended, of the Company certified by the Secretary of State of Delaware, (B) the bylaws, as amended, of the Company, (C) the resolutions of the Board board of Directors or Sole Memberdirectors of the Company, as applicable, of each Loan Party approving authorizing the execution, delivery and performance of this Amendment, the 9.00% Senior Notes, the Note Agreement as amended hereby, the Security Documents and all related documents (collectively, the "Amendment Documents"), and (D) the name, title and true signature of each officer of the Company executing the Amendment Documents; (viii) current appraisals pertaining to the Company's real property, plant, equipment and inventory; (ix) Phase I environmental site assessment reports with respect to any real property to be owned or leased by the Company from and after the Effective Date; (x) evidence that the Company has entered into documentation amending the Master Equipment Lease to (A) waive all existing Defaults and Events of Default as defined therein and (B) amend the financial covenants contained therein to be consistent with the financial covenants contained in the Note Agreement as amended by this Amendment; (xi) evidence that each of Fifth Third Bank and General Electric Capital Corporation has consented to the execution and delivery of this Amendment and the other Loan Amendment Documents delivered in connection herewith to which such Loan Party is a partyby the Company; (vxii) a favorable an opinion from ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ LLC, counsel for the Company, dated the Effective Date, in form, scope and substance satisfactory to each Noteholder; (xiii) an opinion from VanAntwerp, Monge, ▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, counsel for the Company, dated the Effective Date, in form, scope and substance satisfactory to each Noteholder; and (xiv) audited Fiscal Year 2001 consolidated financial statements of the Company and its Subsidiaries, together with the unqualified report thereon by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP marked "draft", P.C., counsel to the Loan Parties, delivered in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to accordance with the requirements of Section 5.4(c)5.17(b) of the Note Agreement other than those relating to the timing of the delivery thereof.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (ia) this Amendment, duly executed by dated as of the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)date hereof, duly executed by each of the GuarantorsBorrower, Holdings, the Administrative Agent, the Tranche ▇ ▇/C Issuer, the New Swing Line Lender and the Initial New Revolving Credit Lenders; (iiib) (x) the DBNY Resignation an Acknowledgement and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor AgentConfirmation, dated as of the date hereof and (y) the “Third Amendment Effective Date” under, and as defined insubstantially in the form of Exhibit A hereto, the DBNY Resignation and Assignment Agreement shall have occurredduly executed by each Loan Party; (ivc) certified copies of resolutions a certificate executed by a Responsible Officer of the Board Borrower, dated as of Directors the Third Amendment Effective Date, certifying compliance with the requirements of Sections 3.4 and 3.7 have been satisfied; (d) a certificate from the Treasurer of the Borrower, dated as of the Third Amendment Effective Date, certifying that Holdings and its Restricted Subsidiaries, on a consolidated basis, both before and after giving effect to the Tranche B Revolving Credit Commitments and any extension of Tranche B Revolving Credit Loans on the Third Amendment Effective Date and the application of the proceeds thereof, are Solvent; (A) a copy of the certificate or Sole Memberarticles of incorporation or organization, as applicableincluding all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party approving as of a recent date, from such Secretary of State or similar Governmental Authority and (B) a certificate of Responsible Officers of each Loan Party dated the Third Amendment Effective Date and certifying (w) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Third Amendment Effective Date (or certifying no change as of the Second Amendment Effective Date), (x) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Person is a party and, in the case of the Borrower, the incurrence of the Tranche B Revolving Credit Commitments contemplated hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (y) that the certificate or articles of incorporation or organization of such Loan Party is a partyhave not been amended since the later of (1) the Second Amendment Effective Date or (2) the date of the last amendment thereto shown on the certified copy of the certificate or articles of incorporation or organization, in ease case, furnished pursuant to clause (A) above, and (z) as to the incumbency and specimen signature of each officer executing this Amendment and any other Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (B) above; (vf) a favorable opinion (x) executed legal opinions of ▇▇▇▇ ▇▇▇▇▇▇▇▇ Coie LLP, P.C., special counsel to the Loan Parties dated the Third Amendment Effective Date and (y) executed legal opinions of each local counsel for the Loan Parties in each relevant jurisdiction where a Loan Party is organized, in each case, dated the Third Amendment Effective Date, in each case, addressed to the Administrative Agent, the other Secured Parties, and their successors, assigns and participants permitted under the Credit Agreement; (g) a “Life of Loan” Federal Emergency Agency Standard Flood Hazard Determination with respect to the Mortgaged Property (together with notice about special flood hazard area status and flood disaster assistance, duly executed by the Borrower or the applicable Restricted Subsidiary, and evidence of flood insurance, in the event any such Mortgaged Property or portion thereof is located in a special flood hazard area); (h) insurance certificates in form and substance reasonably satisfactory to the Successor Administrative Agent demonstrating that the insurance policies required by Section 6.07 of the Credit Agreement are in full force and addressing such matters relating to this Amendment as effect and have all endorsements required by Section 6.07 of the Successor Administrative Agent may reasonably request;Credit Agreement; and (vii) a copy the results of recent UCC Lien searches with respect to each of the notice delivered Loan Parties to the extent reasonably required by a Responsible Officer the Administrative Agent, and such results shall reveal no Liens on any of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to assets of the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)Loan Parties except for Permitted Liens.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each on or before the Closing Date all of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), each in form and substance satisfactory to each of the Administrative Lenders and in such quantities as the Agent and the Successor Agentshall reasonably request: (i) this Amendmentthe following Credit Documents, each duly executed and delivered by the Borrower, parties thereto: (A) this Agreement; (B) a Revolving Credit Note for each Lender; (C) a Swingline Note for the Administrative Agent, each 2010 Extending Term Swingline Lender, each 2010 Extending Revolving Lender and ; and (D) the Required Lenders;Security Agreement. (ii) a Notice of Borrowing requesting the Consent, Agreement and Affirmation of Guaranty initial advance hereunder in an amount at least sufficient to pay in full the form attached hereto as Exhibit A (loans outstanding under the “Guarantor Consent”), duly executed by each of the GuarantorsExisting Credit Agreement; (iii) (x) the DBNY Resignation pre-closing UCC, lien search report and Assignment Agreementtax lien and judgment search reports with respect to each Borrower, in the form attached hereto as Exhibit Ball appropriate jurisdictions, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredin each case indicating no Liens other than Permitted Liens; (iv) certified copies an incumbency certificate of resolutions an appropriate officer of each Borrower certifying, as of the Board Closing Date, the names, titles and true signatures of Directors or Sole Memberthe officers certified to execute the Credit Documents, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith names, titles and true signatures of such officers of such Borrower authorized to which deliver Notices of Borrowing and Letter of Credit Requests on behalf of such Loan Party is a partyBorrower; (v) a favorable New Jersey and Delaware law opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory Borrowers addressed to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably requestLenders in the form furnished by the Agent; (vi) a copy secretary's certificate for each Borrower to which are attached certified copies of organizational documents of each Borrower, together with appropriate resolutions authorizing the transactions herein contemplated; (vii) a certificate from the chief financial officer of TRC dated the Closing Date to the effect that as of such date (i) no Default or Event of Default has occurred or is continuing, (ii) since the Balance Sheet Date, there has been no material adverse change in the business, financial condition or operations of any Borrower and (iii) each of the notice delivered representations and warranties of any Borrower contained in this Agreement are true in all material respects; (viii) good standing certificates issued by a Responsible Officer the appropriate official of the state in which each Borrower is incorporated or otherwise formed; and (ix) such other documents as the Lenders may reasonably require, including, without limitation, other agreements, instruments, or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇indentures to which any Obligor is a party, P.Cincluding, counsel to the Borrower)without limitation, to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)financing statements, proofs, opinions, guaranties and other written assurances.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Facilities Increase Date for such Facilities Increase each of the following, each dated as of the Effective such Facilities Increase Date (unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Successor Administrative Agent): (i) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Facilities Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facilities Increases, the maximum amount set forth in Section 2.1(b) (Facilities Increase) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative AgentAgent and such Affiliate, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required LendersApproved Fund or Eligible Assignee; (ii) the Consent, an amendment to this Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”including to Schedule I (Commitments)), duly effective as of the Facilities Increase Date and executed by each the Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the GuarantorsFacilities Increase (including interest rates, fees and maturity), as agreed by the Borrower and the Administrative Agent but, which, in any case, except for of interest, fees, and maturity, shall not be applied materially differently to the Facilities Increase and the existing Revolving Credit Facility; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the consummation of such Facilities Increase and the execution, delivery and performance of the corresponding amendments to this Amendment Agreement and the other Loan Documents delivered documents to be executed in connection herewith to which such Loan Party is a partytherewith; (viv) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to for the Loan Parties, addressed to the Agents and the Lenders and in form and substance and from counsel reasonably satisfactory to the Successor Administrative Agent and addressing Agent; and (v) such matters relating to this Amendment other document as the Successor Administrative Agent may reasonably request; (vi) request or as any Lender participating in such Facilities Increase may reasonably require as a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel condition to the Borrower), to each Local Agent its commitment in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)such Facilities Increase.

Certain Documents. The Administrative Agent and the Successor Administrative Agent Lender shall have received each on or before the Closing Date all of the following, dated all of which, except as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent)specifically described below, shall be in form and substance satisfactory to the Administrative Agent and the Successor AgentLender: (ia) This Loan Agreement together with all Exhibits and Schedules attached hereto; (b) A Notice of Borrowing pursuant to Section 2.01 hereof dated the Closing Date executed by the Borrower; (c) The Equipment Line of Credit/Term Loan Note; (d) The Agreement of Guaranty; (e) The opinion of counsel to the Borrower substantially in the form of Exhibit "E" attached hereto; (f) A certificate of the Secretary or Assistant Secretary of the Borrower, its Subsidiaries and its corporate Affiliates dated the Closing Date certifying (1) the names and true signatures of the incumbent officers of the Borrower, its Subsidiaries and its corporate Affiliates authorized to sign this Amendment, duly Loan Agreement and all other Loan Documents executed by the Borrower, the Administrative Agentits Subsidiaries and its corporate Affiliates in connection with this Loan Agreement, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii2) the Consent, Agreement and Affirmation By-Laws of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent its Subsidiaries and the Successor Agent, dated its corporate Affiliates as of in effect on the date hereof and of such certification, (y3) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board Borrower's, its Subsidiaries' and its corporate Affiliates' respective Boards of Directors or Sole Member, as applicable, of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment Loan Agreement and the all other Loan Documents delivered which were executed by the Borrower, its Subsidiaries and its corporate Affiliates in connection herewith and (4) that there have been no changes in the Certificate of Incorporation and By-Laws of the Borrower since the date of the most recent certification thereof by the Office of the appropriate Secretary of State delivered to which such Loan Party is a partythe Lender prior to the Closing Date; (vg) a favorable opinion The Certificate of ▇▇▇▇ ▇▇▇▇▇▇▇Incorporation of the Borrower, P.C.its Subsidiaries and/or its corporate Affiliates as amended, counsel modified or supplemented to the Loan PartiesClosing Date, in form shall be certified to be true, correct and substance reasonably satisfactory complete by the appropriate Secretaries of State as of dates acceptable to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably requestLender; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), each in form and substance reasonably satisfactory to the Administrative Agent and the Successor Agent: (i1) counterparts of this AmendmentAmendment that, duly executed by when taken together, bear the signatures of (A) Holdings, (B) UK Holdco, (C) each Borrower, (D) each other Guarantor, and (D) the Administrative Agent, each 2010 Extending 2017 Refinancing Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii2) the Consent, Agreement such customary certificates of resolutions or other action of each US Loan Party and Affirmation incumbency certificates of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by Responsible Officers of each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment AgreementUS Loan Party, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Membereach case, as applicablethe Administrative Agent may reasonably require evidencing the identity, authority and capacity of each such Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment unless existing resolutions and/or existing incumbency certificates for such Loan Party approving passed in connection with the execution, delivery and performance of Loan Documents are sufficiently broad to authorize the entry into this First Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party. (3) such other documents as the Lenders or the Administrative Agent may reasonably request to evidence that each US Loan Party is duly organized or formed in its jurisdiction of organization, and that Holdings, UK Holdco, each Borrower and each other Guarantor is validly existing, in good standing in its jurisdiction of organization (to the extent such concept is applicable in the relevant jurisdiction), except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v4) a favorable an opinion of L▇▇▇▇▇ & W▇▇▇▇▇▇▇▇ LLP, P.C., counsel to the Loan Parties, customary in form and substance and reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably requestAgent; (vi5) a copy Borrowing Request requesting the New Term Loans delivered to the Administrative Agent; (6) a certificate of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel UK Holdco to the Borrower), to effect that each Local Agent of the conditions set forth in respect Sections 2.26 and 5.2 of each outstanding Local the Credit Facility pursuant to the requirements of Section 5.4(c)Agreement have been satisfied; and

