Common use of Closing Date Clause in Contracts

Closing Date. This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Closing Date. This Agreement shall not become effective until The obligations of (i)(a) the date Revolving Facility Lenders to make Revolving Facility Loans and the Swingline Lender to make Swingline Loans, (b) any Issuing Bank to issue, amend, extend or renew Letters of Credit or increase the stated amounts of Letters of Credit hereunder (each, a “Credit Event”) and (c) the obligation of each Lender with an Initial Term A Loan Commitment to make Initial Term A Loans to the Borrower and (ii) the release of the Escrowed Property to the Borrower (or as directed by the Borrower), in each case, on which each the Closing Date are subject to the satisfaction (or waiver in accordance with Section 9.08) of the following conditions is prior to the Outside Date: (a) The Administrative Agent shall have received, in the case of any Borrowing on the Closing Date, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of any Letter of Credit to be issued on the Closing Date, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) To the extent required to be satisfied on the Closing Date, the Collateral and Guarantee Requirement shall be satisfied (or waived in accordance with Section 9.02): (a9.08) The Administrative Agent (or its counsel) shall have received from as of the Borrower and the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this AgreementClosing Date. (bc) The Administrative Agent shall have received a favorable certificate of a Responsible Officer of the Borrower stating that (i) the Specified Representations are true and correct in all material respects as of the Closing Date (after giving effect to the Transactions) as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and (ii) the Merger Agreement Family Dollar Representations are true and correct in all material respects; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) The Lenders shall have received a solvency certificate substantially in the form of Exhibit C and signed by the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower confirming the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (e) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank, a written opinion of (i) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, as special New York counsel for the Loan Parties, (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as Delaware counsel for the Loan Parties, (iii) ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, as Florida counsel for the Loan Parties, (iv) ▇▇▇▇▇▇▇▇ ▇▇▇▇ LLP, as Georgia counsel for the Loan Parties, (v) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ LLP, as Michigan counsel for the Loan Parties, (vi) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as North Carolina counsel for the Loan Parties, (vii) ▇▇▇▇▇▇▇▇ ▇▇▇▇ LLP, as Ohio counsel for the Loan Parties, (viii) Dechert LLP, as Pennsylvania counsel for the Loan Parties, (ix) ▇▇▇▇▇▇▇ Coie LLP, as Texas counsel for the Loan Parties, and (x) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as Virginia counsel for the Loan Parties, or, in each case, such other firm as may be reasonably acceptable to the Administrative Agent, with respect to the enforceability of the Loan Documents (other than this Agreement) and other related matters, in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (f) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party (other than the Borrower) dated the Closing Date) of Date and certifying: (i) that attached thereto is a true and complete copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, certified as of a recent date by the Secretary of State (or other similar official or Governmental Authority) of the jurisdiction of its organization or by the Secretary or Assistant Secretary or similar officer of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) that attached thereto is a true and complete copy of a certificate as to the good standing of such Loan Party (to the extent that such concept exists in such jurisdiction) as of a recent date from such Secretary of State (or other similar official or Governmental Authority), (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in the following clause (iv), (iv) 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 (or its managing general partner or managing member), authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, and (v) as to the incumbency and specimen signature of each officer or authorized signatory executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party. (g) The Administrative Agent shall have received a completed Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), Tax and judgment, United States Patent and Trademark Office and United States Copyright Office filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of 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 Liens or have been, or will be simultaneously or substantially concurrently with the Closing Date, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made). (h) Substantially concurrently with each Credit Event on the Closing Date and the release of the Escrowed Property to the Borrower on the Closing Date, the Merger shall be consummated in accordance with the terms and conditions of the Merger Agreement and the Merger Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, nor any consent granted, by DTI or Merger Sub, if such alteration, amendment, change, supplement, waiver or consent would be adverse to the interests of the Lenders (in their capacities as such) in any material respect, without the prior written consent of the Arrangers listed in clause (i) of the definition thereof (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that (a) any amendment, waiver, consent or other modification that decreases the purchase price in respect of the Merger by 10% or more shall be deemed to be adverse to the interests of the Lenders in a material respect, (b) any amendment, waiver, consent or other modification that decreases the purchase price in respect of the Merger by less than 10% shall be deemed not to be adverse to the interests of the Lenders in any material respect, so long as 100% of such decrease in the Cash Consideration (as defined in the Merger Agreement) is allocated to reduce the Initial Term A Facility, the Term B-1 Facility and the Term B-2 Facility on a pro rata basis, or (c) any amendment, waiver, consent or other modification that increases the purchase price in respect of the Merger shall be deemed not to be adverse to the interests of the Lenders in any material respect, so long as such increase is funded solely by the issuance by the Borrower of common equity). (i) The Administrative Agent shall have received (i) audited consolidated balance sheets and related statements of income and cash flows of each of the Borrower and Family Dollar for their respective most recent three fiscal years ended at least 65 days prior to the Closing Date and (ii) unaudited consolidated balance sheets and related statements of income and cash flows of each of the Borrower and Family Dollar for each of their respective fiscal quarters ended after the close of its most recent fiscal year and at least 45 days prior to the Closing Date (but excluding the fourth quarter of any fiscal year). The Administrative Agent acknowledges that it