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 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 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 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 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 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 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 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 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-2 Term Loan Lenders, the Tranche R-2 Revolving Credit Lenders, the Required Lenders (provided that the determination of the Required Lenders for purposes of the Amendments shall be made after giving effect to the Incremental Borrowing and the application of proceeds of the Incremental Tranche B-2 Term Loans), 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, in the case of the Borrower, the Incremental Borrowing, 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, 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 5 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 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 First Lien Term Loan 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) the financial statements described in Section 5.4(c)4.4 and the Five Year Projections; (xiii) an opinion of solvency of AlixPartners, LLP in form and substance reasonably satisfactory to the Administrative Agent; (xiv) a duly executed Notice of Borrowing; 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 Administ▇▇▇▇▇▇ 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 AgentHarbert and in 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 Revolving Lender and a 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 in su▇▇▇▇▇▇▇all▇ ▇▇e form of Exhibit H-1 (Form of Opinion of Counsel for the Loan Parties) and Affirmation of Guaranty (B) general counsel to the Loan Parties, in substantially the form attached hereto as of Exhibit A H-2 (Form of Opinion of General Counsel for the “Guarantor Consent”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) (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 certificates of the date hereof and (y) Secretary of State of the “Effective Date” understate of organization of each Loan Party, and as defined in, attesting to the DBNY Resignation and Assignment Agreement shall have occurredgood standing of each such Loan Party; (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 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 (C) 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 and by-laws (or equivalent Constituent Documents) of such Loan Party is a partyfrom the certificate of incorporation and by-laws (or equivalent Constituent Documents) delivered to the Administrative Agent on the Initial Closing Date; (v) a favorable opinion certificate of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel a Responsible Officer to the effect that (A) the condition set forth in Section 3.2(b) has been satisfied and (B) no litigation not listed on Schedule 4.6 (Litigation) shall have been commenced against any Loan Parties, in form and substance reasonably Party or any of its Subsidiaries that would have a Material Adverse Effect; (vi) evidence satisfactory to the Successor Administrative Agent of the receipt of the consents, authorizations and addressing approvals, and the making of the filings, listed on Schedule 4.2; (vii) true and correct copies, certified as to authenticity by the Borrower, of all agreements and documents among the Borrower, any other Loan Party and Harbert related to the Term Loan; and (viii) 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 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 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 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 2 Effective Date: (i) this Amendment, duly executed by the BorrowerBorrower Representative, the Administrative Agent, Agent and each 2010 Extending Tranche A Term Lender, each 2010 Extending Revolving Loan Lender and the Required Lenderscommitting to make New Tranche A Term Loans; (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 Incremental Tranche A Term 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 A Term Loans; (iv) certified copies 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 2 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; 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 A 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; (vvi) 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; (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 New Tranche A 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 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, 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, each Subsidiary Guarantor and the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and Agent (on behalf of the Required Lenders); (ii) the Consent, Agreement amendment to the Guaranty and Affirmation of Guaranty in to the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Security Agreement, in the form attached set forth hereto as Exhibit BC (the “GSA Amendment”), duly executed by the Borrower, the Guarantors, the Existing Agent each Subsidiary Guarantor and the Successor Agent, dated as Administrative Agent (on behalf of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredRequired Lenders); (iviii) certified copies a certificate of resolutions of the Board of Directors each Obligor, duly executed and delivered by such Obligor’s Secretary or Sole MemberAssistant Secretary, managing member or general partner, as applicable, as to (A) resolutions of each Loan Party approving such Obligor’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of this Amendment applicable to such Obligor and the execution, delivery and performance of this Amendment and the other GSA Amendment and the transactions contemplated hereby and thereby, (B) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Documents Document to be executed by such Obligor and (C) the full force and validity of each Organic Document of such Obligor and copies thereof; (iv) a solvency certificate in form and substance satisfactory to the Administrative Agent, dated the Third Amendment Effective Date, duly executed and delivered in connection herewith to which such Loan Party is a party;by the chief financial or accounting Authorized Officer or Treasurer of the Borrower; and (v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇an Acknowledgment and Consent to Amendment, P.C.in the form set forth hereto as Exhibit A, counsel duly executed by Lenders constituting the Required Lenders immediately prior 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 effectiveness 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)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 (in the case of clauses (i) through (iv), (vii) and (viii)) dated as of the Effective Closing Date (TERM LOAN CREDIT AGREEMENT [DAYTON SUPERIOR CORPORATION] 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 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 GuarantorsRevolving Credit 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 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) the Loan PartiesParties taken as a whole are TERM LOAN CREDIT AGREEMENT [DAYTON SUPERIOR CORPORATION] 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 (B) attached thereto are complete and correct copies of each Related Document (other than the payoff letter for the Existing Credit Agreement and the Revolving 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 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 Revolving 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 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, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative AgentAgents), in form and substance satisfactory to the Administrative Agent and the Successor AgentAgents: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, the Syndication Agent and each 2010 Extending Term Revolving 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) the Acknowledgment and Consents, each in the form attached hereto as Exhibit B (each, a “Lender Consent”), duly executed by the Lenders constituting the Required Lenders; (iv) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit BC, 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” Date under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (ivv) 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 partyparty to; (vvi) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent Agents, addressed to the Agents and the Lenders and addressing such matters relating to this Amendment as any Lender through the Successor Administrative Agent may reasonably request; (vivii) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.CP.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: (i) this Amendment, duly Agreement executed by the Additional Tranche B-4 Term Loan Lender, the Additional Tranche B-5 Term Loan Lender, the Converting 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, in the case of the Borrower, the Incremental Borrowings, and that such resolutions have not been modified, rescinded or amended and are in full Table of Contents 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 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 BorrowerBorrowers 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 LendersBorrowers conforming to the requirements set forth herein; (ii) the ConsentGuaranty, Agreement duly executed and Affirmation delivered by Holdings and each Domestic Subsidiary (other than an Inactive Subsidiary) that has guaranteed the Term Loan Facility; (iii) the Pledge and Security Agreement, duly executed and delivered by Holdings and each of Guaranty its Domestic Subsidiaries; (iv) the Master Assignment and Resignation Agreement, in substantially 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 BO, duly executed by the BorrowerBorrowers, the Guarantors, the Existing Agent and under the Successor Existing Credit Agreement 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; (ivv) certified Assignments of the mortgages delivered under the Existing Credit Agreement in favor of the Existing Agent for all of the owned Real Properties of the Loan Parties identified on Schedule 4.19 (Real Property) (except as may be agreed to by the Administrative Agent), together with down-date endorsements of existing title policies for each of the owned Real Properties in favor of the Administrative Agent insuring the mortgages as assigned by the assignments and copies of resolutions all other Mortgage Supporting Documents relating thereto available to the Borrowers; (vi) a favorable opinion of (A) ▇▇▇▇▇▇ & Bird LLP, counsel to the Loan Parties, in substantially the form of Exhibit G (Form of Opinion of Counsel for the Loan Parties) and (B) counsel to the Loan Parties in North Carolina and Virginia, 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. (vii) a copy of the Board articles or certificate of Directors incorporation (or Sole Memberequivalent Constituent Document) of each Loan Party, certified as applicableof a recent date by the Secretary of State of the state of organization or formation of such Loan Party, in each case together with certificates of such official attesting to the good standing of each such Loan Party in such state, and certificates regarding the good standing of such Loan Parties issued by the Secretaries of State of the jurisdictions set forth on Schedule 3.1 (a) (vii) (Foreign Qualifications); (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 Financing Agreement or other document required hereunder to be executed and delivered by or on behalf of such Loan Party on or before the Effective Date, (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 Financing Agreements 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 (vii) above; (vix) certificates of insurance evidencing that the insurance policies required by Section 7.5 (Maintenance of Insurance) 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 liability and property insurance policies to be maintained with respect to the properties of the Borrowers and their Subsidiaries that constitute Collateral, subject to the Intercreditor Agreement; and (x) a favorable opinion certificate of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel a Responsible Officer to the Loan Partieseffect that (A) the representations and warranties set forth in Article IV (Representations and Warranties) and in the other Financing Agreements shall be true and correct in all material respects on and as of the Closing Date and shall be true and correct in all material respects on and as of any such date after 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 form which case such representations and substance reasonably satisfactory to warranties shall have been true and correct in all material respects as of such earlier date; and (B) no Default or Event of Default shall have occurred and be continuing. (xi) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through 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 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 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 New Term B Lender; (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 Borrower, Holdings and each Restricted Subsidiary which was a Loan Party immediately prior to the execution of the Guarantorsthis Amendment; (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, (i) certifying compliance with the Guarantorsrequirements of Section 3.3; (ii) attaching a certified copy of the Purchase Agreement and related disclosure schedules redacted by Borrower to delete certain nonpublic information; and (iii) certifying that, except as otherwise contemplated herein, including without limitation with respect to the timing of the deliverables contemplated in this Section 3 and Section 5 below, the Existing Agent and Acquisition has satisfied the Successor Agent, dated as requirements of a Permitted Acquisition under the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredCredit Agreement; (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 Acquisition, the extension of Directors the Incremental Term B Loans on the Sixth Amendment Effective Date and the application of the proceeds thereof, are Solvent; (e) The Acquisition Company and each of its Subsidiaries after giving effect to the Acquisition (other than any Excluded Subsidiary) (i) shall have executed and delivered to the Administrative Agent (other than with respect to Excluded Assets) (i) a supplement to the Guaranty and Security Agreement and (ii) Intellectual Property Security Agreements; (f) The Administrative Agent shall have received (i) any and all certificates representing Equity Interests (other than Excluded Assets) of the Acquisition Company and its Subsidiaries after giving effect to the Acquisition or, if applicable in the case of Equity Interests of any Foreign Subsidiary, the Borrower shall have caused the legal representative(s) of such Subsidiary to register the transfer of the Equity Interests (other than Excluded Assets) in the relevant share registers of such Subsidiary, in each applicable case accompanied by undated stock powers or Sole Memberother appropriate instruments of transfer executed in blank and, to the extent required by the Guaranty and Security Agreement or other Collateral Documents, instruments, if any, evidencing the intercompany debt held by the Acquisition Company or such Subsidiaries, if any, endorsed in blank to the Administrative Agent or accompanied by other appropriate instruments of transfer; and (ii) all proper financing statements, duly prepared for filing under the UCC necessary in order to perfect and protect the Liens created under the Guaranty and Security Agreement (in the circumstances and to the extent required under such Guaranty and Security Agreement), covering the Collateral of the Acquisition Company and its Subsidiaries after giving effect to the Acquisition as applicabledescribed in the Guaranty and Security Agreement; (A) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party approving (including, as applicable, the Acquisition Company and all of its Subsidiaries after giving effect to the Acquisition), 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 such Loan Party 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 Sixth 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 Sixth 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 Incremental 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 (h)(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; (vh) a favorable executed legal opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇ Coie LLP, P.C., special counsel to the Loan PartiesParties dated the Sixth 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 request;Lenders, and their successors, assigns and participants permitted under the Credit Agreement; and (vii) a copy the results of recent UCC Lien searches with respect to each of the notice delivered Loan Parties and the Target and its Subsidiaries 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 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 AgentFirst Amendment Effective Date: (i) this Amendment, duly executed by the BorrowerBorrowers, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Incremental 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 Incremental 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 Term Loans; (iv) certified copies of resolutions of the Board of Directors Directors, the Board of Managers or Sole Member, as applicable, of each Loan Party approving the incurrence of the New Term Loans and the execution, delivery and performance of this Amendment Amendment, the Guarantor Consent 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) if and to the extent required under the Local Credit Facility Intercreditor Agreement, a copy of the notice delivered by a Responsible Officer of the US Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the US 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 Funding Date each of the following, each dated as of the Effective Funding Date (unless otherwise indicated or agreed to by the Administrative Agent Agent, in form and substance reasonably satisfactory to the Successor Administrative Agent: (i) this Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, an Initial Loan Note or Initial Loan Notes of the Borrower conforming to the requirements set forth herein; (ii) a favorable opinion of ▇▇▇▇▇▇ Landsen ▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to the Loan Parties, in substantially the form of Exhibit I (Form of Opinion of Counsel for the Loan Parties), in form and substance satisfactory to the Administrative Agent, and in the case of all legal opinions delivered pursuant to this Agreement, addressed to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, Lenders and addressing such other matters as any Lender through 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 GuarantorsAgent may reasonably request; (iii) (x) the DBNY Resignation a copy of each Related Document certified as being complete and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed correct 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 “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions a copy of the Board articles or certificate of Directors incorporation (or Sole Memberequivalent Organization 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 in such State as of a recent date; (v) 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 any other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Organization 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 Organization Document) of such Loan Party is a party; from the certificate of incorporation (vor equivalent Organization Document) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel 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 (iv) above; (vi) a copy certificate of the notice delivered by chief financial officer of the Borrower stating in reasonable detail that the Borrower is Solvent after giving effect to the initial Borrowing, the application of the proceeds thereof in accordance with Section 6.19 (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; (vii) a certificate of a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower)effect that (A) the conditions set forth in Section 5.01(i) below have been satisfied and (B) there shall be no action, investigation or proceeding (whether an individual proceeding or a series of related proceedings) or development in any action, investigation or proceeding (whether an individual proceeding or a series of related proceedings) that has had or could reasonably be expected to each Local have a Material Adverse Effect or have a material adverse effect on the ability of the parties to consummate the Transactions, the funding of the initial Borrowing under this Agreement or any of the other Transactions; (viii) a certificate of a Responsible Officer of the Borrower specifying all information necessary for the Administrative Agent in respect and the Lenders to issue wire transfer instructions on behalf of each outstanding Local Credit Facility pursuant of the Loan Parties for the initial Borrowing to be made under this Agreement, including sources and application of funds, disbursement authorizations, in form reasonably acceptable to the requirements Administrative Agent; (ix) evidence reasonably satisfactory to the Administrative Agent that the insurance coverage required by Section 7.07 (Maintenance of Section 5.4(c)Insurance) is in full force and effect; and (x) such other certificates, documents, agreements and information (including information with respect to Environmental Liabilities) respecting any Loan Party as any Lender through any Administrative Agent may reasonably request.