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this AmendmentAgreement, duly executed and delivered by the BorrowerBorrower and, for the Administrative Agentaccount of each Lender requesting the same, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and a Note or Notes of the Required LendersBorrower conforming to the requirements set forth herein; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Guaranty, duly executed by each of the GuarantorsGuarantor; (iii) (x) the DBNY Resignation Pledge and Assignment Security Agreement, in the form attached hereto as Exhibit B, duly executed by the BorrowerBorrower and each Guarantor, together with each of the following: (A) evidence satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered at the Closing, the Guarantors, Administrative Agent (for the Existing Agent and the Successor Agent, dated as benefit of the date hereof Secured Parties) shall have a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement) and (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the “Effective Date” under, Collateral except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder; (B) share certificates representing all of the certificated Pledged Stock being pledged pursuant to such Pledge and as defined in, Security Agreement and stock powers for such share certificates executed in blank; (C) all instruments representing Pledged Notes being pledged pursuant to such Pledge and Security Agreement duly endorsed in favor of the DBNY Resignation Administrative Agent or in blank; (D) Deposit Account Control Agreements from all Deposit Account Banks; and (E) Control Account Agreements from (1) all securities intermediaries with respect to all securities accounts and Assignment Agreement shall have occurredsecurities entitlements of the Borrower and such each Guarantor and (2) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Guarantor; (iv) certified copies of resolutions Mortgages for all of the Board Real Properties of Directors the Loan Parties (except as may be agreed to by the Administrative Agent), together with (A) title insurance policies (or Sole Membermarked-up unconditional binders for such insurance or other evidence acceptable to the Administrative Agent proving ownership thereof), satisfactory in form and substance to the Administrative Agent, in its sole discretion, (B) evidence that the recording of counterparts of such Mortgages in the recording offices specified in such Mortgages will create a valid and enforceable first priority lien on property described therein in favor of the Administrative Agent for the benefit of the Secured Parties (or in favor of such other trustee as applicable, may be required or desired under local law) and (C) an opinion of counsel in each Loan Party approving state in which any such Mortgage is to be recorded in form and substance and from counsel satisfactory to the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a partyAdministrative Agent; (v) a favorable opinion of ▇▇▇▇ (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, P.C.LLP, counsel to the Loan Parties, in substantially the form and substance reasonably satisfactory of Exhibit G (Form of Opinion of Counsel for the Loan Parties), (B) counsels to the Successor Loan Parties set forth on Schedule 3.1(a)(v), in each case addressed to the Administrative Agent and the Lenders and addressing such other matters relating to this Amendment as any Lender through the Successor Administrative Agent may reasonably requestrequest and (C) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date; (vi) a copy of the notice articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by the Secretary of State of the state of organization of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party; (vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vi) above; (viii) a certificate of a Responsible Officer of the Borrower, stating that each Loan Party is Solvent, in each case, after giving effect to the initial Loans and Letters of Credit, the application of the proceeds thereof in accordance with Section 7.9 (Application of Proceeds), the consummation of the other transactions contemplated in the Plan of Reorganization and the payment of all estimated legal, accounting and other fees related hereto and thereto; (ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in Section 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit) has been satisfied and (B) no litigation not listed on Schedule 4.7 (Litigation) shall have been commenced against any Loan Party or any of its Subsidiaries that, if adversely determined, would have a Material Adverse Effect; (x) evidence that the insurance policies required by Section 7.5 (Maintenance of Insurance) and any Collateral Document are in full force and effect, together with endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee under material insurance policies to be maintained with respect to the properties of Holdings, the Parent, the Borrower and its Subsidiaries; (xi) a copy of the Disclosure Statement, certified by a Responsible Officer of the Borrower that (A) such copy is a true, correct and complete copy, (B) such Disclosure Statement has been duly authorized by the Board of Directors of the Borrower's predecessor in bankruptcy and duly executed by the Borrower's predecessor in bankruptcy and filed with the Bankruptcy Court and (C) such Disclosure Statement shall not have been rescinded or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇amended from the form so certified; (xii) a certificate of a Responsible Officer of the Borrower certifying (A) that attached thereto is a true, P.C, counsel correct and complete copy of the Confirmation Order (including the Plan of Reorganization attached to the Borrower), to each Local Agent Confirmation Order) and (B) that no appeal or motion for rehearing has been filed and is currently pending in respect connection with such Confirmation Order; (xiii) a copy of each outstanding Local Credit Facility Related Document and each Disclosure Document not previously delivered pursuant to this Section 3.1, certified as being complete and correct by a Responsible Officer of the requirements Borrower; (xiv) the Financial Statements referred to in Section 4.4(a) and a business plan of the Borrower, approved by the Borrower's Board of Directors, which shall include the Projections referred to in Section 5.4(c4.4(c); and (xv) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Facility Increase Date each of the following, each dated as of the Effective Facility Increase Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent: (i) written commitments duly executed by applicable existing Lenders or Eligible Assignees, as applicable, in an aggregate amount equal to the amount of the proposed Facility Increase and, in the case of each such Eligible Assignee, an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, duly executed by the Borrower and such Eligible Assignee; (ii) an amendment to this Agreement, effective as of the Facility Increase Date and executed by the Borrower, the Administrative Agent and the applicable existing Lenders or Eligible Assignees, as applicable, to the extent necessary to implement terms and conditions of the Facility Increase, as agreed by the Borrower and the Administrative Agent pursuant to Section 2.17 (Facility Increase); (iii) for the account of each Lender or Eligible Assignee participating in the Facility Increase having requested the same by notice to the Administrative Agent and the Borrower received by each at least three Business Days prior to the Facility Increase Date (or such later date as may be agreed by the Borrower), Notes conforming to the requirements set forth in the Section 2.6(d) (Evidence of Debt); (iv) a certificate of the secretary, assistant secretary or other officer of the Borrower in charge of maintaining books and records of the Borrower certifying as to the resolutions of the Borrower’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each document executed as part of the Facility Increase to which the Borrower is a party; (v) duly executed favorable opinions of counsel to the Loan Parties, each addressed to the Administrative Agent, the Issuers and the Lenders and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request;; and (vi) such other documents as the Administrative Agent may reasonably request in a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)timely manner.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on the or prior to the Effective Date each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this AmendmentAgreement, duly executed and delivered by the BorrowerBorrower and, for the Administrative Agentaccount of each Lender requesting the same, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and a Note or Notes of the Required LendersBorrower conforming to the requirements set forth herein; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Lender Consents, duly executed and delivered by each of the GuarantorsLender; (iii) a reaffirmation (xor at the request of the Administrative Agent, an amendment and restatement) the DBNY Resignation of Guarantees, Pledge and Assignment AgreementSecurity Agreements, in the form attached hereto as Exhibit BIntercompany Guarantees and Intercompany Collateral Documents, duly executed and delivered by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredeach respective Loan Party; (iv) certified copies of resolutions a duly executed amendment of the Board of Directors or Sole MemberReceivables Purchase Agreement, as applicable, of each Loan Party approving in form and substance reasonably satisfactory to the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a partyAdministrative Agent; (v) a favorable opinion of (A) ▇▇▇▇▇ ▇▇▇▇▇▇▇Day, P.C., U.S. counsel to the Loan Parties, in substantially the form and substance reasonably satisfactory of Exhibit G (Form of Opinion of U.S Counsel for the Loan Parties), addressed to the Successor Administrative Agent and the Lenders and addressing such other matters relating to this Amendment as any Lender through the Successor Administrative Agent may reasonably requestrequest and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Effective Date; (vi) a certificate dated as of a recent date from the Secretary of State of the jurisdiction of organization of each Domestic Loan Party attesting to the good standing of each such Domestic Loan Party; (vii) a certificate of the Secretary or an Assistant Secretary of each Domestic Loan Party certifying (A) a copy of the notice articles or certificate of incorporation (or equivalent Constituent Document) of each Domestic Loan Party as in effect on the date of such certification, and, if applicable, certified as of a recent date by the Secretary of State (or local equivalent, if applicable) of its jurisdiction of organization, (B) the by-laws (or equivalent Constituent Document) of such Domestic Loan Party as in effect on the date of such certification and (C) the resolutions of such Domestic Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which such Domestic Loan Party is a party; (viii) a certificate of the Secretary or an Assistant Secretary of each Domestic Loan Party certifying the names and true signatures of each officer or other authorized signatory of such Domestic Loan Party who has been authorized to execute and deliver this Agreement and any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Domestic Loan Party; (ix) a certificate of the Secretary or an Assistant Secretary or other officer or director of each Material Loan Party (other than the Domestic Loan Parties) certifying (A) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of such Material Loan Party as in effect on the date of such certification, (B) the by-laws (or equivalent Constituent Document) of such Material Loan Party as in effect on the date of such certification and (C) that the resolutions of such Material Loan Party’s Board of Directors (or equivalent governing body) delivered pursuant to the Existing Credit Agreement on the Closing Date approving and authorizing the execution, delivery and performance of the Existing Credit Agreement or the other Loan Documents to which it is a party remain in full force and effect and have not been amended, supplemented or modified in any way (other than as may be attached to such certificate of the Secretary or Assistant Secretary) and authorize the execution of this Agreement and the Loan Documents executed in accordance herewith; (x) with respect to each Material Loan Party (other than the Domestic Loan Parties), either (A) a certificate of the General Counsel and Secretary of the Borrower certifying that each signatory of such Material Loan Party who has been authorized to execute and deliver the Existing Credit Agreement or, as the case may be, a Guaranty or Intercompany Guaranty is authorized to execute this Agreement and each other Loan Document executed in connection herewith (other than as may be specified in such certificate by the Secretary or an Assistant Secretary); or (B) a certificate of the Secretary or an Assistant Secretary or other officer or director of such Material Loan Party certifying the names and true signatures of each officer or other authorized signatory of such Material Loan Party who has been authorized to execute and deliver this Agreement and any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Material Loan Party; (xi) a certificate of a Responsible Officer of Holdings certifying that Holdings, together with its Subsidiaries, taken as a whole, are Solvent after giving effect to the Loans made, and Letters of Credit Issued, on the Effective Date, the Intercompany Loans, the application of the proceeds thereof in accordance with Section 7.9 (Application of Proceeds) and the payment of all estimated legal, accounting and other fees related hereto and thereto; (xii) a certificate of: (A) a Responsible Officer of the Borrower certifying that (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to x) the Borrower), to each Local Agent condition set forth in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)3.2(b) (

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Closing Date each of the following, each (in the case of clauses (i) through (iii), and (v) through (ix)) dated as of the Effective Closing Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request;Agent: (vii) a copy This Agreement, the Term Notes and each of the notice delivered by a Responsible Officer other Loan Documents, and all other items set forth on the most recent version of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, Schedule of Closing Documents delivered to Borrower’s counsel prior to the Borrowerdate hereof (other than any Loan Documents indicated thereon as being deliverable on a post-closing basis), to each Local Agent including, without limitation, the Security Agreement, the Intellectual Property Security Agreements, the Intercompany Subordination and Payment Agreement, and the Control Agreements (in respect of each outstanding Local Credit Facility deposit account and securities account of the Obligors described in Schedule 3.1(a)(i) hereto, provided, however, that the Control Agreement in respect of deposit account number maintained with Bank of America, N.A. and indicated on such schedule may be delivered on a post-closing basis in accordance with Section 5.17(b)), in each case fully executed and delivered by all parties thereto; (ii) Duly executed, acknowledged, witnessed and delivered counterparts of mortgages, deeds of trust, leasehold mortgages, leasehold deeds of trust and other similar instruments or agreements (such mortgages, deeds of trust, leasehold mortgages, leasehold deeds of trust and other similar instruments or agreements, together with each other mortgage, deed of trust, leasehold mortgage, leasehold deed of trust or other similar instrument or agreement delivered pursuant to Section 5.11 or Section 5.16, in each case as amended, the requirements “Mortgages”) encumbering the Real Property listed on Schedule 3.1(a)(ii) hereto, which Mortgages shall be in form and substance sufficient in the applicable jurisdiction to create a valid and subsisting first priority Lien on the property described therein in favor of Section 5.4(c)the Collateral Agent (subject to Permitted Real Estate Encumbrances) and otherwise shall be in form and substance satisfactory to the Administrative Agent, together with:

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Facilities Increase Date for such Facilities Increase each of the following, each dated as of the Effective such Facilities Increase Date (unless otherwise indicated or agreed to by the Administrative Agent Agents and the Successor Administrative Agent), each in form and substance satisfactory to the Administrative Agent and the Successor AgentAgents: (i) this Amendmentwritten commitments duly executed by the applicable Incremental Lenders in an aggregate amount equal to the amount of the proposed Facilities Increase (as agreed between the Borrower and the Agents but in any case not to exceed, in the aggregate for all such Facilities Increases, the maximum amount set forth in Section 2.01(b) (Term Loan; Facilities Increase)) and, in the case of each Incremental Lender that is not an existing Lender at the time of the applicable Facilities Increase, an assumption agreement in form and substance reasonably satisfactory to the Agents and the Borrower and duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Agents and such Incremental Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consentan amendment to this Agreement, Agreement and Affirmation of Guaranty in the form attached hereto effective as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation Facilities Increase Date and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent Agents and the Successor Agentapplicable Incremental Lenders, dated as to the extent necessary to implement the terms and conditions of the date hereof Facilities Increase (including interest rates, fees and (y) scheduled repayment dates and maturity), as agreed by the “Effective Date” underBorrower and the Agents but, which, in any case, except for of interest, fees, scheduled repayment dates and as defined inmaturity, shall not be applied materially differently to the DBNY Resignation Facilities Increase and Assignment Agreement shall have occurredthe applicable existing Facility; (iviii) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the consummation of such Facilities Increase and the execution, delivery and performance of the corresponding amendments to this Amendment Agreement and the other Loan Documents delivered to be executed in connection herewith to which such Loan Party is a partytherewith; (viv) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to for the Loan Parties, addressed to the Agents and the Lenders and in form and substance and from counsel reasonably satisfactory to the Successor Administrative Agent and addressing Agents; and (v) such matters relating to this Amendment other document as the Successor Administrative Agent Agents may reasonably request; (vi) request or as any Incremental Lender participating in such Facilities Increase may reasonably require as a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel condition to the Borrower), to each Local Agent its commitment in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)such Facilities Increase.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each on or before the Fourth Amendment Effective Date all of the following, dated all of which, except as otherwise specifically described below, shall be in form and substance satisfactory to the Requisite Senior Lenders and in sufficient copies for each of the Effective Date Senior Lenders: (unless otherwise agreed to i) This Amendment, executed by the Administrative Company, JCC and each Borrowing Subsidiary, each Senior Lender, the Agent and the Successor Administrative Collateral Agent, together with all exhibits and schedules thereto; (ii) A substitute Note payable to each Senior Lender in a principal amount equal to such Senior Lender's Pro Rata Share of $118,000,000; (iii) The Carpet Sale Amendatory Agreement; (iv) The Carpet Pledge Agreement; (v) The Carpet Security Agreement; (vi) The Amended and Restated Contribution Agreement; (vii) Release of Liens on the trademarks of JCC created pursuant to the Trademark Security Agreement executed by JCC; (viii) Release of Liens on the stock of JPS-U.K. created pursuant to the Deed of Charge executed by JCC; (ix) Releases of the Real Property Collateral Documents, as may be required as a result of the transactions contemplated by this Amendment, for each parcel of real property owned by JCC and set forth on Schedule 1 hereto; (x) Executed copies of each UCC-3 termination statement signed by the Agent and the Collateral Agent, as appropriate to be filed in each jurisdiction set forth on Schedule 2 hereto; (xi) Executed copies of each UCC-1 Financing Statement signed by JCC, the Agent and the Collateral Agent, as appropriate to be filed in each jurisdiction set forth on Schedule 3 hereto; (xii) The Holdco Note to be pledged under the Carpet Pledge Agreement (duly endorsed in favor of the Agent); (xiii) Stock certificates representing the Holdco Preferred Stock and the Holdco Warrants to be pledged under the Carpet Pledge Agreement (with stock powers and warrant transfer documents duly executed in blank); (xiv) A favorable opinion of Weil, Gotshal & Mang▇▇, ▇▇unsel to the Loan Parties, International Fabrics, JPS Auto and JCC, in form and substance satisfactory to the Administrative Requisite Senior Lenders, and a letter entitling the Agent, the Collateral Agent and the Successor Agent:Senior Lenders to rely on any opinion or opinions delivered by Weil, Gotshal & Mang▇▇ ▇▇ connection with the Carpet Transaction Documents; (ixv) A copy of each of the Carpet Transaction Documents, certified as of the Fourth Amendment Effective Date by the Secretary or an Assistant Secretary of the Company (A) to be a true, correct and complete copy of each such document and (B) not to have been amended or rescinded; (xvi) A certificate of the Secretary or Assistant Secretary of the Company dated the Fourth Amendment Effective Date certifying (A) the names and true signatures of the incumbent officers of the Company authorized to sign this Amendment and all other Transaction Documents executed by the Company in connection with this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (iiB) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each By-Laws of the Guarantors; Company as in effect on the date of such certification, (iii) (xC) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Company's Board of Directors or Sole Member, as applicable, of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Transaction Documents delivered executed in connection herewith with this Amendment to which such Loan Party it is a party and (D) that there have been no changes in the Certificate of Incorporation of the Company since the date of the most recent certification thereof by the Secretary of State of Delaware delivered to the Agent; (xvii) A certificate of the Secretary or Assistant Secretary of JCC dated the Fourth Amendment Effective Date certifying (A) the names and true signatures of the incumbent officers of JCC authorized to sign this Amendment and the other Transaction Documents executed in connection with this Amendment to which it is a party, (B) the By-laws of JCC as in effect on the date of such certification, (C) the resolutions of JCC's Board of Directors approving and authorizing the execution, delivery and performance of this Amendment and the other Transaction Documents executed in connection with this Amendment to which it is a party and (D) that there have been no changes in the Certificate of Incorporation of JCC since the date of the most recent certification thereof by the Secretary of State of Delaware delivered to the Agent; (vxviii) A certificate of the Secretary or Assistant Secretary of each Borrowing Subsidiary, JPS Auto and International Fabrics dated the Fourth Amendment Effective Date certifying (A) the names and true signatures of the incumbent officers of such Borrowing Subsidiary, JPS Auto and International Fabrics authorized to sign this Amendment and the other Transaction Documents executed in connection with this Amendment to which it is a favorable opinion party, (B) the By-laws of ▇▇▇▇ ▇▇▇▇▇▇▇such Borrowing Subsidiary, P.C.JPS Auto and International Fabrics as in effect on the date of such certification, counsel (C) the resolutions of such Borrowing Subsidiary's, JPS Auto's and International Fabrics' Board of Directors approving and authorizing the execution, delivery and performance of this Amendment and the other Transaction Documents executed in connection with this Amendment to which it is a party and (D) that there have been no changes in the Certificate of Incorporation of such Borrowing Subsidiary, JPS Auto and International Fabrics since the date of the most recent certification thereof by the Secretary of State of Delaware delivered to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably requestAgent; (vixix) a copy Good Standing Certificates certified by the Secretary of the notice delivered by a Responsible Officer State of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel Delaware relating to the Borrower)Company, to JCC, International Fabrics, JPS Auto and each Local Borrowing Subsidiary; and (xx) Such additional documentation as the Agent, the Collateral Agent in respect of each outstanding Local Credit Facility pursuant to or the requirements of Section 5.4(c)Requisite Senior Lenders may reasonably require.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, each dated as of the Amendment No. 1 Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentin sufficient copies for each Lender: (i) this Amendment, duly executed by the U.S. Borrower, each other Loan Party and the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Acknowledgment and Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the each a “Guarantor Lender Consent”), duly executed by each of the GuarantorsRequired Lenders; (iii) (x) a favorable opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, U.S. counsel to the DBNY Resignation and Assignment AgreementLoan Parties, in addressed to the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Administrative Agent and the Successor AgentLenders as to the enforceability of this Amendment and the enforceability of the Credit Agreement, dated the Guarantees, the Security Documents and the other Credit Documents after giving effect to this Amendment, and addressing such other matters as the Administrative Agent and any Lender through the Administrative Agent may reasonably request including, without limitation, no conflicts with the organizational documents of each Loan Party, Requirements of Law or material agreements, provided, however that, to the extent the opinion delivered by ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP pursuant to this Section 2(a)(iii) shall cover only those Loan Parties that were Loan Parties as of the date hereof and (y) the “Effective Closing Date” under, and as defined in, the DBNY Resignation U.S. Borrower and Assignment Agreement shall have occurredeach Loan Party hereby covenant to caused to be delivered, no later than March 15, 2004, a supplemental opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP meeting all of the requirements hereof with respect to each Loan Party that became a Loan Party thereafter; (iv) a certificate of the Secretary or an Assistant Secretary of the U.S. Borrower certifying the names and true signatures of each officer of the U.S. Borrower who has been authorized to execute and deliver this Amendment and any Credit Document or other document required hereunder to be executed and delivered by or on behalf of the U.S. Borrower; (A) a copy of the certificate of incorporation of the U.S. Borrower, certified copies as of a recent date by the Secretary of State of Delaware, together with a certificate of such official attesting to the good standing of the U.S. Borrower and (B) a certificate of the Secretary or an Assistant Secretary of the U.S. Borrower certifying (1) the by-laws (or equivalent organizational documents) of the U.S. Borrower as in effect on the date of such certification, (2) the resolutions of the U.S. Borrower’s Board of Directors (or Sole Member, as applicable, of each Loan Party equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Credit Documents delivered executed in connection herewith therewith to which such Loan Party the U.S. Borrower is a party; party and (vD) a favorable opinion that there have been no changes in the certificate of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel incorporation (or equivalent organizational documents) of the U.S. Borrower from the certificate of incorporation (or equivalent organizational documents) delivered pursuant to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably requestClause (A) above; (vi) a copy certificate of the notice delivered by a Responsible Officer of the U.S. Borrower certifying (A) that each Loan Party (other than the U.S. Borrower) who has been authorized to execute and deliver this Amendment or by an any other Credit Document is authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇to execute this Amendment and each other Credit Document executed in connection herewith, P.C(B) that, counsel other than as described in such certificate, there have been no changes to the Borrower)certificate of incorporation or by-laws (or, to in each Local Agent case, equivalent organizational documents) from the certificate of incorporation or by-laws (or, in respect of each outstanding Local Credit Facility case, equivalent organizational documents) delivered pursuant to the requirements Credit Agreement on the Effective Date for each Loan Party (other than the U.S. Borrower) and (C) that the resolutions of Section 5.4(ceach such Loan Party’s Board of Directors (or equivalent governing body) delivered pursuant to the Credit Agreement on the Effective Date approving and authorizing the execution, delivery and performance of the Credit Agreement or the other Credit Documents to which it is a party remain in full force and effect and have not been amended, supplemented or modified in any way and authorize the execution of this Amendment and the Credit Documents executed in accordance herewith; (vii) a certificate of a Responsible Officer of the U.S. Borrower to the effect that each of the conditions set forth in clauses (c), (d) and (e) below has been satisfied; and (viii) such additional documentation as the Lenders party to the Lenders’ Consent or the Administrative Agent may reasonably require;

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, each dated as of the Effective Closing Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor AgentRequired Lenders: (i) this AmendmentAgreement duly executed by Holdings and the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.12(e); (ii) the Guaranty and Security Agreement, duly executed by each Guarantor, together with (A) copies of UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings other than Permitted Liens and other documents with respect to the priority of the security interest of the Administrative Agent in the Collateral, in each case as may be reasonably requested by the Administrative Agent, (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank and (C) all Control Agreements that, in the reasonable judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Closing Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution; provided that the condition in this clause (b)(ii)(C) shall be deemed satisfied if the Administrative Agent and the Borrower enter into a letter agreement setting forth conditions and terms for such Control Agreement to be executed after the Closing Date on terms satisfactory to the Administrative Agent; (iii) Mortgages for each real property of the Loan Parties identified on Schedule 4.19 (except as may be reasonably agreed to by the Administrative Agent), together with all Mortgage Supporting Documents relating thereto; provided that the condition in this clause (c)(iii) shall be deemed satisfied if the Administrative Agent and the Borrower enter into the letter agreement referred to in Section 4.19; (iv) the Subordination Agreement duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender Agent and the Required LendersSubordinated Notes Agent; (iiv) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by favorable opinions of counsel to the Loan Parties in New York, California, Illinois and Minnesota, each addressed to the Administrative Agent and the Lenders and addressing such matters as the Administrative Agent may reasonably request; provided, however that subject to the consent of the GuarantorsAdministrative Agent, opinions with respected to Minnesota law may be given by New York counsel on a limited and qualified basis so long as the Borrower agrees to deliver Minnesota counsel opinion within 5 Business Days of the Closing Date; (iiivi) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as a copy of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (vii) a certificate of the secretary or other officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (vi) above, that there have been no changes from such Constituent Document so delivered) and (C) the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of this Amendment and the other each Loan Documents delivered in connection herewith Document to which such Loan Party is a party; (vviii) a favorable opinion certificate of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower)effect that (A) each condition set forth in Sections 3.1(d) and (f) has been satisfied, (B) both the Loan Parties taken as a whole and the Borrower are Solvent after giving effect to each Local Agent in respect the Loans, the consummation of the Related Transactions and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto and (C) attached thereto are complete and correct copies of each outstanding Local Credit Facility pursuant Related Document; (ix) insurance certificates in form and substance satisfactory to the requirements of Administrative Agent demonstrating that the insurance policies required by Section 5.4(c)7.5 are in full force and effect and have all endorsements required by such Section 7.5; and (x) such other documents and information as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agenteach Lender: (i) this Amendment, Agreement duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender Guarantors and the Required LendersBorrowers; (ii) the Consent, Agreement Guaranty and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Security Agreement, duly executed by each Guarantor and each Borrower, together with (A) copies of UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the Guarantorstermination of such prior filings and other documents with respect to the priority of the security interest of the Administrative Agent in the Collateral, in each case as may be reasonably requested by the Administrative Agent, (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank and (C) all Control Agreements that, in the reasonable judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Closing Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution; (iii) the Warrant, duly executed by Parent; (xiv) the DBNY Resignation and Assignment Registration Rights Agreement, in duly executed by Parent; (v) the form attached hereto as Exhibit BFee Letter, duly executed by the BorrowerBorrowers; (vi) copies of the 2005-1 Securitization Documents and the 2007-1 Securitization Documents; (vii) copies of each document executed in connection with the 2005-1 and 2007-1 Dispositions, including all documentation described in Sections 9.02(b) and (c) of the Guarantors2005-1 Pooling and Servicing Agreement and the 2007-1 Pooling and Servicing Agreement; (viii) the Mortgage Sale, Contribution and Servicing Agreement, duly executed by Mortgage SPV and Servicer, and copies of each other document executed in connection with the Existing Mortgage Disposition; (ix) a solvency certificate of a Responsible Officer of CPA and CPM; (x) duly executed favorable opinion of ▇▇▇▇▇ Lord ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, in New York, Texas, Nevada and Florida, addressed to the Administrative Agent and the Successor Agent, dated Lenders and addressing such matters as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredAdministrative Agent may reasonably request; (ivxi) certified copies a copy of resolutions of the Board of Directors or Sole Member, as applicable, each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (xii) a certificate of the secretary or other officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to Section 3.1(a)(xi) above, that there have been no changes from such Constituent Document so delivered) and (C) the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of this Amendment and the other each Loan Documents delivered in connection herewith Document to which such Loan Party is a party; (vxiii) a favorable opinion certificate of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel a Responsible Officer of each Borrower to the Loan Parties, effect that each condition set forth in Section 3.3(b) has been satisfied; (xiv) insurance certificates in form and substance reasonably satisfactory to the Successor Administrative Agent demonstrating that the insurance policies required by Section 7.5 are in full force and addressing effect and have all endorsements required by such matters relating to this Amendment Section 7.5; and (xv) such other documents and information as any Lender through the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c).

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on the Effective Date each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentin sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by the BorrowerBorrower and Holdings and, for the Administrative Agentaccount of each Lender requesting the same, each 2010 Extending Term Lender, each 2010 Extending a Revolving Lender and Credit Note or Revolving Credit Notes of the Required LendersBorrower conforming to the requirements set forth herein; (ii) an acknowledgement from each Guarantor that the Consent, Pledge and Security Agreement and Affirmation of the Guaranty shall remain valid and in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantorsfull force and effect; (iii) (x) evidence to the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as satisfaction of the date hereof Lenders that all Liens granted to the Administrative Agent with respect to the Collateral shall remain valid and (y) the “Effective Date” undereffective and continue to be perfected and of first priority, and except as defined in, the DBNY Resignation and Assignment Agreement shall have occurred;otherwise permitted under this Agreement. (iv) certified copies of resolutions the First Borrower Intercompany Note and the Second Borrower Intercompany Note each duly endorsed in favor of the Board of Directors Administrative Agent or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a partyblank; (v) a favorable opinion of ▇▇▇▇ (A) ▇▇▇▇▇▇ & ▇▇, P.C., ▇▇▇ LLP counsel to the Loan Parties, in substantially the form and substance reasonably satisfactory of Exhibit G (Opinion of Counsel for the Loan Parties), addressed to the Successor Administrative Agent and the Lenders and addressing such other matters relating to this Amendment as any Lender through the Successor Administrative Agent may reasonably requestrequest and (B) counsel to the Administrative Agent as to the enforceability of the Credit Agreement and the other Loan Documents to be executed on the Effective Date; (vi) a copy of the notice delivered each Related Document certified as being complete and correct by a Responsible Officer of the Borrower Borrower; (vii) a copy of the Tax Sharing Agreement each certified as being complete and correct by a Responsible Officer of the Borrower; SECOND AMENDED AND RESTATED CREDIT AGREEMENT AVIALL SERVICES, INC. (viii) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇the Secretary of State of the state of organization of such Loan Party, P.C, counsel together with certificates of such official attesting to the Borrower), to each Local Agent in respect good standing of each outstanding Local Credit Facility such Loan Party; (ix) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (viii); (x) a certificate of a Responsible Officer of Holdings to the requirements effect that (A) the condition set forth in Section 3.2(b) (Conditions Precedent to Each Loan and Letter of Section 5.4(c)Credit) has been satisfied and (B) no litigation not listed on Schedule 4.7 (Litigation) shall have been commenced against any Loan Party or any of its Subsidiaries that, if adversely determined, would have a Material Adverse Effect; and (xi) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, each dated as of the Amendment No. 2 Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentin sufficient copies for each Lender: (i) this Amendment, duly executed by the Borrower, Borrower and the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the ConsentConsent and Agreement, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Subsidiary Consent”), duly executed by each of the Subsidiary Guarantors; (iii) the Acknowledgment and Consent, in the form attached hereto as Exhibit B (xeach, a “Lender Consent No. 2”), executed by the Lenders which, when combined, constitute the Requisite Lenders; (iv) the DBNY Resignation and Assignment Joinder Agreement, in the form attached hereto as Exhibit BC, duly executed by each of the Additional Term B2 Loan Lenders that is not a Lender prior to the Amendment No. 2 Effective Date; (v) a favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, U.S. counsel to the Loan Parties, addressed to the Administrative Agent and the Lenders as to the enforceability of this Amendment and the enforceability of the Credit Agreement, the Guaranty and the other Loan Documents after giving effect to this Amendment, and addressing such other matters as the Administrative Agent and any Lender through the Administrative Agent may reasonably request including, without limitation, no conflicts with Constituent Documents, Requirements of Law or material agreements; (vi) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of each officer of the Borrower who has been authorized to execute and deliver this Amendment and any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower; AMENDMENT NO. 2 TO CREDIT AGREEMENT (vii) (A) a copy of the certificate of incorporation of the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated certified as of a recent date by the Secretary of State of Delaware, together with a certificate of such official attesting to the good standing of the Borrower, (B) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (1) the by-laws (or equivalent Constituent Document) of Borrower as in effect on the date hereof and of such certification, (y2) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Borrower’s Board of Directors (or Sole Member, as applicable, of each Loan Party equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents delivered executed in connection herewith therewith to which the Borrower is a party and (C) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (A) above; (viii) a certificate of the Secretary or an Assistant Secretary of each Loan Party (other than the Borrower) certifying (A) that each officer of such Loan Party (other than the Borrower) who has been authorized to execute and deliver the Guaranty is authorized to execute the Subsidiary Consent to this Amendment and each other Loan Document executed in connection herewith, (B) that there have been no changes (other than as may be attached to such certificate of the Secretary or Assistant Secretary) to the certificate of incorporation or by-laws (or, in each case, equivalent Constituent Document) from the certificate of incorporation or by-laws (or, in each case, equivalent Constituent Document) delivered pursuant to the Credit Agreement on the Closing Date and (C) that the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) delivered pursuant to the Credit Agreement on the Closing Date approving and authorizing the execution, delivery and performance of the Credit Agreement or the other Loan Documents to which it is a partyparty remain in full force and effect and have not been amended, supplemented or modified in any way and authorize the execution of this Amendment and the Loan Documents executed in accordance herewith; (vix) a favorable opinion certificate of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel a Responsible Officer to the Loan Partieseffect that each of the conditions set forth in clauses (d), in form (e) and substance reasonably satisfactory to the Successor Administrative Agent and addressing (f) below has been satisfied; and (x) such matters relating to this Amendment additional documentation as the Successor Lenders that have executed and delivered a Lender Consent No. 2 or the Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)require.