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 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: (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 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 Agent and the Successor Administrative Agent shall have received 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 reasonably satisfactory to the Administrative Agent and the Successor Agent: (i) 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 Guarantor, (D) the Consenting Required Lenders and (E) the Term Lender, each 2010 Extending Revolving Lender and the Required B-1 Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly a Note executed by each the Borrowers in favor of a Term B-1 Lender if such Term B-1 Lender requests a Note reasonably in advance of the GuarantorsAmendment Effective Date; (iii) a Borrowing Request relating to the Term B-1 Loans, delivered to the Administrative Agent (xwhich notice must be received by the Administrative Agent prior to (A) 12:00 noon, New York City time, two Business Days prior to the DBNY Resignation and Assignment AgreementAmendment Effective Date, in the form attached hereto as Exhibit Bcase of ABR Loans, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (yB) 2:00 P.M., New York City time, three Business Days prior to the “Amendment Effective Date” under, and as defined in, Date in the DBNY Resignation and Assignment Agreement shall have occurredcase of Eurodollar Loans); (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Amended and Restated Tower LLC 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 partyAgreement; (v) such customary certificates of resolutions or other action, incumbency certificates of Responsible Officers of Holdings, the Borrowers and each Guarantor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a favorable Responsible Officer in connection with this Amendment; (vi) such other documents as the Lenders or the Administrative Agent may reasonably request to evidence that Holdings, the Borrowers and each 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; (vii) a certificate of a Responsible Officer of the Company Borrower to the effect that each of the conditions set forth in Sections 2.19 and 4.2 of the Credit Agreement and this Section 4 have been satisfied; (viii) a Solvency Certificate from a Responsible Officer (after giving effect to the Amendment Transactions taking place on or prior to the date of delivery of such solvency certificate); (ix) an opinion of (v) Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, (w) ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, 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; (vix) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, P.C(y) the general counsel of Onex and (z) ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel in each case, customary in form and substance and reasonably satisfactory to the Borrower), to each Local Administrative Agent; and (x) 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 each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative AgentAgents), in form and substance satisfactory to the Administrative Agent and the Successor AgentAgents: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, the Syndication Agent and each 2010 Extending Term Incremental Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Consent and Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)A, duly executed by each of the Guarantors; (iii) evidence reasonably satisfactory to the Administrative Agent that all existing Indebtedness of K2 has been repaid, other than any such Indebtedness that, following the consummation of the K2 Acquisition, is permitted pursuant to Section 7.03 (xIndebtedness) of the DBNY Resignation Credit Agreement; (iv) a copy of each K2 Acquisition Document certified as being complete and Assignment Agreementcorrect by a Responsible Officer of the Borrower; (v) written commitments duly executed by the applicable Incremental Lenders in an aggregate amount equal to the amount of the Third Facilities Increase and, in the case of each Incremental Lender that is not an existing Lender prior to the date hereof, an assumption agreement in form attached hereto as Exhibit B, and substance reasonable satisfactory to the Agents and the Borrower and duly executed by the Borrower, the Guarantors, the Existing Agent Agents 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 occurredsuch Incremental Lender; (ivvi) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the consummation of the Third Facilities Increase and the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a partyherewith; (vvii) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent Agents, addressed to the Agents and the Lenders and addressing such matters relating to this Amendment Amendment, the Third Facilities Increase and the K2 Acquisition as any Lender through the Successor Administrative Agent may reasonably request;; and (viviii) a copy such additional documentation as the Agents or the Incremental Lenders may reasonably require prior to the execution and delivery of the notice delivered by a Responsible Officer of this Amendment to 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)Agents.