Certain Documents. The Administrative Agent Agent, the Lenders, each Participant (except as to clauses (iv), (x)(G) through (L), (xiii) and (xiv), for opinions of counsel to and documents relating to the other Participants) and the Successor Administrative Agent Board shall have received on the Closing Date each of the following, each dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent)Closing Date, in form and substance satisfactory to the Administrative Agent Agent, the Board, the Lenders and the Successor Agent:each Participant (except as otherwise provided below in this Section 3.1(a)): (i) this AmendmentAgreement, duly executed and delivered by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lendersparties hereto; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), Notes duly executed by each of the Guarantors;Borrower and conforming to the requirements set forth in Section 2.4(d) hereof; ***Confidential Treatment Requested (iii) (x) the DBNY Resignation and Assignment Security Agreement, in the form attached hereto as Exhibit B, duly executed and delivered by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredparties thereto; (iv) certified copies of resolutions of the Board of Directors or Sole MemberGuarantee, as applicable, of each Loan Party approving duly executed and delivered by the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a partyparties thereto; (v) the Parent Guarantee, duly executed and delivered by the parties thereto; (vi) the Subsidiary Guarantee, duly executed and delivered by the parties thereto; (vii) each Participation Agreement, duly executed and delivered by the parties thereto; (viii) the Warrants (which need to be in form and substance satisfactory only to the holders thereof), duly executed and delivered by the Parent; (ix) a Collateral Value Certificate with respect to the Collateral, setting forth the Collateral Value as of the Closing Date, together with insurance certificates and insurance brokers' reports as are required under the Security Agreement; (x) the favorable opinion opinions of (A) Cravath, Swaine & M▇▇▇▇, special New York counsel to the Borrower and the Parent, (B) B▇▇▇▇ & D▇▇▇▇▇▇, special Indiana counsel to the Borrower and the Parent, (C) B▇▇▇▇ ▇▇▇▇, Vice President and General Counsel to the Borrower and the Parent, (D) J▇▇▇▇ ▇. ▇▇▇▇▇▇, P.C., counsel Legal Counsel to the Loan Parties, in form Board (which need be addressed and substance reasonably satisfactory delivered only to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; Tranche A Lenders), (viE) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at C▇▇▇▇ ▇▇, M▇▇▇▇▇-▇▇▇▇▇▇▇, P.CColt & Mosle LLP, special New York counsel to the BorrowerBoard (which need be addressed and delivered only to the Agent and the Tranche A Lenders), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c(F)

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, dated as of the Effective Date following (unless otherwise agreed to or waived by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and dated as of the Successor AgentFourth Amendment Effective Date: (i) this Amendment, duly executed by the BorrowerBorrowers, the Administrative Agent, each 2010 Extending Tranche B1 Term Lender, each 2010 Extending Revolving Loan Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty and Pledge and Security Agreement in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) written commitments in form and substance satisfactory to the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, Administrative Agent duly executed by the Borrower, applicable Tranche B1 Term Loan Lenders in an aggregate amount at least equal to the Guarantors, the Existing Agent and the Successor Agent, dated as amount of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredTranche B1 Term Loans; (iv) certified copies a copy of the (A) except for the Luxembourg Borrower, certificates of such official attesting to the good standing of each such Loan Party in such State and (B) with respect to the Luxembourg Borrower, (x) an excerpt delivered by the Luxembourg RCS on or prior to the Fourth Amendment Effective Date and (y) a certificate of absence of judicial decisions (certificat de non-inscription d’une décision judiciaire), delivered by the Luxembourg RCS, with respect to the situation of the Luxembourg Borrower on or prior to the Fourth Amendment Effective Date; (A) with respect to the US Borrower, a certificate of a Secretary or Assistant Secretary of the US Borrower or such other Person designated to act on behalf of the US Borrower; (B) with respect to the Luxembourg Borrower, a certificate of a Category A and/or Category B Manager (or such other Person designated to act on behalf of the Luxembourg Borrower) authorized for such purpose by the Luxembourg Borrower; and (C) with respect to any other Loan Party, a certificate of a Secretary, an Assistant Secretary or a Vice President of such Loan Party or such Person designated to act on behalf of such Loan Party, in each case, certifying (w) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver this Amendment and any Loan Document or any other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (x) that there have been no changes in the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification from the by-laws (or equivalent Constituent Document) of such Loan Party delivered in connection with Amendment No. 2 to the Credit Agreement other than those changes attached to the certificate, (y) the resolutions of the such Loan Party’s Board of Directors or the Board of Managers or Sole Member, as applicable, of each Loan Party Member (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party, including the incurrence of the Tranche B1 Term Loans and (z) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered in connection herewith with Amendment No. 2 to which such Loan Party is a partythe Credit Agreement other than those changes attached to the certificate; (vvi) a favorable opinion of (A) ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan PartiesParties and (B) counsel to the Luxembourg Borrower in Luxembourg, each in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vivii) a copy certificate of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇US Borrower, P.C, counsel in form and substance satisfactory to the Borrower)Administrative Agent, to stating that the US Borrower and each Local Agent in respect of each outstanding Local Credit Facility pursuant its Subsidiaries on a consolidated basis are Solvent after giving effect to the requirements Tranche B1 Term Loans, the application of Section 5.4(c)the proceeds thereof in accordance with this Amendment and the payment of all estimated Attorney Costs, and accounting and other fees related to this Amendment and the Acquisition and to the other Loan Documents and the transactions contemplated thereby; and (viii) such additional documentation as the Administrative Agent may reasonably require prior to the execution and delivery of this Amendment.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, dated as of the Effective Date following (unless otherwise agreed to or waived by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and dated as of the Successor AgentAmendment Number 1 Effective Date: (i) this Amendment, duly executed by the BorrowerBorrower Representative, the Administrative Agent, each 2010 Extending New Tranche B1 Term Lender, each 2010 Extending Revolving Loan Lender and the Required Lenderseach Tranche B2 Term Loan Lender; (ii) the Consent, Agreement and Affirmation of Guaranty and Pledge and Security Agreement in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) written commitments in form and substance satisfactory to the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, Administrative Agent duly executed by the Borrower, applicable New Tranche B1 Term Loan Lenders in an aggregate amount at least equal to the Guarantors, the Existing Agent and the Successor Agent, dated as amount of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredNew Tranche B1 Term Loans; (iv) certified copies written commitments in form and substance satisfactory to the Administrative Agent duly executed by the applicable Tranche B2 Term Loan Lenders in an aggregate amount at least equal to the amount of the Tranche B2 Term Loans; (v) a copy of the certificates of such official attesting to the good standing of each such Loan Party, except for the Luxembourg Borrower, in such State on or prior to the Amendment Number 1 Effective Date; (vi) (A) with respect to the US Borrower, a certificate of a Secretary or Assistant Secretary of the US Borrower or such other Person designated to act on behalf of the US Borrower; and (B) with respect to any other Loan Party (other than the Luxembourg Borrower), a certificate of a Secretary, an Assistant Secretary or a Vice President of such Loan Party or such Person designated to act on behalf of such Loan Party, in each case, certifying (w) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver this Amendment and any Loan Document or any other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (x) that there have been no changes in the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification from the by-laws (or equivalent Constituent Document) of such Loan Party delivered in connection with the Credit Agreement other than those changes attached to the certificate, (y) the resolutions of the such Loan Party’s Board of Directors or the Board of Managers or Sole Member, as applicable, of each Loan Party Member (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party, including the incurrence of the New Tranche B1 Term Loans and the Tranche B2 Term Loans and (z) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered in connection herewith with the Credit Agreement other than those changes attached to which such Loan Party is a partythe certificate; (vvii) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, Parties in form and substance reasonably satisfactory to the Successor Administrative Agent Agent, and addressing such matters relating related to this Amendment as the Successor Administrative Agent may reasonably request; (viviii) a copy certificate of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇US Borrower, P.C, counsel in form and substance satisfactory to the Borrower)Administrative Agent, to stating that the US Borrower and each Local Agent in respect of each outstanding Local Credit Facility pursuant its Subsidiaries on a consolidated basis are Solvent after giving effect to the requirements New Tranche B1 Term Loans and the Tranche B2 Term Loans, the application of Section 5.4(c)the proceeds thereof in accordance with this Amendment and the payment of all estimated Attorney Costs, and accounting and other fees related to this Amendment and the Acquisition and to the other Loan Documents and the transactions contemplated thereby; and (ix) such additional documentation as the Administrative Agent may reasonably require prior to the execution and delivery of this Amendment.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise agreed to by the Administrative Agent and (at the Successor Administrative Agentdirection of the Requisite Lenders), in form and substance satisfactory to the Administrative Agent (at the direction of the Requisite Lenders) and NY 72168370v12 each of their respective counsel, and in sufficient copies for each of the Successor AgentAdministrative Agent and each Lender: (i) this AmendmentAgreement, duly executed and delivered by each of the BorrowerLoan Parties and, for the Administrative Agentaccount of each Lender requesting the same, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and a Note or Notes of the Required LendersBorrower conforming to the requirements set forth herein; (ii) a copy of the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Plan Support Agreement, duly executed and delivered by each of the GuarantorsLoan Parties; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated copies of UCC search reports as of a recent date listing all effective financing statements and/or financing change statements that name any Loan Party or Subsidiary of a Loan Party as debtor, together with copies of such financing statements, and/or financing change statements none of which shall cover the date hereof Collateral (except for those which shall be terminated on the Closing Date and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredLiens permitted under Section 8.2); (ivA) certified copies of resolutions share certificates representing all certificated Stock being pledged pursuant to this Agreement and stock powers for such share certificates executed in blank, as the Administrative Agent (at the direction of the Board Requisite Lenders) may require; and (B) instruments representing such of Directors the Pledged Notes pledged pursuant to this Agreement as shall be requested by the Administrative Agent (at the direction of the Requisite Lenders), duly endorsed in favor of the Administrative Agent or Sole Memberin blank; provided, as applicablehowever that if the share certificates or instruments described in clauses (A) and (B) above have been delivered to the Prepetition Credit Agreement Agent, of each the Loan Party approving Parties shall be deemed to have satisfied the executioncondition set forth in this Section 3.1(b) ggg, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith subject to which such Loan Party is a party;Section 7.16(b ggg. (v) a favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, P.C.▇▇ LLP, counsel to the Loan Parties, in substantially the form and substance reasonably satisfactory of Exhibit G, addressed to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably requestLenders; (vi) a copy of the notice articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by the Secretary of State or other Governmental Authority of the state of organization of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party; (vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party’s board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and NY 72168370v12 the Orders and (D) the certificate of incorporation (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification; (viii) a certificate of a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrowereffect that the conditions set forth in Section 3.1 have been satisfied; (ix) evidence satisfactory to the Administrative Agent (at the direction of the Requisite Lenders) that the amount, types and terms and conditions of insurance policies and bonding maintained by the Loan Parties required by Section 7.5 are in full force and effect, together with endorsements naming (A) the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee, as applicable, under all liability policies maintained by each Loan Party and (B) the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee, as applicable, under all insurance policies maintained with respect to the properties of each Loan Party; (x) evidence satisfactory to the Administrative Agent (at the direction of the Requisite Lenders) (A) of the receipt of all necessary consents, authorizations and approvals of each Governmental Authority or third party necessary in connection with this Agreement and the transactions contemplated hereby (without the imposition of any conditions that are not reasonably acceptable to the Administrative Agent (at the direction of the Requisite Lenders)), and that the same continue to remain in effect; and (B) that no law or regulation shall be applicable in the judgment of the Administrative Agent (at the direction of the Requisite Lenders) that restrains, prevents or imposes materially adverse conditions upon the Facility or the transactions contemplated thereby; (xi) a copy of the Trademark Security Agreement, duly executed and delivered by each Local Loan Party, and such other documents duly executed by each Loan Party as the Administrative Agent (at the direction of the Requisite Lenders) may request with respect to the perfection of its security interests (for the benefits of the Lenders) in such Collateral; (xii) Projections satisfactory to the Requisite Lenders in their sole discretion and a certificate of a Responsible Financial Officer of the Loan Parties certifying that the Projections have been prepared by the Loan Parties in light of the past operations of their business, and reflect projections for Fiscal Year 2010 beginning July [15], 2009 on a month-by-month basis and that the Projections are based upon estimates and assumptions stated therein, all of which the Loan Parties believe to be reasonable and fair in light of current conditions and current facts known to the Loan Parties and, as of the Closing Date, reflect the Loan Parties’ good faith and reasonable estimates of the future financial performance of the Loan Parties and their Subsidiaries and of the other information projected therein for the periods set forth therein; (xiii) an operating budget setting forth the projected financial operations of the Loan Parties and their Subsidiaries on a weekly basis for the period from July [15], 2009 to September 30, 2009, which budget shall be in form and substance satisfactory to the Administrative Agent (at the direction of the Requisite Lenders) and shall in any NY 72168370v12 event include available cash, cash flow, trade payables, total expenditures and capital expenditures; (xiv) a copy of the Corporate Chart dated as of the Closing Date and a certificate of Responsible Officer of the Borrower certifying that such Corporate Chart is true, correct, complete and current as of the Closing Date; (xv) a Perfection Certificate of the Loan Parties and their Subsidiaries, satisfactory to the Requisite Lenders in their sole discretion, and certified by a Responsible Officer to be accurate and complete as of the Closing Date; (xvi) a funds flow memorandum, dated as of the Closing Date and executed by the Borrower (the “Funds Flow Memorandum”) specifying (i) the amount of Prepetition Credit Agreement Obligations to be paid on the Closing Date, (ii) the other amounts to be paid on the Closing Date from the proceeds of the initial Borrowing and (iii) the wiring or other payment instructions in respect of each outstanding Local Credit Facility pursuant to such payments; and (xvii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the requirements of Section 5.4(c)Administrative Agent may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent You shall have received each of the following, each dated as the Date of the Effective Date (Closing unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentindicated: (i) this Amendment, duly executed The Notes to be purchased by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lendersyou; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed The Warrants to be purchased by each of the Guarantorsyou; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as Certified copies of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of the Company and each Loan Party Guarantor approving the execution, delivery and performance of this Amendment and the other Loan Documents all documents to be delivered in connection herewith hereunder to which it is a party, and evidencing other necessary corporate action and governmental approvals, if any, with respect to such Loan Party documents; (iv) A certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor certifying the names and true signatures of the officers of the Borrower and such Guarantor authorized to sign the documents to be delivered hereunder to which it is a party; (v) a Certified copies of the Certificate of Incorporation and bylaws of the Borrower and each Guarantor; (vi) A favorable opinion of ▇▇Port▇▇ & ▇▇▇▇▇edg▇▇, P.C.▇.L.P., counsel to the Loan PartiesCompany, in form and substance reasonably satisfactory to you and substantially in the Successor Administrative Agent form of Exhibit C attached hereto and addressing as to such other matters relating to this Amendment as the Successor Administrative Agent you may reasonably request; (vivii) a copy Certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports in the notice form delivered by a Responsible Officer of under the Borrower Senior Credit Agreement; (or by an authorized attorney at ▇viii) A letter satisfactory to you from Simm▇▇▇ & ▇▇▇▇▇▇▇ompany International, P.Cplacement agent for the Company, counsel to regarding the Borrowerprivate offering of the Securities; (ix) The Registration Rights Agreement, duly executed and delivered by the Company; (x) The Participation Rights Agreement, duly executed and delivered by the parties thereto (other than you); (xi) A guaranty, substantially in the form of Exhibit D attached hereto (the "GUARANTY"), to executed by each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)Guarantor; and