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 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 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 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 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 of each of the Consent, 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 ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, Delaware counsel to the Borrower and Holdings, in substantially the form of Exhibit F-2 (Form of Opinion of Delaware Counsel for the Borrower and Holdings), and (C) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, P.C.General Counsel of Holdings and the Borrower, counsel in substantially the form of Exhibit F-3 (Form of Opinion of General Counsel). (iv) a copy of the 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; (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 PartiesParty 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 equivalent Constituent Document) of such Loan Party as in form effect on the date of such certification, (C) the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) approving and substance reasonably satisfactory 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 Successor Administrative Agent and addressing certificate of incorporation (or equivalent Constituent Document) of such matters relating Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to this Amendment as the Successor Administrative Agent may reasonably requestclause (iv) above; (vi) the Fee Letter, duly executed by the parties thereto; and (vii) a copy duly executed Assignment and Acceptance of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at A) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Capital Corporation, P.Cas assignor, counsel to the Borrower)and Wachovia Bank, to each Local Agent in respect of each outstanding Local National Association, as assignee, (B) Macquarie Bank Limited, as assignor, and Macquarie Finance Americas Inc., as assignee, (C) Credit Facility pursuant to the requirements of Section 5.4(c)Suisse/First Boston, as assignor, and Macquarie Finance Americas Inc., as assignee, and (D) Credit Suisse International FKA, as assignor, and Macquarie Finance Americas Inc., as assignee.

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: (i) a counterpart of this Amendment, duly executed by each Loan Party, the Administrative Agent and addressing such matters relating the Incremental Term Lender; (ii) a solvency certificate signed by the chief financial officer or similar officer, director or authorized signatory of the Parent Borrower, substantially in the form attached as Exhibit A to this Amendment (with such changes as may be agreed by the Parent Borrower and the Administrative Agent); (iii) such customary resolutions or other action of Holdings and each Incremental Borrower as the Successor Administrative Agent may reasonably requestrequire evidencing the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and such documents and certifications (including, without limitation, incumbency certificates, Organization Documents and, if applicable, good standing certificates) as the Administrative Agent may reasonably require to evidence that each of Holdings and the Incremental Borrowers is duly organized or formed, and that each of Holdings and the Incremental Borrowers is validly existing and, if applicable, in good standing; (viiv) a copy an executed legal opinion of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, P.C, special New York counsel to the Borrower)Loan Parties and (B) Loyens & Loeff N.V., to each Local Agent in respect of each outstanding Local Credit Facility pursuant Dutch counsel to the requirements Administrative Agent, in each case, addressed to the Administrative Agent and the Lenders and in form and substance reasonably acceptable to the Administrative Agent; and (v) a Committed Loan Notice from the Borrowers with respect to the 2018 Term Commitment Increase for a single Term Borrowing of Section 5.4(c)a Eurocurrency Rate Loan with an Interest Period ending June 29, 2018.

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, Borrower and each 2010 Extending Term Lender, and, for the account of each 2010 Extending Lender requesting the same, a Revolving Lender and Credit Note or Revolving Credit 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 and delivered by each Restricted Subsidiary of the GuarantorsBorrower, such that after giving effect thereto, the Borrower would be in compliance with Section 6.13; (iii) (x) a favorable opinion of Greenberg Traurig, LLP, counsel to the DBNY Resignation and Assignment Agreement, Loan Parties in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as subs▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇m of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredEXHIBIT G; (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 a recent date by the Secretary of State of the state of organization or formation of such Loan Party, together with certificates of such official attesting to the good standing of each 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) 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 (vor equivalent Constituent Document) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel 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 requestimmediately preceding clause; (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 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 Agent in respect which case such representation and warranties shall have been true and correct on and as of each outstanding Local Credit Facility pursuant to such earlier date; (vii) a Borrowing Base Certificate otherwise complying with the requirements provisions of Section 5.4(c)6.1(i) as of the last day of the month immediately preceding the Effective Date; and (viii) 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 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: (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 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 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): (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) an executed copy of the ConsentFourth Amendment to Credit Agreement with respect to the Existing First Lien Credit Agreement; AMENDMENT NO. 7, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A OF AMERICAN APPAREL (the “Guarantor Consent”USA), duly executed by each of the Guarantors;LLC (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. (iv) lien search results or other evidence reasonably satisfactory to the Administrative Agent (dated as of 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; (v) all documents and instruments, including financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect Liens intended to be created under the Loan Documents with respect to the Parent and all such documents and instruments shall been so filed, registered or recorded to the satisfaction of the Lender; AMENDMENT NO. 7, OF AMERICAN APPAREL (USA), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)LLC

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 the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) This Agreement, the Notes (if requested by any Lender) and each of the other Loan Documents, including, without limitation, the Security Agreement, the Intellectual Property Security Agreements, the Intercompany Subordination and Payment Agreement, in each case fully executed and delivered by all parties thereto; (ii) Copies of all ABL DIP Credit Documents, including copies of all executed counterparts thereof where applicable; (iii) A certificate or certificates of the Secretary or an Assistant Secretary of each Obligor, attesting to and attaching (i) a complete and correct copy of the corporate resolution of such Person authorizing the execution, delivery and performance of each Loan Document to which such Person is a party, certified as of the Effective Closing Date as being in full force and effect without modification, amendment or revocation, (unless otherwise agreed ii) the names, titles and signatures of the officers of such Person authorized to execute and deliver Loan Documents, (iii) a complete and correct copy of each Constituent Document of such Person (as in effect on the Closing Date) that is on file with any Governmental Authority in the jurisdiction, of organization of such Person, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Person in such jurisdiction and (iv) a complete and correct copy of each other Constituent Document of such Person (as in effect on the Closing Date); (iv) [Reserved]; (v) A certificate of a Responsible Officer to the effect that each condition set forth in this Section 3.1 and Section 3.2 has been satisfied; (vi) The executed and favorable legal opinions of counsel for the Obligors addressing such matters as the Administrative Agent may reasonably request; (vii) Evidence of general liability insurance, property, casualty and business interruption insurance, product liability insurance, directors’ and officers’ liability insurance, fiduciary liability insurance, and employment practices liability insurance, as well as insurance against larceny, embezzlement, and criminal misappropriation, in each case with respect to the Successor Administrative insurance coverage required by Section 5.6, together with additional insured / lender’s loss payee endorsements in favor of the Collateral Agent); (viii) Copies of each of the Material Contracts, in form and substance satisfactory to the Administrative Agent and the Successor Agent:in its sole discretion; and (iix) this Amendment, duly executed Updates or modifications to the projected financial statements of the Borrowers and other Obligors previously received by the Borrower, the Administrative Agent, in 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, case 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; (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 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 each of the following, each dated as of the Amendment No. 1 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 this Amendment that, when taken together, bear the signatures of (A) Holdings, (B) the Borrower, (C) the MLP, (D) the Required Lenders and (E) the Incremental Term Loan Lender; (ii) a Note executed by the Borrower in favor of the Incremental Term Loan Lender if the Incremental Term Loan Lender requests a Note reasonably in advance of the Amendment No. 1 Effective Date; (iii) a Notice of Borrowing relating to the Increase; (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 4 have been satisfied and including supporting calculations demonstrating compliance with the Consolidated First Lien Net Leverage Ratio; (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, ; provided that 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 acknowledges that the requirements of Section 5.4(c)this clause (viii) were satisfied on November 19, 2013.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, each dated as of the Amendment No. 3 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 to Agent: (1) counterparts of this Amendment that, when taken together, bear the signatures of (A) Holdings, (B) the Borrower, (C) each Guarantor, (D) the Consenting Lenders together comprising the Required Lenders and (E) each Replacement Term B-3 Lender; (2) such customary certificates of resolutions or other action, incumbency certificates of Responsible Officers of Holdings, the Borrower and each Company Guarantor as the Successor Administrative Agent may reasonably requestrequire evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; (vi3) a copy of such other documents as the notice delivered by a Responsible Officer of Lenders or the Administrative Agent may reasonably request to evidence that Holdings, the 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 (or by 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 authorized attorney at opinion of Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, P.C, counsel customary in form and substance and reasonably satisfactory to the BorrowerAdministrative Agent; and (5) the Administrative Agent shall have received the results of lien searches reasonably requested by the Administrative Agent. (6) a Borrowing Request relating to the Term B-3 Loans delivered to the Administrative Agent (which notice must be received by the Administrative Agent prior to 12:00 noon, New York City time, one Business Day prior to the Amendment No. 3 Effective Date); (7) a Note executed by the Borrower in favor of a Replacement Term B-3 Lender if such Replacement Term B-3 Lender requests a Note, reasonably in advance of the Amendment No. 3 Effective Date; (8) a certificate of a Responsible Officer of the Borrower to the effect that each of the conditions set forth in Sections 2.20 and 4.2 of the Credit Agreement and this Section 4 have been satisfied; and (9) a completed “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Local Agent in Mortgaged Property (together, with respect to each such Mortgaged Property that is determined to be located within a special flood hazard area, with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto and as applicable, evidence of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(cinsurance).