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), each in form and substance reasonably satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly Agreement executed by the Consenting Lenders, the Additional Tranche B-3 Term Lenders, the Required Lenders (as defined in Exhibit A, immediately after giving effect to the 2017 Term Loan Extension Offer, but prior to the Additional Borrowing and the use of proceeds thereof), the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender other Credit Parties and the Required LendersAgent; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board board of Directors directors (or Sole Member, as applicable, other governing body) of each Loan Credit Party approving the execution, delivery and performance of this Amendment Agreement and the other documents to be executed in connection herewith; (iii) a certificate of the secretary or assistant secretary (or other authorized person) of each Credit Party dated the Effective Date, certifying (A) that attached thereto is a true and complete copy of each organizational document of such Credit Party and that either (x) such organizational documents have not been altered since delivery of such documents on the Effective Date (including certification, if any, by the Secretary of State of the state of its organization delivered on the Effective Date) or (y) such organizational document are in full force and effect on the date hereof, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing the execution, delivery and performance of this Agreement and, in the case of the Borrower, the Additional Borrowing and 2017 Term Loan Documents Extension, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer (or other authorized person) executing this Agreement or any other document delivered in connection herewith on behalf of such Credit Party (together with a certificate of another officer as to which the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (iii)); (iv) a certificate as to the good standing of each Credit Party (if available in the applicable jurisdiction), to the extent requested by the Agent (in so-called “long-form” if available), as of a recent date, from such Loan Party is a partySecretary of State (or other applicable Governmental Authority); (v) a certificate of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Section 7.1 of the Credit Agreement and this Section 4 have been satisfied; and (vi) a favorable opinion of (a) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Borrower, (b) Elvinger Hoss Prussen, société anonyme, Luxembourg counsel to the Borrower, (c) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C., special U.K. counsel to the Loan PartiesBorrower, (d) ▇▇▇▇▇ Stagnetto ▇▇▇▇▇, special Gibraltar counsel to the Borrower and (e) ▇▇▇▇▇▇ Services, special Bermuda counsel to the Borrower, each in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)Agent.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendmenta certificate of an Authorized Officer of the Borrower certifying (i) as to its organizational or constitutional documents, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consentas to its resolutions or other action of its board of directors, manager or members approving this Agreement and Affirmation the other Transaction Documents and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in this Agreement and the other Transaction Documents to which it is a party are true and correct in all material respects as of Guaranty the First Amendment Date (except to the extent such representations and warranties expressly relate to any earlier date, in the form attached hereto which case such representations and warranties shall be true and correct in all material respects as Exhibit A (the “Guarantor Consent”of such earlier date), duly executed by (iv) to its knowledge, that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Authorized Officers authorized to execute this Agreement and the other Transaction Documents to which it is a party; (ii) legal opinions (addressed to each of the Guarantors; (iiiSecured Parties) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan PartiesBorrower covering customary corporate matters under New York. Maryland and Delaware law and such other matters as the Administrative Agent and its counsel shall reasonably request, in form and substance reasonably satisfactory to the Successor Administrative Agent; (iii) the executed Lender Fee Letter, dated as of the date hereof; (iv) the executed Administrative Agent Fee Letter, dated as of the date hereof; (v) the executed Omnibus Amendment and addressing such matters relating to this Affirmation (the “Omnibus Amendment and Affirmation”), dated as of the Successor First Amendment Date, by and among New Mountain Private Credit Fund, the Borrower, the Collateral Administrator, the Collateral Agent and the Administrative Agent may reasonably request; Agent; (vi) a copy certificate of the notice delivered by a Responsible an Authorized Officer of New Mountain Private Credit Fund certifying (i) as to its organizational or constitutional documents, (ii) as to its resolutions or other action of its board of directors, manager or members approving the Borrower Omnibus Amendment and Affirmation and (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel iii) as to the Borrower), to each Local Agent in respect incumbency and specimen signature of each outstanding Local of its Authorized Officers authorized to execute the Omnibus Amendment and Affirmation; and (vii) such other instruments, certificates and documents from the Credit Facility pursuant to Parties as the requirements of Section 5.4(c)Administrative Agent and the Lenders shall have reasonably requested. 81

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), each in form and substance reasonably satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly Agreement executed by the Consenting Lenders party hereto constituting Required Lenders, the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender other Credit Parties and the Required LendersAgent; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board board of Directors directors (or Sole Member, as applicable, other governing body) of each Loan Credit Party approving the execution, delivery and performance of this Amendment Agreement and the other Loan Documents documents to be executed in connection herewith; (iii) a certificate of the secretary or assistant secretary (or other authorized person) of each Credit Party dated the Effective Date, certifying (A) that attached thereto is a true and complete copy of each organizational document of such Credit Party and that either (x) such organizational documents have not been altered since delivery of such documents on the Effective Date (including certification, if any, by the Secretary of State of the state of its organization delivered on the Effective Date) or (y) such organizational document are in full force and effect on the date hereof, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing the execution, delivery and performance of this Agreement and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer (or other authorized person) executing this Agreement or any other document delivered in connection herewith on behalf of such Credit Party (together with a certificate of another officer as to which the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (iii)); (iv) a certificate as to the good standing of each Credit Party (if available in the applicable jurisdiction), to the extent requested by the Agent (in so-called “long-form” if available), as of a recent date, from such Loan Party is a partySecretary of State (or other applicable Governmental Authority); (v) a certificate of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Section 7.1 of the Credit Agreement and this Section 3 have been satisfied; (vi) a favorable opinion of ▇▇▇▇ Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇, P.C.▇▇▇ LLP, counsel to the Loan PartiesBorrower, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request;Agent; and (vivii) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), to each Local extent requested by the Agent in respect of each outstanding Local Credit Facility pursuant or any Lender not less than five (5) days prior to the requirements of Section 5.4(cEffective Date, the Lenders shall have received a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230 in relation to the Company (a “Beneficial Ownership Certification”).

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received (and, to the extent any Borrowing of any Eurodollar Rate Loans is requested to be made on the Closing Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans, at least three Business Days prior to the Closing Date) each of the following, each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Partiesits reasonable discretion, in form and substance reasonably satisfactory to the Successor Administrative Agent and in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note of the Borrower conforming to the requirements set forth herein; (ii) the Intercreditor Agreement, duly executed and delivered by the Revolving Credit Agent and each Loan Party party thereto; (iii) the Guaranty, duly executed and delivered by each Guarantor; (iv) except as set forth on Schedule 7.13 (Post-Closing Covenants) and subject to the proviso in Section 7.11 (Additional Collateral and Guarantees), the Pledge and Security Agreement, duly executed and delivered by the Borrower and each Guarantor, together with each of the following: (A) evidence reasonably satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered on or before the Closing Date, the Administrative Agent (for the benefit of the Secured Parties) shall have a valid and perfected security interest (having the priority set forth in the Term Loan Agreement Collective Brands Finance, Inc. Intercreditor Agreement) in the Collateral, including (x) the filing of financing statements under the UCC, (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder and (z) such other such documents duly executed by each Loan Party as the Administrative Agent may reasonably request with respect to the perfection of its security interests in the Collateral (including patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement); (B) all certificates, instruments and other documents representing all Pledged Stock being pledged pursuant to such Pledge and Security Agreement and stock powers for such certificates, instruments and other documents executed in blank; (C) to the extent delivered in connection with the Revolving Credit Agreement on the Closing Date or within such other time period as provided therein, all Deposit Account Control Agreements, duly executed by the corresponding Deposit Account Bank and the applicable Loan Party; and (D) to the extent delivered in connection with the Revolving Credit Agreement on the Closing Date or within such other time period as provided therein, Securities Account Control Agreements, duly executed by the applicable Loan Party and (1) all “securities intermediaries” (as defined in the UCC) with respect to all Securities Accounts and securities entitlements of the Borrower and each Guarantor and (2) all “commodities intermediaries” (as defined in the UCC) with respect to all commodities contracts and commodities accounts held by the Borrower and each Guarantor; (v) except as set forth on Schedule 7.13 (Post-Closing Covenants) and subject to the proviso in Section 7.11 (Additional Collateral and Guarantees), Mortgages for all of the Real Property of the Loan Parties identified on Schedule 4.19 (Real Property) (except as may be agreed to by the Administrative Agent), together with all Mortgage Supporting Documents relating thereto; (vi) a favorable opinion of (A) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, in substantially the form of Exhibit E (Form of Opinion of counsel for the Loan Parties), (B) counsel to the Borrower in Nevada, (C) counsel to Payless ShoeSource, Inc., a Missouri corporation, in Missouri and (D) counsel to Payless ShoeSource Worldwide, Inc. and Payless ShoeSource Distribution, Inc. each in Kansas, in each case addressed to the Administrative Agent and the Lenders and addressing such other matters relating to this Amendment as any Lender through the Successor Administrative Agent may reasonably request; (vivii) a copy of the notice delivered each Related Document certified as being complete and correct by a Responsible Officer of the Borrower or other Loan Party as the case may be; Term Loan Agreement Collective Brands Finance, Inc. (viii) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇the Secretary of State of the state of organization of such Loan Party, P.C, counsel together with certificates of such official attesting to the good standing of each such Loan Party; (ix) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (viii) above; (x) a certificate of a Responsible Officer of the Borrower, stating that the Borrower is Solvent immediately before and after giving effect to the Closing Date Term Loans, the application of the proceeds thereof in accordance with Section 7.9 (Application of Proceeds), to each Local Agent in respect the payment of each outstanding Local Credit Facility pursuant all estimated legal, accounting and other fees related hereto and thereto and the other Transactions; and (xi) evidence reasonably satisfactory to the requirements Administrative Agent that the insurance policies required by Section 7.5 (Maintenance of Section 5.4(c)Insurance) and any Collateral Document are in full force and effect, together with, unless otherwise agreed by the Administrative Agent, endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies to be maintained with respect to the properties of the Borrower and each other Loan Party.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor AgentLenders and in sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by each of the Borrowers and, for the account of each Lender requesting the same, a Note or Notes of the applicable Borrowers conforming to the requirements set forth herein; AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION (ii) the Affirmation of Liens and Guaranties, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender U.S. Borrower and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Subsidiary Guarantors; (iii) (x) unless the DBNY Resignation and Assignment AgreementAdministrative Agent shall have agreed to delivery of the same after the Closing Date, the Amendment to Security Documents, in the form attached hereto as Exhibit B, each case duly executed by the BorrowerU.S. Borrower and the Subsidiary Guarantors party thereto, together with each of the following, to the extent not already delivered pursuant to the Existing Credit Agreement, and, in the judgment of the Administrative Agent in its sole discretion, satisfactory and in full force and effect: (A) evidence satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered hereunder, the GuarantorsAdministrative Agent (for the benefit of the Secured Parties) shall have a valid and perfected first priority security interest (subject to Liens permitted under this Agreement) in the Banks’ Collateral, and the Existing Collateral Trustee shall have a valid and perfected first priority security interest (subject to Liens permitted under this Agreement) in the Shared Collateral (which such lien shall be junior only to the lien of the Administrative Agent and the Successor Agent, dated as Lenders on that portion of the date hereof Banks’ Collateral constituting the Shared Collateral), including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the U.S. Patent and Trademark Office or the U.S. Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by each Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name the “Effective Date” underU.S. Borrower or any Subsidiary Guarantor as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder and as defined in, the DBNY Resignation (z) all filing and Assignment Agreement recording fees and taxes in connection therewith shall have occurredbeen paid; (B) share certificates representing all of the certificated Pledged Stock being pledged pursuant to each Pledge and Security Agreement and stock powers for such share certificates executed in blank; (C) all instruments representing Pledged Notes, including the Swiss Note, being pledged pursuant to each Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or the Collateral Trustee, as the case may be, or in blank; (D) Deposit Account Control Agreements from all Deposit Account Banks; and (E) Control Account Agreements from (1) all securities intermediaries with respect to all securities accounts and securities entitlements of the U.S. Borrower and each Subsidiary Guarantor and (2) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the U.S. Borrower and each Subsidiary Guarantor; (iv) certified copies of resolutions amendments to each Foreign Pledge Agreement listed on Schedule 3.1, in each case duly executed by the applicable Loan Party and/or Foreign Subsidiary, as the case may be, together with to the extent not already delivered and, in the judgment of the Board of Directors or Sole MemberAdministrative Agent in its sole discretion, as applicable, of each Loan Party approving the execution, delivery satisfactory and performance of this Amendment in full force and the other Loan Documents delivered in connection herewith to which such Loan Party is a party;effect: (vA) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, in form and substance reasonably evidence satisfactory to the Successor Administrative Agent and addressing that the Parent Guaranty shall be secured by the assets of certain Foreign Subsidiaries pursuant to such matters relating to this Amendment Foreign Pledge Agreements, including such documents duly executed by the applicable Foreign Subsidiary as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c); AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of received, on the Closing Date, the following, each dated as of the Effective Closing Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent)indicated, in form and substance satisfactory to the Administrative Agent and (except for the Successor AgentNotes) in sufficient copies for each Lender: (i) From each party hereto either (A) a counterpart of this AmendmentAgreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page to this Agreement) that such party has signed a counterpart of this Agreement. (ii) The Notes to the order of the Lenders, respectively, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors;. (iii) Copies of each of the Financing Agreements. (xiv) the DBNY Resignation and Assignment The Pledge Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrowerrespective parties thereto, together with evidence that all action necessary or, in the Guarantors, opinion of the Existing Agent and the Successor Administrative Agent, dated as of desirable to perfect and protect the date hereof and (y) Lien created by the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Pledge Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party;has been taken. (v) a favorable The Security Agreement, duly executed by the respective parties thereto, together with evidence that all action necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created by the Security Agreement has been taken. (vi) A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (A) Willkie Farr & Gallagher, counsel for the Credit Parties, in form a▇▇ sub▇▇▇▇▇▇ ▇▇▇▇▇▇▇, P.C., tisfactory to the Lenders and the Administrative Agent (and the Credit Parties hereby instruct such counsel to deliver such opinion to the Loan Administrative Agent and the Lenders) and (B) the general counsel of the Credit Parties, in form and substance reasonably satisfactory to the Successor Lenders and the Administrative Agent (and the Credit Parties hereby instruct such general counsel to deliver such opinion to the Administrative Agent and addressing the Lenders). (vii) Copies of (A) the audited consolidated and consolidating balance sheets for the members of the Consolidated Group as of December 31, 2000, and the related audited consolidated and consolidating statements of operations, shareholders' equity, and cash flows for the fiscal year ending as of such matters relating to this Amendment date and (B) the unaudited consolidated balance sheet of the Consolidated Group as of June 30, 2000, and the Successor related unaudited statements of operations and cash flows for the six-month period ending as of such date. (viii) Receipt by the Administrative Agent may reasonably request; (vi) a copy of the notice delivered following (or their equivalent) for each of the Credit Parties, certified by a Responsible Officer secretary or assistant secretary as of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel Closing Date to the Borrower), to each Local Agent be true and correct and in respect force and effect as of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)such date:

Certain Documents. The Administrative Agent and the Successor Administrative Agent Such Purchaser shall have received each of the following, each dated as the date of the Effective Date applicable Closing Day (unless otherwise agreed except in the case of the items referenced in clauses (ii), (viii), (ix) and (x), which shall be dated the date of their execution and delivery): (i) The Note(s) to be purchased by such Purchaser. (ii) The Company, the Administrative Agent Guarantors, Bank of America, N.A., as administrative agent and issuing bank under the Successor Administrative Agent)Bank Credit Agreement, the banks party to the Bank Credit Agreement, Bank of America, N.A., as creditor agent, The Prudential Insurance Company of America, Pruco Life Insurance Company, U.S. Private Placement Fund, and The Northwestern Mutual Life Insurance Company shall have executed and delivered an amendment to the Subsidiary Guaranty, in form and substance satisfactory to the Administrative Agent and Purchasers, pursuant to which the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each holders of the Guarantors;Notes issued hereunder receive the benefits of the Subsidiary Guaranty. (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as Certified copies of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Memberof the Company authorizing the execution and delivery of this Agreement (including provision of the Parent Guaranty) and the issuance of the Notes, as and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. Certified copies of the resolutions of the Board of Directors of each Major Subsidiary authorizing the execution and delivery of the Subsidiary Guaranty, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Subsidiary Guaranty and, if applicable, certified copies of each Loan Party approving the execution, resolutions of the Board of Directors of the Issuer Subsidiary authorizing execution and delivery of the Notes and performance of a Confirmation of Acceptance with respect to this Amendment Agreement and the Notes. (iv) A certificate of the secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other Loan Documents documents to be delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy hereunder or thereunder. A certificate of the notice delivered by a Responsible Officer secretary and one other officer of each Major Subsidiary certifying the names and true signatures of the Borrower (or by an officers of that Major Subsidiary authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇to sign the Subsidiary Guaranty and the other documents to be delivered thereunder. If applicable, P.C, counsel to a certificate of the Borrower), to each Local Agent in respect secretary and one other officer of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)Issuer Subsidiary certifying the names and true signatures