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 AgentAgents), in form and substance satisfactory to the Administrative Agent and the Successor AgentAgents: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, the Syndication Agent and each 2010 Extending Term Revolving 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) the Acknowledgment and Consents, each in the form attached hereto as Exhibit B (each, a “Lender Consent”), duly executed by the Lenders constituting the Required Lenders; (iv) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit BC, 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” Date under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (ivv) 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 partyparty to; (vvi) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent Agents, addressed to the Agents and the Lenders and addressing such matters relating to this Amendment as any Lender through the Successor Administrative Agent may reasonably request; (vivii) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.CP.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 Agents that such notice shall have been delivered by the Borrower to such Local Agents at least three Business Days prior to the Effective Date; and (viii) such additional documentation as the Agents or the Required Lenders may reasonably require prior to the execution and delivery of this Amendment to the Borrower by the Administrative Agent.

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 each of the following, each dated as of the Amendment Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent)Date, in form and substance satisfactory to the Administrative Agent and the Successor Agent:Lender. (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender Guarantor and the Required LendersLender; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each a certificate 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 Secretary or Sole Member, as applicable, an Assistant Secretary of each Loan Party certifying (A) 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 organizational document) from the certificate of incorporation or by-laws (or, in each case, equivalent organizational 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 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 accordance herewith; (iii) a certificate of a Responsible Officer to which such Loan Party is a partythe effect that each of the conditions set forth in clauses (c), (d) and (e) below has been satisfied; (iv) the written consent by Endeavor consenting to this Amendment; (v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, in form amended and substance reasonably satisfactory to restated note evidencing amounts outstanding under the Successor Administrative Agent and addressing such matters relating Credit Agreement after giving effect to this Amendment as and the Successor Administrative Agent may reasonably request;Additional Advance, duly executed by the Borrower; and Amendment No. 2 and Waiver to Credit Agreement American Apparel, Inc. (vi) a copy of such additional instruments and documents as the notice delivered by a Responsible Officer of the Borrower (Agents 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)Agents reasonably may require or request.

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 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 Agent: (i) this Agreement, duly executed and addressing such matters relating delivered by the Borrower, each Guarantor and, for the account of each Lender requesting the same at least two Business Days prior to the Closing Date, a Promissory Note of the Borrower conforming to the requirements set forth herein; (ii) the Pledge and Security Agreement, duly executed and delivered by each Loan Party; (iii) each Deposit Account Control Agreement and Securities Account Control Agreement required to be delivered pursuant to this Amendment Agreement or any other Loan Document; (iv) the executed Notes Forbearance Agreements, each of which shall be (x) in full force and effect and (y) reasonably satisfactory to the Administrative Agent. (v) a Borrowing Base Certificate which calculates the Borrowing Base as of the Successor Administrative Agent may reasonably requestend of April 23, 2010; (vi) (x) a copy customary opinion of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.CLLP, counsel to the Borrower)Debtors and (y) a customary opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, counsel to each Local Agent in respect the Specified Non-Filers; (vii) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each outstanding Local Credit Facility 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 or existence, as applicable, of each such Loan Party; (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 on the Closing Date, (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; (ix) a certificate of a Responsible Officer of the requirements Borrower to the effect that (A) the condition set forth in Section 3.3(b) has been satisfied and (B) there shall exist no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or Governmental Authority that (x) would result in a Material Adverse Change or (y) restrains, prevents or imposes or can reasonably be expected to impose materially adverse conditions upon the Facilities; (x) evidence reasonably satisfactory to the Administrative Agent that the insurance policies required to be maintained by Section 7.5 and any Collateral Document have been obtained and 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 as to which the Administrative Agent shall have reasonably requested to be so named; (xi) the results of recent lien searches conducted in the jurisdictions in which the Loan Parties are organized, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 5.4(c)8.2 or discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Administrative Agent; and (xii) 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 received, on the Effective Date, the following, each dated as of the Effective 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 and the Issuer: (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 Tranche A Notes and the Tranche B Notes to the order of the Tranche A Lenders and Tranche B Lenders, respectively, duly executed by the Borrower, . (iii) A favorable written opinion (addressed to the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender the Issuer and the Required Lenders; (ii) Lenders and dated 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) of (A) Willkie Farr & Gallagher, and as defined incounsel for the Credit Parties, 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 ▇▇ ▇▇▇▇ ▇▇▇ sub▇▇▇▇▇▇ ▇▇tisfactory to the Lenders, P.C., the Issuer and the Administrative Agent (and the Credit Parties hereby instruct such counsel to deliver such opinion to the Loan Administrative Agent, the Issuer and the Lenders) and (B) the general counsel of the Credit Parties, in form and substance reasonably satisfactory to the Successor Lenders, the Issuer and the Administrative Agent (and the Credit Parties hereby instruct such general counsel to deliver such opinion to the Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request;Lenders). (viiv) a copy A letter 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 credit application in respect of each outstanding Local the Letter of Credit Facility pursuant to in the requirements of Section 5.4(c)Issuer's customary form, duly completed and executed by the Borrower.

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 BorrowerBorrowers 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 LendersBorrowers conforming to the requirements set forth herein; (ii) the ConsentGuaranty, Agreement duly executed and Affirmation delivered by Holdings and each Domestic Subsidiary (other than an Inactive Subsidiary) that has guaranteed the Term Loan Facility; (iii) the Pledge and Security Agreement, duly executed and delivered by Holdings and each of Guaranty its Domestic Subsidiaries; (iv) the Master Assignment and Resignation Agreement, in substantially 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 BO, duly executed by the BorrowerBorrowers, the Guarantors, the Existing Agent and under the Successor Existing Credit Agreement 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) Assignments of the mortgages delivered under the Existing Credit Agreement in favor of the Existing Agent for all of the owned Real Properties of the Loan Parties identified on Schedule 4.19 (Real Property) (except as may be agreed to by the Administrative Agent), together with down-date endorsements of existing title policies for each of the owned Real Properties in favor of the Administrative Agent insuring the mortgages as assigned by the assignments and copies of all other Mortgage Supporting Documents relating thereto available to the Borrowers; (vi) a favorable opinion of ▇▇▇▇ (A) ▇▇▇▇▇▇▇, P.C.▇ & Bird LLP, counsel to the Loan Parties, in substantially the form of Exhibit G (Form of Opinion of Counsel for the Loan Parties) and substance reasonably satisfactory (B) counsel to the Successor Loan Parties in North Carolina and Virginia, 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; (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

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 AgentFirst Amendment Effective Date: (i) this Amendment, duly executed by the BorrowerBorrowers, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Incremental 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 Incremental 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 Term Loans; (iv) certified copies of resolutions of the Board of Directors Directors, the Board of Managers or Sole Member, as applicable, of each Loan Party approving the incurrence of the New Term Loans and the execution, delivery and performance of this Amendment Amendment, the Guarantor Consent 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) if and to the extent required under the Local Credit Facility Intercreditor Agreement, a copy of the notice delivered by a Responsible Officer of the US Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the US 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 US Borrower notifies each such Local Agent of the amendments contained herein, certified by a Responsible Officer of the US Borrower as being a true, complete and correct copy of such notice and together with evidence reasonably satisfactory to the Administrative Agent that such notice shall have been delivered by the US Borrower to such Local Agents at least three (3) Business Days prior to the First Amendment Effective Date; and (vii) a certificate of a Responsible Officer of the US Borrower, in form and substance satisfactory to the Administrative Agent, stating that the US Borrower and each of its Subsidiaries on a consolidated basis are Solvent after giving effect to the New Term Loans, the application of 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 Tender Offer 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 (unless otherwise agreed to by the Administrative Agent and the Successor Administrative AgentAgents), in form and substance satisfactory to the Administrative Agent and the Successor AgentAgents: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, the Syndication Agent and each 2010 Extending Term Incremental Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Consent and Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)A, duly executed by each of the Guarantors; (iii) (x) written commitments duly executed by the DBNY Resignation and Assignment Agreementapplicable Incremental Lenders in an aggregate amount equal to the amount of the Fourth Facilities Increase and, in the case of each Incremental Lender that is not an existing Lender prior to the date hereof, an assumption agreement in form attached hereto as Exhibit B, and substance reasonably satisfactory to the Agents and the Borrower and duly executed by the Borrower, the Guarantors, the Existing Agent Agents 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 occurredsuch Incremental Lender; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the consummation of the Fourth Facilities Increase and the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a partyparty to; (v) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent Agents, addressed to the Agents and the Lenders and addressing such matters relating to this Amendment and the Fourth Facilities Increase as any Lender through the Successor Administrative Agent may reasonably request;; and (vi) a copy such additional documentation as the Agents or the Incremental Lenders may reasonably require prior to the execution and delivery of the notice delivered by a Responsible Officer of this Amendment to 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)Agents.

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 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 each on or before the Amendment Effective 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 in sufficient copies for each of the Successor AgentLenders: (i) this Amendment, duly This Amendment executed by the Borrower, the Administrative Agent, Borrower and each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required of Lenders; (ii) An Investment Account Agreement in respect of each Investment Account into which Net Cash Proceeds from the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Rolodex Sale are intended to be deposited initially, duly executed by each of the GuarantorsAdministrative Agent, the Borrower and the financial institution where such Investment Account is located; (iii) To the extent not covered to the satisfaction of the Administrative Agent by an appropriate certificate previously delivered to the Administrative Agent in connection with the Credit Agreement, a certificate of the Secretary or Assistant Secretary of the Borrower dated the Amendment Effective Date certifying (xA) the DBNY Resignation names and Assignment Agreementtrue signatures of the incumbent officers of the Borrower authorized to sign this Amendment, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent each Investment Account Agreement and the Successor Agentother documents to be executed in connection with this Amendment, 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 Borrower's Board of Directors or Sole Member, as applicable, of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment Amendment, each Investment Account Agreement and the other Loan Documents delivered documents to be executed in connection herewith with this Amendment and (C) that there have been no changes in the Certificate of Incorporation or By-Laws of the Borrower since the Closing Date; (iv) Good Standing Certificates certified by the Secretary of State of Delaware relating to which such Loan Party is a partythe Borrower; (v) a A favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., Borrower's counsel as to such matters as 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 shall reasonably request;; and (vi) a copy of Such additional documentation as the notice delivered by a Responsible Officer of Administrative Agent, the Borrower (Co-Agents 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)Requisite Lenders may reasonably require.

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 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 on or prior to the Funding Date each of the following, each dated as of the Effective Closing Date or Funding Date (as determined by the Administrative Agent) 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 and Notes conforming to the requirements set forth in Section 2.10(e), duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required LendersBorrowers; (ii) the Consent, Guaranty and Security Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Canadian Security Documents, duly executed by each Borrower and Guarantor party thereto, together with (A) copies of UCC, PPSA 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, and (B) 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 Funding Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution; (iii) the Pledge Agreement, duly executed by each applicable Borrower, together with (xA) the DBNY Resignation original certificates representing the Stock of any Borrower or Subsidiary pursuant to a Pledge Agreement and Assignment Agreement, (B) a Stock Power (as such term is defined in the form attached hereto as Exhibit BPledge Agreement) executed in blank for each certificate of Stock pledged pursuant to a Pledge Agreement; (iv) the IP Security Agreements, duly executed by the Borrowerappropriate Borrowers, together with duly executed exhibits attached thereto for filing with the GuarantorsU.S. Trademark Office and the U.S. Copyright Office, as appropriate; (v) The Intercreditor Agreement, duly executed by the Existing appropriate Borrowers and the First Lien Agent; (vi) a Mortgage for the Eligible Real Property, duly executed by the applicable Borrowers, together with all Mortgage Supporting Documents relating thereto; (vii) duly executed favorable opinions of counsel to the Loan Parties from (a) M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇, general counsel to the Parent, (b) T▇▇▇▇▇▇▇ & Knight LLP, special U.S. counsel to the Loan Parties, and (c) Fraser M▇▇▇▇▇ Casgrain LLP, special Canadian counsel to the Loan Parties, each 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; (ivviii) certified copies a copy of resolutions of the Board of Directors or Sole Member, as applicable, each Governing 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); (ix) a certificate of the secretary or other Responsible 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 Governing Documents of such Loan Party attached to such certificate are complete and correct copies of such Governing Documents as in effect on the date of such certification (or, for any such Governing Document delivered pursuant to clause (viii) above, that there have been no changes from such Governing 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; (vx) a favorable opinion certificate of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel a Responsible Officer of the Parent to the effect that (A) each condition set forth in Section 3.1(g) has been satisfied and (B) each Loan PartiesParties is, and after giving effect to the Term Loan and the application of the proceeds thereof in accordance with Section 6.22 and the payment of all estimated legal, accounting and other fees and expenses related hereto, shall be, Solvent; (xi) insurance certificates in form and substance reasonably satisfactory to the Successor Administrative Agent demonstrating that the insurance policies required by Section 6.4 are in full force and addressing effect and have all endorsements required by such matters relating Section 6.4; (xii) the Corporate Chart; (xiii) the Perfection Certificate; (xiv) a Business Plan and Projections for Fiscal Year 2007, in each case in form and substance acceptable to this Amendment the Administrative Agent; (xv) an inventory appraisal and collateral audit in form and substance acceptable to the Administrative Agent, prepared by such auditors as are reasonably acceptable to the Successor Administrative Agent; (xvi) such other documents and information as any Lender through 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).