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, each dated as of the Amendment No. 2 Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), each in form and substance reasonably satisfactory to the Administrative Agent and the Successor Agent: (i1) counterparts of this AmendmentAmendment that, duly executed by when taken together, bear the Borrowersignatures of (A) Holdings, (B) the Administrative AgentBorrowers, (C) each 2010 Extending Term LenderGuarantor, each 2010 Extending Revolving Lender and (D) the Consenting Lenders together comprising the Required Lenders, (E) each Replacement Term B-2 Lender and (F) each Incremental Term B-2 Lender; (ii2) such customary certificates of resolutions or other action, incumbency certificates of Responsible Officers of Holdings, the ConsentCompany Borrower and each Company Guarantor as the Administrative Agent may reasonably require evidencing the identity, Agreement authority and Affirmation capacity of Guaranty each Responsible Officer thereof authorized to act as a Responsible Officer in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantorsconnection with this Amendment; (iii3) such other documents as the Lenders or the Administrative Agent may reasonably request to evidence that Holdings, the Company Borrower and each Company Guarantor is duly organized or formed, and that each of them is validly existing, in good standing in its jurisdiction of organization (to the extent such concept is applicable in the relevant jurisdiction), except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (4) an opinion of (x) the DBNY Resignation and Assignment AgreementFried, in the form attached hereto as Exhibit BFrank, duly executed by the BorrowerHarris, the Guarantors▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, in form ▇ LLP and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (viz) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, P.Cin each case, counsel customary in form and substance and reasonably satisfactory to the Borrower), to each Local Administrative Agent; and (5) the Administrative Agent in respect shall have received the results of each outstanding Local Credit Facility pursuant to lien searches reasonably requested by the requirements of Section 5.4(c)Administrative Agent.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received the following documents, each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent Lender, which satisfaction shall be evidenced by the execution and delivery by the Successor Agent:Lender of this Amendment, and dated the Amendment Effective Date (when applicable): Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF AMENDMENT NO. 7, OF AMERICAN APPAREL (USA), LLC (i) this Amendment, duly executed by the Borrower, each Facility Guarantor and the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and including all schedules to the Required LendersCredit Agreement to be replaced pursuant to Section 1(d) hereof; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly an executed by each copy of the GuarantorsFourth Amendment to Credit Agreement with respect to the Existing First Lien Credit Agreement; (iii) each of the following documents with respect to American Apparel, Inc. (xf/k/a/ Endeavor Acquisition Corp.) (the DBNY Resignation “Parent”) and Assignment Agreementeach other Loan Party, in to the form attached hereto as Exhibit B, duly executed extent requested by the Borrower, the Guarantors, the Existing Agent and the Successor Administrative Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent Agent: (A) a certificate of legal existence and addressing good standing issued by the secretary of state of its state of incorporation and each other state where such matters relating Loan Party is qualified to this Amendment as the Successor Administrative Agent may reasonably requestdo business; (viB) a certificate of an authorized officer relating to the organization and existence of such party, the authorization of the transactions contemplated by the Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of such entity’s organizational documents; (C) an executed perfection certificate; (D) an executed copy of the notice delivered by a Responsible Officer Joinder and Second Amendment to the Security Agreement; (E) Amended and Restated Ownership Interest and Intercompany Note Pledge and Security Agreement; (F) Amended and Restated Guaranty; (G) an executed copy of Waiver to Credit Agreement dated June 5, 2008 with respect to the Existing First Lien Credit Agreement; (H) an executed copy of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel intercreditor letter between Senior Lender and Lender with respect to the Borroweramendments and other modifications to the Loan Documents contemplated hereby and the other modifications to the Loan Documents set forth in documents (D) through (F) of this Section 2(a)(iii); (I) an executed copy of the intercreditor letter between Senior Lender and Lender with respect to certain amendments and modifications to the Existing First Lien Credit Agreement and the Intercreditor Agreement; and (J) such other documents and agreements reasonably required by the Agents. Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), to each Local Agent in respect of each outstanding Local Credit LLC, the Facility pursuant Guarantors, and SOF AMENDMENT NO. 7, OF AMERICAN APPAREL (USA), LLC (iv) lien search results or other evidence reasonably satisfactory to the requirements Administrative Agent (dated as of Section 5.4(c)a date reasonably satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Parent, except for Permitted Encumbrances and Liens for which termination statements and releases or subordination agreements are being tendered on the date hereof;

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Closing Date (and, to the extent any Borrowing of any Eurodollar Rate Loans is requested to be made on the Closing Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans, at least three Business Days prior to the Closing Date) each of the following, each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentin sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by each of the BorrowerLoan Parties and, for the Administrative Agentaccount of each Lender requesting the same, each 2010 Extending Term Lender, each 2010 Extending a Revolving Lender and Credit Note of the Required LendersBorrower conforming to the requirements set forth herein; (ii) a favorable opinion of (A) Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the ConsentLoan Parties, Agreement and Affirmation of Guaranty in substa▇▇▇▇▇▇▇ the form attached hereto as of Exhibit A H-1 (Form of Opinion of Counsel for the “Guarantor Consent”Loan Parties) and (B) general counsel to the Loan Parties, in substantially the form of Exhibit H-2 (Form of Opinion of General Counsel for the Loan Parties), duly executed by in each of case addressed to the GuarantorsAdministrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request; (iii) a copy of the articles or certificate of incorporation (xor equivalent Constituent Document) the DBNY Resignation and Assignment Agreementof each Loan Party, in the form attached hereto certified as Exhibit B, duly executed of a recent date by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as Secretary of State of the date hereof and state of organization of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredother than any Loan Party listed on Schedule 4.1); (iv) certified copies of resolutions a certificate of the Board of Directors Secretary or Sole Member, as applicable, an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment Agreement and the other Loan Documents delivered in connection herewith to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party is a partyfrom the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; (v) a favorable opinion certificate of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel a Responsible Officer to the effect that (A) the condition set forth in Section 3.3(b) has been satisfied and (B) no litigation not listed on Schedule 4.6 (Litigation) shall have been commenced against any Loan Party or any of its Subsidiaries that would have a Material Adverse Effect; (vi) evidence satisfactory to the Administrative Agent that the insurance policies required by Section 7.5 and any Collateral Document are in full force and effect, together with endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies to be maintained with respect to the properties of the Borrower and its Subsidiaries; (vii) evidence satisfactory to the Administrative Agent of the receipt of the consents, authorizations and approvals, and the making of the filings, listed on Schedule 4.2; (viii) all motions and other documents filed in connection with the Facility and all First Day Orders shall be in form and substance reasonably satisfactory to the Successor Administrative Agent in its sole discretion, and (ix) such other certificates, documents, agreements and addressing such matters relating to this Amendment information respecting any Loan Party as any Lender through the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c).

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (ia) this Amendment, duly executed by each of the Borrower, Holdings, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required LendersLenders and each Term B Lender; provided, however, if any Term B Lender is a Non-Consenting Lender then this Amendment shall be duly executed by Term B Lenders and New Term B Lenders holding the aggregate amount of all Term B Loans outstanding on the Second Amendment Effective Date; (iib) the Consentan Acknowledgement and Confirmation, Agreement and Affirmation of Guaranty substantially in the form attached hereto as of Exhibit A (the “Guarantor Consent”)hereto, duly executed by each of the GuarantorsLoan Party; (iiic) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly a certificate executed by a Responsible Officer of the Borrower, certifying compliance with the Guarantors, the Existing Agent and the Successor Agent, dated as requirements of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredSection 4.4; (ivd) certified copies of resolutions a certificate from the Treasurer of the Board Borrower, certifying that Holdings and its Restricted Subsidiaries, on a consolidated basis, both before and after giving effect to the extension of Directors the Term Loans on the Second Amendment Effective Date and the application of the proceeds thereof, are Solvent; (A) a copy of the certificate or Sole Memberarticles of incorporation or organization, as applicableincluding all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party approving as of a recent date, from such Secretary of State or similar Governmental Authority and (B) a certificate of Responsible Officers of each Loan Party dated the Second Amendment Effective Date and certifying (w) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Second Amendment Effective Date, (x) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Person is a party and, in the case of the Borrower, the extension of the maturity of the Term B Loans hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (y) that the certificate or articles of incorporation or organization of such Loan Party is a partyhave not been amended since the later of (1) the date of the certificate of good standing or (2) the date of the last amendment thereto shown on the certified copy of the certificate or articles of incorporation or organization, in ease case, furnished pursuant to clause (g)(A) above, and (z) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (B) above; (vf) a favorable opinion executed legal opinions of ▇▇▇▇ ▇▇▇▇▇▇▇▇ Coie LLP, P.C., special counsel to the Loan PartiesParties dated the Second Amendment Effective Date and addressed to each L/C Issuer, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably requestLenders, and their successors, assigns and participants permitted under the Credit Agreement; (vig) a copy “Life of Loan” Federal Emergency Agency Standard Flood Hazard Determination with respect to the Mortgaged Property (together with notice about special flood hazard area status and flood disaster assistance, duly executed by the Borrower or the applicable Restricted Subsidiary, and evidence of flood insurance, in the event any such Mortgaged Property or portion thereof is located in a special flood hazard area); and (h) the results of recent UCC Lien searches with respect to each of the notice delivered Loan Parties to the extent reasonably required by a Responsible Officer the Administrative Agent, and such results shall reveal no Liens on any of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to assets of the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)Loan Parties except for Permitted Liens.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentin sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by the BorrowerBorrower and each Guarantor and, for the Administrative Agentaccount of each Lender requesting the same, each 2010 Extending Term Lender, each 2010 Extending a Revolving Lender and Credit Note of the Required Lenders;Borrower conforming to the requirements set forth herein; CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. (ii) the Consent, each Security Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed and delivered by each of the GuarantorsLoan Party as set forth on Schedule 3.1 (Security Agreements); (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of (A) the Washington D.C. office of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, P.C.▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, counsel to the Loan Parties, in substantially the form and substance reasonably satisfactory to of Exhibit G (Form of Opinion of Counsel for the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; Loan Parties), (viB) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, P.C▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, counsel to the Loan Parties in the United Kingdom and (C) Dechert LLP, counsel to the Loan Parties in Pennsylvania, in each case addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request; (iv) a copy of each Related Document certified as being complete and correct by a Responsible Officer of the Borrower); (v) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by the Secretary of State of the state of organization of such Loan Party, if applicable, together with certificates of such official attesting to the good standing of each Local such Loan Party; (vi) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (vii) a certificate of a Responsible Officer of the Borrower to the effect that the condition set forth in Section 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit) has been satisfied; (viii) evidence satisfactory to the Administrative Agent that the insurance policies required by Section 7.5 (Maintenance of Insurance) and any Collateral Document are in full force and effect, together with, unless otherwise agreed by the Administrative Agent, endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies to be maintained with respect to the properties of the Borrower and its Subsidiaries; (ix) a Borrowing Base Certificate as of the Closing Date executed by a Responsible Officer of the Borrower; (x) all motions and other documents filed with the Bankruptcy Court in connection with this Agreement shall be in form and substance satisfactory to the Administrative Agent in respect of each outstanding Local Credit Facility pursuant its sole discretion and all other motions and First Day Orders shall be in form and substance reasonably satisfactory to the requirements of Section 5.4(c)Administrative Agent; and CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. (xi) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Closing Date (and, in respect of the Notice of Borrowing for the Loans, at least three Business Days prior to the Closing Date) each of the following, each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note of the Borrower conforming to the requirements set forth herein; (ii) a favorable opinion of O’Melveny & ▇▇▇▇▇ LLP, counsel to the Borrower, in substantially the form of Exhibit D (Form of Opinion of counsel for the Borrower), addressed to the Administrative Agent and the Lenders and addressing such other matters relating to this Amendment as any Lender through the Successor Administrative Agent may reasonably request; (viiii) a copy of the notice certificate of incorporation (or equivalent Constituent Document) of the Borrower, certified as of a recent date by the Secretary of State of the state of organization of the Borrower, together with a certificate of such official attesting to the good standing of the Borrower; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each officer of the Borrower that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a Responsible party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (iii) above; (v) a certificate of the Chief Financial Officer of the Borrower, stating that the Borrower and its Subsidiaries are Solvent on a consolidated basis, after giving effect to the Loans and the other Transactions, the application of the proceeds thereof and the payment of all estimated legal, accounting and other fees related hereto and thereto; (vi) a certificate of an Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, to the effect that: (A) the representations and warranties set forth in Article IV (Representations and Warranties) shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; (B) no Default or Event of Default under the Loan Documents shall have occurred and be continuing; and (C) no change, effect, event, circumstance or development, in the aggregate, together with all other changes, effects, events, circumstances or developments, has occurred since June 4, 2007 that is or is reasonably likely to have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries, taken as a whole, other than any change, effect, event, circumstance or development resulting from (i) general political, economic or financial market conditions or (ii) conditions affecting the Borrower’s industry; (vii) The Arranger shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act; and (viii) a copy of the Supplemental Indenture, certified as being true and correct by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to Officer of the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c).