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 indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Successor Administrative Agent: (i) counterparts of this Amendment that, when taken together, bear the signatures of (A) Holdings, (B) the Borrower, (C) the MLP, (D) the Required Lenders and (E) the Incremental Term Loan Lender; (ii) a Note executed by the Borrower in favor of the Incremental Term Loan Lender if the Incremental Term Loan Lender requests a Note reasonably in advance of the Amendment No. 1 Effective Date; (iii) a Notice of Borrowing relating to the Increase; (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 4 have been satisfied and including supporting calculations demonstrating compliance with the Consolidated First Lien Net Leverage Ratio; (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, ; provided that 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 acknowledges that the requirements of Section 5.4(c)this clause (viii) were satisfied on November 19, 2013.

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 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 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 Lenders, the Required Revolving Lenders and each New Term B Lender; (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 3.3; (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 Incremental Term B Loans on the Fifth 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 (except Memphis City Club, Inc., which shall be delivered pursuant to Section 5.2) 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 Fifth 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 Fifth 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 Incremental 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 (e)(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 Fifth 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 request;Lenders, and their successors, assigns and participants permitted under the Credit Agreement;3 (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 (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 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), 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: (1) counterparts of this Amendment that, when taken together, bear the signatures of (A) Holdings, (B) the Borrower, (C) each other Guarantor, (D) the Administrative Agent, in its capacity as such, and (E) the 2021 Incremental Term Lenders, in their capacity as such; (2) a written opinion (addressed to the Administrative Agent and addressing such matters relating to this the 2021 Incremental Term Lenders and dated the First Amendment as Effective Date) of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, New York counsel for the Successor Administrative Agent may reasonably requestLoan Parties; (vi3) a certificate from the chief financial officer of the Borrower certifying that the Borrower and its Subsidiaries on a consolidated basis are Solvent (after giving effect to the incurrence of the 2021 Incremental Term Facility and the application of the proceeds thereof); (4) a certificate of Holdings, the Borrower and each other Loan Party, dated the First Amendment Effective Date, executed by any Responsible Officer (A) either (x) confirming that there have been no changes to the Organizational Documents of the Loan Parties since March 31, 2021 or such later date that such organizational documents were provided as a condition to accession to the Credit Agreement, or (y) if there have been changes to the such Organizational Documents since such date, attaching such Organizational Documents, (B) attaching signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (C) attaching resolutions of the Loan Parties approving and authorizing the execution, delivery and performance of Loan Documents, to which it is a party, certified as of the First Amendment Effective Date and (D) attaching a copy of a good standing certificate (to the notice delivered by extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (5) a Borrowing Request requesting the 2021 Incremental Term Loans in accordance with Section 2.01(b) of the Amended Credit Agreement; (6) a certificate of a Responsible Officer of the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), to effect that each Local Agent of the conditions set forth in respect Sections 2.16(f) 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 Lessor shall have received 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)Lessor, in form and substance reasonably satisfactory to the Administrative Agent and the Successor AgentLessor: (i) this AmendmentAgreement, 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 Consentan opinion of Ropes & ▇▇▇▇ LLP, Agreement counsel to Lessee and Affirmation of Guaranty in the form attached hereto Guarantors addressed to Lessor and addressing such matters as Exhibit A (the “Guarantor Consent”), duly executed by each of the GuarantorsLessor may request; (iii) a copy of the articles or certificate of incorporation (xor equivalent organic or organizational document) the DBNY Resignation of Lessee and Assignment Agreementeach Guarantor, 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 state of organization of Lessee and (y) each Guarantor, together with certificates of such official attesting to the “Effective Date” under, good standing of Lessee and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredeach Guarantor; (iv) certified copies a certificate of the Secretary or an Assistant Secretary of Lessee and each Guarantor certifying (A) the names and true signatures of each officer of Lessee and each Guarantor that has been authorized to execute and deliver this Agreement or other document required hereunder to be executed and delivered by or on behalf of Lessee and each Guarantor, (B) the by-laws (or equivalent organic or organizational document) of Lessee and each Guarantor as in effect on the date of such certification, (C) the resolutions of the Board Lessee’s and each Guarantor’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 (D) that there have been no changes in the other Loan Documents certificate of incorporation (or equivalent organic or organizational document) of Lessee and each Guarantor from the certificate of incorporation (or equivalent organic or organizational document) delivered in connection herewith pursuant to which such Loan Party is a partyclause (iii) above; (v) a favorable opinion an amendment and restatement of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel to the Loan PartiesAcknowledgement Agreement, in form and substance reasonably satisfactory to Lessor, duly executed and delivered to Lessor by each of the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably requestparties thereto; (vi) a copy of the notice Waiver Letter, in form and substance satisfactory to Lessor, duly executed and delivered to Lessor; (vii) true and correct copies, certified by a Responsible Officer of Lessee, of all “Loan Documents” (as defined in the Borrower Credit Agreement); and (viii) one or more Leases executed by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel to the Borrower), to each Local Agent Lessee in respect of each outstanding Local Credit Facility pursuant any and all Rhodium Amounts contained in any Unit subject to the requirements of Section 5.4(c)a Yarns Lease.

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 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 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 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 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 Purchasers shall have received each of the following, each 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 Closing 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 Purchasers: (i) (A) this Agreement duly executed by Holdings, the Company, each Purchaser and the Collateral Agent, (B) the Notes, each duly issued, executed and delivered by the Company and (C) the Warrants, each duly issued, executed and delivered by Holdings; (ii) the Guaranty and Security Agreement, duly executed by the Company and each Guarantor, together with (A) a notation of guaranty (a “Notation of Guaranty”), substantially in the form of Exhibit C hereto, duly executed by each Guarantor, (B) 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 Collateral Agent in the Collateral, in each case as may be reasonably requested by the Collateral Agent, (C) all documents representing all Securities, if any, being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank and (D) all Control Agreements that, in the reasonable judgment of the Collateral Agent, are required for the Note Parties to comply with the Note Documents as of the Closing Date, each duly executed by, in addition to the applicable Note Party, the applicable financial institution; (iii) the Intercreditor Agreement, duly executed by each party thereto; (iv) duly executed favorable opinions of counsel to the Note Parties, each addressed to the Collateral Agent and the Purchasers and addressing such matters relating to this Amendment as the Successor Administrative Agent Purchasers may reasonably request; (viv) a copy of each Constituent Document of each Note 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 notice good standing of such Note Party in such jurisdiction and each other jurisdiction where such Note 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); (vi) a certificate of the secretary or other officer of each Note Party in charge of maintaining books and records of such Note Party certifying as to (A) the names and signatures of each officer of such Note Party authorized to execute and deliver any Note Document, (B) the Constituent Documents of such Note 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), together with the Second Amended and Restated Company LLC Agreement and the Amended and Restated Holdings LLC Agreement, in each case that are intended to become effective on and as of the Closing Date after giving effect to the Related Transactions and (C) the resolutions of such Note Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Note Document to which such Note Party is a party; (vii) a certificate of a Responsible Officer of each of Holdings and the Borrower (or by an authorized attorney at ▇▇▇▇ ▇▇▇▇▇▇▇, P.C, counsel Company to the Borrower)effect that (A) the representations and warranties set forth in any Note Document are true and correct in all material respects on and as of the Closing Date and no Default or Event of Default shall be continuing, (B) both the Note Parties taken as a whole and the Company are Solvent after giving effect to each Local Agent the consummation of the Related Transactions, the application of the proceeds thereof in respect accordance with Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto, (C) all conditions to the Purchasers’ obligations to purchase the Notes have been satisfied and (D) attached thereto are complete and correct copies of each outstanding Local Credit Facility pursuant Related Document; (viii) the Key Man Insurance Policies and insurance certificates in form and substance satisfactory to the requirements Collateral Agent demonstrating that all insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5, together with a collateral assignment of Section 5.4(c)the proceeds of the Key Man Insurance Policies in favor of the Collateral Agent and the Credit Agreement Collateral Agent; and (ix) such other documents and information as any Purchaser may reasonably request.

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 Term Loan 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 Term Loan 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 Agents and such Incremental Term Loan 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 Term Loan 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 existing Term Loan 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 Term Loan 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 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, Agent and each 2010 Extending Term Initial New Revolving Credit Lender, each 2010 Extending Revolving Lender and the Required Lenders; (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, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Ninth Amendment Effective Date” under, and as defined in, certifying compliance with the DBNY Resignation and Assignment Agreement shall have occurredrequirements of Section 3.3; (ivd) certified copies of resolutions a certificate from the Treasurer of the Board Borrower, dated as of Directors the Ninth Amendment Effective Date, certifying that Holdings and its Restricted Subsidiaries, on a consolidated basis, both before and after giving effect to any extension of Replacement Revolving Credit Loans on the Ninth Amendment Effective Date and the application of the proceeds thereof, are Solvent; (e) a certificate of Responsible Officers of each Loan Party dated the Ninth Amendment Effective Date and certifying that each (w) copy of the certificate or Sole Memberarticles of incorporation or organization, as applicableincluding all amendments thereto, of each Loan Party approving delivered pursuant to the Eighth Amendment remains in full force and effect and has not been further amended, (x) copy of the by-laws or operating (or limited liability company) agreement of such Loan Party delivered pursuant to the Eighth Amendment remains in full force and effect and has not been further amended, (y) the 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 Loan Party Person is a partyparty and, in the case of the Borrower, the incurrence of the Replacement Revolving Credit Commitments contemplated hereunder, delivered pursuant to the Eighth Amendment, have not been modified, rescinded or amended and are in full force and effect and (z) incumbency and specimen signature delivered of each officer executing this Amendment and any other Loan Document on behalf of such Loan Party, pursuant to the Eighth Amendment, are still accurate; (vf) a favorable “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). (g) evidence of flood insurance, in the event any Mortgaged Property or portion thereof is located in a special flood hazard area as determined by the “Life of Loan” Federal Emergency Agency Standard Flood Hazard Determinations; (h) an appraisal of each of the Mortgaged Properties that (i) is prepared by a member of the Appraisal Institute selected by the Administrative Agent, (ii) meets the minimum appraisal standards for national banks promulgated by the Comptroller of the Currency pursuant to Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended (FIRREA), (iii) complies with the Uniform Standards of Professional Appraisal Practice (USPAP) and (iv) is reasonably satisfactory to the Initial New Revolving Credit Lenders in all respects; and (i) executed legal opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇ Coie LLP, P.C., special counsel to Holdings and the Loan PartiesBorrower, dated the Ninth Amendment Effective Date, in form and substance reasonably satisfactory acceptable 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 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 Agent and the Required LendersIssuers; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Liens and Guaranty, duly executed by the Borrower and each of the GuarantorsSubsidiary Guarantor; (iii) an executed Acknowledgment and Consent from (xA) Lenders constituting 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 Requisite Lenders and (yB) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredall Revolving Credit Lenders; (iv) certified copies a favorable opinion of resolutions Holland & Knight, counsel to the Loan Parties, in substantially the form of Exhibit E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request; (v) a certificate dated as of a recent date from the Secretary of State of the Board state of Directors incorporation of the Borrower attesting to the good standing of the Borrower; (vi) a certificate of the 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 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 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 (C) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) and the by-laws (or equivalent Constituent Document) of such Loan Party is a partyfrom the certificate of incorporation (or equivalent Constituent Document) and the by-laws (or equivalent Constituent Document) delivered to the Administrative Agent on the Closing Date; (vvii) a favorable opinion certificate of ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., counsel a Responsible Officer to the effect that (A) the representations and warranties set forth in Article IV and in the other Loan PartiesDocuments are true and correct on and 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 warranties shall have been true and correct as of such earlier date, (B) no Default or Event of Default has occurred and is continuing and (C) no litigation not listed on Schedule 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably satisfactory expected to result in a Material Adverse Change; and (viii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through 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 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 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 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 the BorrowerBorrower and each Guarantor and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein; CREDIT AGREEMENT FMC FINANCE B.V. (ii) a favorable opinion of (A) ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, U.S. counsel to the Loan Parties, in substantially the form of Exhibit E (Form of Opinion of U.S. Counsel for the Loan Parties), (B) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Amsterdam N. V., The Netherlands counsel to the Loan Parties in form and substance acceptable to the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and (C) counsel to the Administrative Agent as to the enforceability of this Agreement and the Required Lenders; (ii) other Loan Documents to be executed on the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the GuarantorsClosing Date; (iii) a copy of the articles or certificate of incorporation (xor equivalent Constituent Document) of the DBNY Resignation Borrower and Assignment Agreementeach Guarantor, 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 or other comparable official, together with certificates of such official attesting to the good standing (ywhere such concept is legally relevant) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredof each such Loan Party; (iv) certified copies a certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor 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 the such Loan 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 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 (iii) above; (v) a favorable opinion certificate of ▇▇▇▇ ▇▇▇▇▇▇▇a Responsible Officer of each of the Borrower and each Guarantor, P.C., counsel stating that it and its Subsidiaries on a Consolidated basis are Solvent after giving effect to the Loan Partiesinitial Loans, the application of the proceeds thereof in form accordance with Section 7.9 (Application of Proceeds), the transactions contemplated hereby and substance reasonably satisfactory to the Successor Administrative Agent payment of all estimated legal, accounting and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably requestother fees related hereto and thereto; (vi) a copy certificate 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) the condition set forth in Section 3.2(b)(Conditions Precedent to Each Loan) has been satisfied and (B) no action, suit, investigation, proceeding or litigation not listed on Section 4.7 (Litigation) shall have been threatened or commenced in any court or before any arbitrator or governmental instrumentality against any Loan Party or any of its Subsidiaries that, (x) if adversely determined, could reasonably be expected to each Local result in or cause 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; 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.