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Effective Date (and, to the extent any Borrowing of any Fixed Rate Loans is requested to be made on the Effective Date, in respect of the Notice of Borrowing for such Fixed Rate Loans, at least two Business Days prior to the Effective Date) each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentin sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by each Borrower and, for the account of each Lender requesting the same, a Revolving Credit Note or Revolving Credit Notes of each applicable Borrower conforming to the requirements set forth herein; (ii) an Affirmation of Obligations, duly executed by the Borrower, the Administrative Agent, Borrowers and each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required LendersGuarantor; (iiA) amendments or modifications to the Consent, Mortgages on terms and conditions satisfactory to the Administrative Agent to the extent necessary to assure the Lenders that all applicable Secured Obligations are secured by the Mortgages and (B) appropriate title endorsements obtained from the relevant title company to the existing title policies to the extent necessary or desirable to assure the Lenders that the existing title policies are in full force and effect after giving effect to the amendments to the Existing Credit Agreement contained in this Agreement and Affirmation of Guaranty in to the form attached hereto as Exhibit A (amendments or modifications to the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredMortgages; (iv) certified copies of resolutions of amendments or modifications to the Board of Directors Australian Collateral Documents or Sole Member, other Australian Collateral Documents as applicable, of each Loan Party approving may be requested by the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a partyAdministrative Agent; (v) a favorable opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel to the Loan Parties, in substantially the form of Exhibit G-1 (Form of Opinion of U.S. Counsel for the Loan Parties), (B) Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, P.C.▇, counsel to the Loan PartiesParties in Australia, in substantially the form and substance reasonably satisfactory of Exhibit G-2 (Form of Opinion of Australian Counsel for the Loan Parties), (C) counsel to the Successor Loan Parties in Delaware, Colorado and Utah, in each case addressed to the Administrative Agent and the Lenders and addressing such other matters relating to this Amendment as any Lender through the Successor Administrative Agent may reasonably requestrequest and (D) counsel to the Administrative Agent as to the enforceability of this AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY Agreement and the other Loan Documents (including any Loan Document to be executed on the Effective Date) on the Effective Date after giving effect to this Agreement; (vi) a copy of each Related Document entered into after the notice Purchase Date; (vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and acknowledging that such Loan Documents will benefit such Loan Party and (D) that attached thereto are complete and correct copies of the certificate of incorporation (or equivalent Constituent Document) of such Loan Party certified by the appropriate Governmental Authority, together with related good standing certificates in the jurisdiction of organization of such Loan Party dated as of a recent date; (viii) a certificate of a Responsible Officer of the each Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), effect that (A) the condition set forth in Section 3.2(b) (Conditions Precedent to each Local Agent in respect Each Loan and Letter of each outstanding Local Credit Facility pursuant Credit) has been satisfied and (B) no litigation not listed on Schedule 4.7 (Litigation) shall have been commenced against any Loan Party or any of its Subsidiaries that would have a Material Adverse Effect; (ix) evidence satisfactory to the requirements Administrative Agent that the insurance policies required by Section 7.5 (Maintenance of Section 5.4(c)Insurance) and any Collateral Document are in full force and effect, together with, unless otherwise agreed by the Administrative Agent, endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies to be maintained with respect to the properties of Holdings, the Company and its Subsidiaries; and (x) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agenteach Lender: (i) this AmendmentAgreement duly executed by the Borrower; (ii) the Guaranty and Security Agreement, duly executed by Parent and each Loan Party; (iii) the Guaranty, duly executed by PBE; (iv) the OID Side Letter, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (iiv) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)each Collection Account Control Agreement, duly executed by each of the GuarantorsBorrower and City National Bank; (iiivi) a Bank Instruction Letter with respect to the Bank of America Account, duly executed by Parent; (xvii) the DBNY Resignation Master License, the Master Assignment Agreement and Assignment the Servicing Agreement, in each duly executed by Parent and the form attached hereto as Exhibit BBorrower; (viii) the Trademark Security Agreement, duly executed by Parent; (ix) the Licensed Trademark Security Agreement, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (ivx) certified copies of resolutions of the Board of Directors or Sole MemberUCC-1 financing statements, with the Parent and each Loan Party, as debtor, as applicable, and, in each case, the Administrative Agent as secured party; (xi) evidence that all other actions to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, to perfect and protect the first priority Liens (subject to Permitted Liens) over the Collateral created hereby and by the other Loan Documents have been taken, including, without limitation, receipt by the Administrative Agent of UCC, Intellectual Property and other appropriate search reports satisfactory to it and of all effective prior filings listed therein, together with evidence of the termination of such prior filings (or, in the case of certain filings with respect to Intellectual Property as more specifically set forth in the Guaranty and Security Agreement, evidence that the related Lien has been released and assurances that terminations of such filings will be executed and delivered upon request) other documents with respect to the priority of the security interest of the Administrative Agent in the Collateral, in each case as may be reasonably requested by the Administrative Agent; (xii) duly executed favorable opinions of counsel to PBE, Parent and the Loan Parties in New York and each jurisdiction of organization of PBE, Parent and each Loan Party addressed to the Administrative Agent and the Lenders and addressing such matters as the Administrative Agent may reasonably request; (xiii) a copy of each Organizational Document of PBE, Parent and each Loan Party that is on file with the secretary of state (or other similar Governmental Authority) in the jurisdiction of its organization, certified as of a recent date by such secretary of state (or similar Governmental Authority), together with, if applicable, certificates attesting to the good standing of Parent or such Loan Party in its jurisdiction of organization; (xiv) a certificate of the secretary or other officer of PBE, Parent and each Loan Party certifying as to (A) the names and signatures of each officer of PBE, Parent or such Loan Party authorized to execute and deliver any Loan Document, (B) the Organizational Documents of PBE, Parent or such Loan Party attached to such certificate are complete and correct copies of such Organizational Documents as in effect on the date of such certification (or, for any such Organizational Document delivered pursuant to clause (xiii) above, that there have been no changes from such Organizational Document so delivered) and (C) the resolutions of PBE, Parent or such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of this Amendment and the other each Loan Documents delivered in connection herewith Document to which PBE, Parent or such Loan Party is a party; (vxv) a favorable opinion certificate of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), to each Local Agent effect that (x) the conditions set forth in respect of each outstanding Local Credit Facility pursuant clause (f) and (g) below has been satisfied and (y) after giving effect to the requirements funding of Section 5.4(c)the Loans and the application of the proceeds thereof, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent; (xvi) a payoff letter duly executed and delivered by PBE and the administrative agent evidencing that all obligations under the Amended and Restated Credit Agreement dated as of March 4, 2011 and as amended and restated, among PBE, Holdings and the guarantors, lender, administrative agent and other agents party thereto will have been repaid in full after giving effect to the funding of the Loans hereunder and any Liens on the Collateral shall thereupon be released; and (xvii) such other documents and information as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (ia) this Amendment, duly executed by dated as of the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)date hereof, duly executed by each of the GuarantorsBorrower, Holdings, the Administrative Agent, the Tranche ▇ ▇/C Issuer, the New Swing Line Lender and the Initial New Revolving Credit Lenders; (iiib) (x) the DBNY Resignation an Acknowledgement and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor AgentConfirmation, dated as of the date hereof and (y) the “Third Amendment Effective Date” under, and as defined insubstantially in the form of Exhibit A hereto, the DBNY Resignation and Assignment Agreement shall have occurredduly executed by each Loan Party; (ivc) certified copies of resolutions a certificate executed by a Responsible Officer of the Board Borrower, dated as of Directors the Third Amendment Effective Date, certifying compliance with the requirements of Sections 3.4 and 3.7 have been satisfied; (d) a certificate from the Treasurer of the Borrower, dated as of the Third Amendment Effective Date, certifying that Holdings and its Restricted Subsidiaries, on a consolidated basis, both before and after giving effect to the Tranche B Revolving Credit Commitments and any extension of Tranche B Revolving Credit Loans on the Third Amendment Effective Date and the application of the proceeds thereof, are Solvent; (A) a copy of the certificate or Sole Memberarticles of incorporation or organization, as applicableincluding all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party approving as of a recent date, from such Secretary of State or similar Governmental Authority and (B) a certificate of Responsible Officers of each Loan Party dated the Third Amendment Effective Date and certifying (w) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Third Amendment Effective Date (or certifying no change as of the Second Amendment Effective Date), (x) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Person is a party and, in the case of the Borrower, the incurrence of the Tranche B Revolving Credit Commitments contemplated hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (y) that the certificate or articles of incorporation or organization of such Loan Party is a partyhave not been amended since the later of (1) the Second Amendment Effective Date or (2) the date of the last amendment thereto shown on the certified copy of the certificate or articles of incorporation or organization, in ease case, furnished pursuant to clause (A) above, and (z) as to the incumbency and specimen signature of each officer executing this Amendment and any other Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (B) above; (vf) a favorable opinion (x) executed legal opinions of ▇▇▇▇ ▇▇▇▇▇▇▇▇ Coie LLP, P.C., special counsel to the Loan Parties dated the Third Amendment Effective Date and (y) executed legal opinions of each local counsel for the Loan Parties in each relevant jurisdiction where a Loan Party is organized, in each case, dated the US_ACTIVE:\44297785\18\35899.0483 Third Amendment Effective Date, in each case, addressed to the Administrative Agent, the other Secured Parties, and their successors, assigns and participants permitted under the Credit Agreement; (g) a “Life of Loan” Federal Emergency Agency Standard Flood Hazard Determination with respect to the Mortgaged Property (together with notice about special flood hazard area status and flood disaster assistance, duly executed by the Borrower or the applicable Restricted Subsidiary, and evidence of flood insurance, in the event any such Mortgaged Property or portion thereof is located in a special flood hazard area); (h) insurance certificates in form and substance reasonably satisfactory to the Successor Administrative Agent demonstrating that the insurance policies required by Section 6.07 of the Credit Agreement are in full force and addressing such matters relating to this Amendment as effect and have all endorsements required by Section 6.07 of the Successor Administrative Agent may reasonably request;Credit Agreement; and (vii) a copy the results of recent UCC Lien searches with respect to each of the notice delivered Loan Parties to the extent reasonably required by a Responsible Officer the Administrative Agent, and such results shall reveal no Liens on any of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to assets of the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)Loan Parties except for Permitted Liens.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (ia) this Amendment, duly executed by each of the Borrower, Holdings and the Administrative Agent; provided, each 2010 Extending however, if any Term B Lender is a Non-Consenting Lender then this Amendment shall be duly executed by the New Term B Lender with a New Term B Lender, each 2010 Extending Revolving ’s Purchase Amount equal to the aggregate amount of the Existing Term B Loans of all such Non-Consenting Lenders; (b) Lender and Consents duly executed by the Required Lenders; (iic) the Consentan Acknowledgement and Confirmation, Agreement and Affirmation of Guaranty substantially in the form attached hereto as of Exhibit A (the “Guarantor Consent”)B hereto, duly executed by each of the GuarantorsLoan Party; (iiid) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly a certificate executed by a Responsible Officer of the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Eighth Amendment Effective Date” under, and as defined in, certifying compliance with the DBNY Resignation and Assignment Agreement shall requirements of Section 2.3 have occurredbeen satisfied; (ive) certified copies of resolutions a certificate from the Treasurer of the Board Borrower, dated as of Directors the Eighth Amendment Effective Date, certifying that Holdings and its Restricted Subsidiaries, on a consolidated basis, both before and after giving effect to any extension of Term B Loans on the Eighth Amendment Effective Date and the application of the proceeds thereof, are Solvent; (f) (A) except as shall be provided pursuant to Section 4.3, a copy of the certificate or Sole Memberarticles of incorporation or organization, as applicableincluding all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party approving as of a recent date, from such Secretary of State or similar Governmental Authority and (B) a certificate of Responsible Officers of each Loan Party dated the Eighth Amendment Effective Date and certifying (w) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Eighth Amendment Effective Date, (x) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Person is a party and, in the case of the Borrower, the incurrence of the Term B Loans contemplated hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (y) that the certificate or articles of incorporation or organization of such Loan Party is a partyhave not been amended since the later of (1) the date of the certificate of good standing or (2) the date of the last amendment thereto shown on the certified copy of the certificate or articles of incorporation or organization, in ease case, furnished pursuant to clause (A) above, and (z) as to the incumbency and specimen signature of each officer executing this Amendment and any other Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (B) above; (vg) a favorable executed legal opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇ Coie LLP, P.C., special counsel to Holdings and the Loan PartiesBorrower, dated the Eighth Amendment Effective Date, in form and substance reasonably acceptable to the Administrative Agent; (h) insurance certificates in form and substance reasonably satisfactory to the Successor Administrative Agent demonstrating that the insurance policies required by Section 6.07 of the Credit Agreement are in full force and addressing such matters relating to this Amendment as effect and have all endorsements required by Section 6.07 of the Successor Administrative Agent may reasonably request;Credit Agreement; and (vii) a copy the results of recent UCC Lien searches with respect to each of the notice delivered Loan Parties to the extent reasonably required by a Responsible Officer the Administrative Agent, and such results shall reveal no Liens on any of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to assets of the Borrower), to each Local Agent in respect Loan Parties except for Liens permitted under Section 7.01 of each outstanding Local the Credit Facility pursuant to the requirements of Section 5.4(c)Agreement.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Closing Date each of the following, each (in the case of clauses (i) through (iv), (vii) and (viii)) dated as of the Effective Closing Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance reasonably satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, Agreement duly executed by the BorrowerBorrower and, for the account of each Lender having requested the same by notice to the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender Agent and the Required LendersBorrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes conforming to the requirements set forth in Section 2.14(e); (ii) the Consent, Agreement Guaranty and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Security Agreement, duly executed by each Guarantor, together with (A) copies of UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the Guarantorstermination of such prior filings that are not in respect of any Permitted Lien, in each case as may be reasonably requested by the Administrative Agent, (B) all documents representing all certificated Securities required to be pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank and (C) all Control Agreements that, in the reasonable judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan REVOLVING CREDIT AGREEMENT [DAYTON SUPERIOR CORPORATION] 49 Documents as of the Closing Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution; (iii) (x) the DBNY Resignation and Assignment Intercreditor Agreement, in the form attached hereto as Exhibit B, duly executed and delivered by the BorrowerAdministrative Agent, the GuarantorsTerm Loan Administrative Agent, the Existing Agent Borrower and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredother Loan Parties; (iv) certified copies a duly executed favorable opinion of resolutions counsel to the Loan Parties in New York, addressed to the Administrative Agent, the L/C Issuers and the Lenders and addressing such matters as the Administrative Agent may reasonably request; (v) a copy of the Board of Directors or Sole Member, as applicable, each Constituent Document of each Loan Party that is on file with any Governmental Authority in the jurisdiction of organization of such Loan Party, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if required in any such jurisdiction, related tax certificates); (vi) a certificate of the secretary or other officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (vi) above, that there have been no changes from such Constituent Document so delivered) and (C) the resolutions of such Loan Party's board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of this Amendment and the other each Loan Documents delivered in connection herewith Document to which such Loan Party is a party; (vvii) a favorable opinion certificate of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel a Responsible Officer of the Borrower to the effect that (A) each condition set forth in Section 3.2(b) has been satisfied, (B) the Loan PartiesParties taken as a whole are Solvent after giving effect to the initial Loans and Letters of Credit, the consummation of the Related Transactions, the application of the proceeds thereof in accordance with Section 7.9 and the payment of all fees and expenses related hereto and thereto and (C) attached thereto are complete and correct copies of each Related Document (other than the payoff letter for the Existing Credit Agreement and the Term Loan Documents); (viii) insurance certificates in form and substance reasonably satisfactory to the Successor Administrative Agent demonstrating that the insurance policies required by Section 7.5 are in full force and addressing effect and have all endorsements required by such matters relating to this Amendment as the Successor Administrative Agent may reasonably requestSection 7.5; (viix) a copy of the notice delivered by a Responsible Officer interim unaudited monthly and quarterly Financial Statements of the Borrower and its Subsidiaries through the Fiscal Month or Fiscal Quarter, as applicable, ending September 30, 2007 and each subsequent Fiscal Month and Fiscal Quarter occurring no later than 30 days (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇45 days in the case of monthly and quarterly financing statements for the Fiscal Month and Fiscal Quarter, P.Crespectively, counsel ending December 31, 2007) prior to the Borrower), to each Local Agent in respect Closing Date and for which Financial Statements are available; (a) a pro forma estimated balance sheet of each outstanding Local Credit Facility pursuant the Borrower and its Subsidiaries at the last day of the Fiscal Month for which Financial Statements are available prior to the requirements Closing Date (so long as such date is not more than 60 days prior to the REVOLVING CREDIT AGREEMENT [DAYTON SUPERIOR CORPORATION] 50 Closing Date) after giving effect to the refinancing of Section 5.4(c)the Existing Credit Agreement, the redemption of the Senior Notes and the funding of the Indebtedness hereunder and under the Term Loan Credit Agreement, and (b) the Borrower's business plan which shall include a financial forecast on a monthly basis for the first twelve months after the Closing Date (such financial forecast for the first twelve months to include projected Borrowing Availability for each month) and on an annual basis thereafter through 2012 prepared by the Borrower's management; in each case, with such updates as the Administrative Agent shall reasonably request; and (xi) the other documents listed on the Closing Checklist.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), each in form and substance reasonably satisfactory to the Administrative Agent and the Successor Agent: (i1) counterparts of this AmendmentAmendment that, duly executed by when taken together, bear the signatures of (A) Holdings, (B) UK Holdco, (C) each Borrower, (D) each other Guarantor, and (D) the Administrative Agent, each 2010 Extending 2017-2 Refinancing Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii2) the Consent, Agreement such customary certificates of resolutions or other action of each US Loan Party and Affirmation incumbency certificates of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by Responsible Officers of each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment AgreementUS Loan Party, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Membereach case, as applicablethe Administrative Agent may reasonably require evidencing the identity, authority and capacity of each such Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment unless existing resolutions and/or existing incumbency certificates for such Loan Party approving passed in connection with the execution, delivery and performance of Loan Documents are sufficiently broad to authorize the entry into this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party. (3) such other documents as the Lenders or the Administrative Agent may reasonably request to evidence that each US Loan Party is duly organized or formed in its jurisdiction of organization, and that Holdings, UK Holdco, each Borrower and each other Guarantor is validly existing, in good standing in its jurisdiction of organization (to the extent such concept is applicable in the relevant jurisdiction), except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v4) a favorable an opinion of L▇▇▇▇▇ & W▇▇▇▇▇▇▇▇ LLP, P.C., counsel to the Loan Parties, customary in form and substance and reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably requestAgent; (vi5) a copy Borrowing Request requesting the New Term Loans delivered to the Administrative Agent; and (6) a certificate of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel UK Holdco to the Borrower), to effect that each Local Agent of the conditions set forth in respect Sections 2.26 and 5.2 of each outstanding Local the Credit Facility pursuant to the requirements of Section 5.4(c)Agreement have been satisfied; and

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Partiesits reasonable discretion, in form and substance reasonably satisfactory to the Successor Administrative Agent Agent: (i) this Agreement, duly executed and addressing such matters relating delivered by the Borrowers and, for the account of each Lender requesting the same, a Note of the Borrowers conforming to this Amendment as the Successor Administrative Agent may reasonably requestrequirements set forth herein; (viii) a copy the Pledge Agreement, in the form of Exhibit G (as modified, amended, restated and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Pledge Agreement”) duly executed and delivered by FairPoint and each Subsidiary listed on Annex IX; (iii) the Security Agreement, in the form of Exhibit I (as modified, amended, restated and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Security Agreement”) duly executed and delivered by the Borrowers and the Guarantors, together with each of the notice delivered by following: (A) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a Responsible Officer recent date, listing all effective financing statements that name any Credit Party as debtor and that are filed in the state or other jurisdiction of incorporation or organization of such Credit Party, together with copies of such other financing statements that name any Credit Party as debtor (none of which shall cover any of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇Collateral, P.C, counsel except to the Borrowerextent evidencing Permitted Liens); and (B) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to create, maintain, effect, perfect, preserve, and protect the security interests purported to be created by the Security Documents have been taken; and (iv) the Subsidiary Guaranty, in the form of Exhibit J hereto (as modified, amended, restated and/or supplemented from time to time in accordance with the terms hereof and thereof, the “Subsidiary Guaranty”) duly authorized and executed by each Local Agent in respect Subsidiary of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)FairPoint listed on Annex X.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on the Effective Date each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating (except for any Term Loan Notes) in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrowers and each other party hereto, and, for the account of each Lender requesting the same a reasonable time prior to this Amendment as the Successor Administrative Agent may reasonably requestEffective Date, a Term Loan Note or Term Loan Notes of the Borrowers conforming to the requirements set forth herein; (ii) the Security Agreement, substantially in the form of Exhibit K, and the Deposit Account Security Agreement, substantially in the form of Exhibit M, in each case duly executed and delivered by the applicable Loan Parties; (iii) the Guaranty Agreement duly executed and delivered by the applicable Loan Parties; (iv) the Revolving Credit Agreement, duly executed by the Borrowers and each other party thereto; (v) the Second Lien Credit Agreement, duly executed by the Borrowers and each other party thereto; (vi) a copy the Intercreditor Agreement, duly executed and delivered by each party thereto, substantially in the form of Exhibit J and in full force and effect as of the notice delivered by a Responsible Officer Effective Date; (vii) an opinion of the Borrower (or by an authorized attorney at i) K▇▇▇▇▇▇▇ and E▇▇▇▇ LLP, counsel to the Loan Parties, (ii) G▇▇▇▇▇▇▇▇ Traurig, P.CLLP, local counsel to the BorrowerLoan Parties, and (iii) the firms listed in Schedule 3.1(a)(vii), each in form and substance reasonably satisfactory to each Local Agent in respect the Administrative Agent; (viii) a good standing certificate of each outstanding Local Credit Facility Loan Party, certified as of a recent date by the Secretary of State of the state of organization or formation of such Loan Party; (ix) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) that attached thereto are the certificate of incorporation (or equivalent Constituent Document) and by-laws (or equivalent Constituent Document) of such Loan Party as in effect and delivered to the Administrative Agent certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization and (C) that attached thereto are the resolutions of such Loan Party’s board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; (x) a certificate of a Responsible Officer to the effect that (A) there is no Default or Event of Default which has occurred and is continuing under this Agreement, (B) the representations and warranties set forth in Article IV and in the other Loan Documents are true and correct in all material respects as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct on and as of such earlier date (except that any representation or warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects) and (C) except for any demands that have been settled pursuant to the requirements Settlement Documents, no Joint Venture of the Administrative Borrower or any of its Subsidiaries and no creditor of any such Joint Venture has made a demand, monetary or otherwise, against the Administrative Borrower or any of its Subsidiaries; (xi) a solvency certificate confirming the solvency of the Administrative Borrower and its subsidiaries on a consolidated basis substantially in the form of Exhibit I, signed by the chief financial officer of the Administrative Borrower; (xii) a Borrowing Base Certificate for the period ending June 30, 2007, certifying an Available Revolving Credit (as defined in the Revolving Credit Agreement) after giving effect to all Loans and all Revolving Loans made on the Effective Date of not less than $175,000,000; provided, however, that for the purposes of such Borrowing Base Certificate, no Mortgage delivered on the Effective Date shall be required to have satisfied clause (i) of the definition of “Mortgage Requirements”; (xiii) the financial statements described in Section 5.4(c)4.4 and the Five Year Projections; (xiv) an opinion of solvency of AlixPartners, LLP in form and substance reasonably satisfactory to the Administrative Agent; (xv) a duly executed Notice of Borrowing; and (xvi) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Second Amendment and Restatement Effective Date each of the following, each dated as of the Second Amendment and Restatement Effective Date (or such other date as may be indicated below) unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agenteach Lender: (i) this AmendmentThis Agreement, duly executed and delivered by the Borrower and each of the other parties intended to be signatory hereto and thereto. (ii) The Amended and Restated Security Agreement, duly executed by the Borrowerrelevant grantors thereunder. (iii) a certificate of the President, Chief Executive Officer or Chief Financial Officer of the Borrower certifying that as of the Second Amendment and Restatement Effective Date: (A) the representations and warranties of the Loan Parties set forth in any Loan Document shall be true and correct on and as of such date, (B) no Default has occurred and is continuing, (C) since March 31, 2014, there has been no Material Adverse Effect, (D) the Convertible Notes have been issued and the proceeds thereof have been, or contemporaneously with the Second Amendment and Restatement Effective Date, will be applied to repay the Initial Term Loans in full, and (E) the net cash proceeds of the Convertible Notes, after giving effect to the repayment in full of the Initial Term Loans, are equal to at least $7,000,000. (iv) To the extent requested by the Lenders, duly executed opinions of counsel to the Loan Parties, each addressed to the Joint Lead Arrangers, the Collateral Agent, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender the Issuing Banks and the Required Lenders; (ii) Lenders and addressing such matters as the ConsentAdministrative Agent or Lenders may request, Agreement and Affirmation of Guaranty substantially in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors;opinions rendered on the Initial Closing Date. (iiiv) (x) To the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed extent requested by the BorrowerLenders, the Guarantors, the Existing Agent and the Successor Agent, dated as a copy of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction and certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in its jurisdiction of organization and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates; provided that such related tax certificates may be provided within thirty (30) days following the Second Amendment and Restatement Effective Date). (vi) To the extent requested by the Lenders, a certificate of the secretary or other officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification and (C) the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of this Amendment and the other each Loan Documents delivered in connection herewith Document to which such Loan Party is a party;. (vvii) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to A certificate from the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Chief Financial Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇demonstrating, P.Cas of the Second Amendment and Restatement Effective Date, counsel that the Borrower’s Minimum Liquidity, after giving effect to the Borrower)receipt of the net cash proceeds of the Convertible Notes, to each Local Agent in respect of each outstanding Local Credit Facility pursuant is $5,000,000 or greater. Such certificate shall be addressed to the requirements Administrative Agent and accompanied by a Budget for each of Section 5.4(cthe fiscal years ended March 31, 2016 (the “2016 Budget”) and March 31, 2017 (the “2017 Budget”).

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendmenta certificate of an Authorized Officer of the Borrower certifying (i) as to its organizational or constitutional documents, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consentas to its resolutions or other action of its board of directors, manager or members approving this Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (other Transaction Documents and the “Guarantor Consent”)transactions contemplated hereby and thereby, duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation that its representations and Assignment Agreement, warranties set forth in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent this Agreement and the Successor Agent, dated other Transaction Documents to which it is a party are true and correct in all material respects as of the date hereof First Amendment Date (except to the extent such representations and (y) the “Effective Date” underwarranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as defined inof such earlier date), the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies to its knowledge, that no Default or Event of resolutions of Default has occurred and is continuing, and (v) as to the Board of Directors or Sole Member, as applicable, incumbency and specimen signature of each Loan Party approving the execution, delivery and performance of its Authorized Officers authorized to execute this Amendment Agreement and the other Loan Transaction Documents delivered in connection herewith to which such Loan Party it is a party; (vii) a favorable opinion legal opinions (addressed to each of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., the Secured Parties) of counsel to the Loan PartiesBorrower covering customary corporate matters under New York and Delaware law and such other matters as the Administrative Agent and its counsel shall reasonably request, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably requestAgent; (viiii) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at executed L▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Letter, P.Cdated as of the date hereof; (iv) the executed Administrative Agent Fee Letter, counsel dated as of the date hereof; (v) an executed affirmation and consent of the Limited Guarantor and Investment Manager regarding the amendments to the Borrower)Existing Credit Agreement set forth in this Agreement, to each Local including Section 11.25 hereof; and (vi) such other instruments, certificates and documents from the Credit Parties as the Administrative Agent in respect of each outstanding Local Credit Facility pursuant to and the requirements of Section 5.4(c)Lenders shall have reasonably requested.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) evidence of the consummation of the Merger on terms reasonably satisfactory to the Administrative Agent; (ii) this Amendment, duly executed by each of the BorrowerBorrower and Holdings, on behalf of itself and each other Loan Party, and the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (iiiii) the Consentan Acknowledgment and Consent to Amendment, Agreement and Affirmation of Guaranty in the form attached set forth hereto as Exhibit A (the “Guarantor Consent”)A, duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredRequired Lenders; (iv) certified satisfaction of the Collateral and Guarantee Requirements as required under the Credit Agreement, as amended hereby, with respect to ANR, Inc. (notwithstanding that ANR, Inc. is not a Domestic Subsidiary Loan Party), including: (1) a counterpart of the Assumption Agreement to the Guarantee and Collateral Agreement duly executed and delivered to the Administrative Agent on behalf of ANR, Inc. (2) delivery to the Administrative Agent of a completed Perfection Certificate in respect of ANR, Inc. dated the Effective Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the UCC (or equivalent) filings made with respect to ANR, Inc. in the jurisdictions contemplated by the Perfection Certificate and copies of resolutions the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 of the Board of Directors Credit Agreement or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a partyhave been released; (v3) the execution and delivery to the Administrative Agent of all documents, financing statements, agreements and instruments, and the taking of all such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents and recordings of Liens in stock registries), that may be required under any applicable law, or that the Administrative Agent may reasonably request and delivery of evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents; and (4) delivery to the Administrative Agent, on behalf of itself, the Collateral Agent, the Lenders and each Issuing Bank dated as of the Effective Date, a favorable written opinion of Bartlit ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, P.C.▇▇ & ▇▇▇▇▇ LLP, counsel to for the Loan Parties, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel and Vice President of the Borrower and ANR, Inc. in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing covering such matters relating to this Amendment the Loan Documents, as amended and supplemented pursuant to the terms hereof, as the Successor Administrative Agent shall reasonably request. (iv) such additional documentation as the Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)require.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Restatement Date (unless otherwise specified below), each of the following, each dated as of the Effective Date (Restatement Date, unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agenteach Lender: (i) this Amendment, Agreement duly executed by each Borrower and, for the Borrower, account of each Lender having requested the same by notice to the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender Agent and the Required LendersBorrowers received by each at least 1 Business Days prior to the Restatement Date (or such later date as may be agreed to by the Borrowers), Notes conforming to the requirements set forth in Section 2.8(e); (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Security Agreement, duly executed by each Borrower, together with, to the extent not delivered to Administrative Agent under the terms of the GuarantorsOriginal Credit Agreement, (A) copies of UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Administrative Agent in the Collateral, in each case as may be reasonably requested by the Administrative Agent and (B) all documents representing all Equity Interests being pledged pursuant to such Security Agreement and related undated powers or endorsements duly executed in blank; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, Mortgage Amendment Documents duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredeach respective Borrower for each Facility; (iv) certified copies of resolutions of the Board of Directors or Sole MemberThe Limited Recourse Guaranty, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a partyduly executed by Emeritus; (v) a favorable opinion The Environmental Indemnity, duly executed by Emeritus and the Borrowers; (vi) The state of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel title to the Loan PartiesReal Property shall be satisfactory to the Administrative Agent and the Mortgages, as amended by the Mortgage Amendments shall be insured by a date down endorsement and a mortgage modification endorsement to the mortgagee title insurance policies issued under the terms of the Original Credit Agreement, all in form and substance reasonably acceptable to the Administrative Agent. (vii) The Administrative Agent shall have received the following, all in form and substance reasonably satisfactory to the Successor Administrative Agent in its sole and absolute discretion: (A) No-change affidavits with respect to the As-Built Surveys; (B) copies of all recent real estate tax bills, with proof of payment if due, together with evidence that each parcel of Real Property is a separately identifiable tax lot; and (C) evidence reasonably satisfactory to the Administrative Agent that the improvements on the Real Property are not within a special flood hazard area and is not eligible for flood insurance under the U. S. Flood Disaster Protection Act of 1973, as amended. (viii) duly executed favorable opinions of counsel to the Borrowers in New York addressed to the Administrative Agent and the Lenders and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (viix) a copy of each Constituent Document of each Borrower that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority or a Responsible Officer, together with, if applicable, certificates from such Governmental Authority attesting to the notice delivered by good standing of such Borrower in such jurisdiction and each other jurisdiction where such Borrower is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (x) a certificate of a Responsible Officer of each Borrower in charge of maintaining books and records of such Borrower certifying as to (A) the names and signatures of each Responsible Officer of such Borrower authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Borrower attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (v) above, that there have been no changes from such Constituent Document so delivered) and (C) if applicable, the resolutions of such Borrower’s board of directors or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇other appropriate governing body approving and authorizing the execution, P.C, counsel delivery and performance of each Loan Document to which such Borrower is a party; (xi) a certificate of a Responsible Officer of each Borrower to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant effect that (A) after giving effect to the requirements Loan, (1) the representations and warranties set forth in any Loan Document are true and correct in all material respects as of the Restatement Date, and (2) no Event of Default shall be continuing, and (B) the Borrowers taken as a whole are Solvent after giving effect to the Loans, the application of the proceeds thereof in accordance with Section 5.4(c)7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto; (xii) insurance certificates in form and substance satisfactory to the Administrative Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; and (xiii) such other documents and information with respect to the Facilities or the Borrowers as any Lender through the Administrative Agent may reasonably request.