has received each of the financial statements in the foregoing clauses (i) and (ii) for each fiscal year and fiscal quarter of the Borrower and Family Dollar ended prior to July 27, 2014 and that the Borrower’s or Family Dollar’s filing of any required audited financial statements on Form 10-K or required unaudited financial statements on Form 10-Q, in each case, will satisfy the requirements under clauses (i) or (ii), as applicable, of this Section 4.02(i). (j) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information required with respect to the Loan Parties by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act to the extent requested in writing at least 10 days prior to the Closing Date. (k) Except as disclosed in (i) the Company SEC Documents (as defined in the Merger Agreement) publicly filed under Sections 13(a), 14(a) or 15(d) of the Exchange Act since August 31, 2013 and prior to the date of the Merger Agreement (excluding any disclosures set forth in any such Company SEC Document in any risk factor section, any disclosure in any section relating to forward-looking statements or any other statements that are similarly predictive or forward-looking in nature), where the relevance of the information to a particular representation is reasonably apparent on the face of such disclosure or (ii) the Company Disclosure Schedule (as defined in the Merger Agreement), since August 31, 2013 and through the date of the Merger Agreement, there has not been any fact, change, circumstance, event, occurrence, condition or development that has had or would reasonably be expected to have, individually or in the aggregate, a Family Dollar Material Adverse Effect. Since the date of the Merger Agreement, there shall not have been any fact, change, circumstance, event, occurrence, condition or development that, individually or in the aggregate, has had or would reasonably be expected to have a Family Dollar Material Adverse Effect. (l) Prior to, or consummated substantially concurrently with, each Credit Event on the Closing Date and the release of the Escrowed Property to the Borrower on the Closing Date, the Closing Date Refinancing shall have been consummated and all commitments in respect thereof, and any security interests and guaranties granted in connection therewith, if any, shall have been terminated and released (or have been authorized to be released pursuant to a customary payoff letter or, with respect to the Family Dollar Private Placement Notes or the Existing Private Placement Notes, provision shall have been made for their repayment or constructive discharge). (m) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced at least two (2) Business Days prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paidreimbursed or paid by the Loan Parties hereunder, and all expenses required to be paid and for which invoices have been presented, under the Fee Letter or under any Loan Document on or before prior to the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Closing Date. This Agreement The effectiveness of the Commitments hereunder and the obligations of each Revolving Facility Lender, each Issuing Bank and each Term Lender with an Initial Term Loan Commitment, with respect to each Credit Event on the Closing Date, are subject only to the satisfaction (or waiver in accordance with Section 9.08) of the following conditions: (a) The Administrative Agents shall not become effective until the date on which have received from each of the following conditions is Borrower, the Issuing Bank and the Lenders a counterpart of this Agreement signed on behalf of such party. (b) The Applicable Administrative Agent shall have received a Borrowing Request as required by Section 2.03 in respect of any Loans to be made on the Closing Date and, in the case of any Letter of Credit to be issued on the Closing Date, the applicable Issuing Bank and the PR Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (c) To the extent required to be satisfied on the Closing Date, the Collateral and Guarantee Requirement shall be satisfied (or waived in accordance with Section 9.02): (a9.08) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the BorrowerDate. (d) The Administrative Agent Agents shall have received a certificate, dated the Closing Date and signed by the President, certificate of a Vice President or a Financial Responsible Officer of the Borrower, confirming Borrower stating that (i) the representations and warranties of the Borrower set forth in this Agreement Specified Representations are true and correct in all material respects as of the Closing Date (after giving effect to the Transactions) as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and (ii) upon the effectiveness of this Agreement, no Default shall have occurred Merger Agreement Target Representations are true and be continuing. (e) The Borrower shall have paid correct in all fees required material respects; provided that any representation and warranty that is qualified as to be paid, and all expenses required to be paid and for which invoices have been presented, on “materiality,” “Material Adverse Effect” or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement similar language shall be paid true and correct (after giving effect to any qualification therein) in full. Any advance notice required in connection with all respects on such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and bindingrespective dates.

Closing Date. This Agreement shall not become effective until The obligations of (a) the date on which Revolving Facility Lenders to make Revolving Facility Loans and (b) the obligation of each of Lender with an Initial Term A Loan Commitment to make Initial Term A Loans to the following conditions is satisfied Initial Borrower are subject to the satisfaction (or waived waiver in accordance with Section 9.02):9.08) of the following conditions: (a) The Administrative Agent (or its counsel) shall have received from received, in the Borrower and case of any Borrowing on the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of Closing Date, a signed signature page of this Agreement) that such parties have each signed a counterpart of this AgreementBorrowing Request as required by Section 2.03. (b) The Administrative Agent shall have received a favorable written opinion certificate of a Responsible Officer of JCI stating that (addressed i) if the Successor JCI Credit Agreement Effectiveness Date shall not have occurred, (A) the Predecessor JCI Credit Agreement Reps and Warranties are true and correct in all material respects as of the Closing Date as though made on and as of such date, except to the Administrative Agent extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates and (B) no Predecessor JCI Credit Agreement Event of Default (or Default related thereto) shall have occurred and be continuing or (ii) if the Lenders and dated Successor JCI Credit Agreement Effectiveness Date shall have occurred (or occurs substantially concurrently with the Closing Date), (A) the Successor JCI Credit Agreement Reps and Warranties are true and correct in all material respects as of the Closing Date as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (iin which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit C, all respects on such respective dates and (iiB) the General Counsel no Successor JCI Credit Agreement Event of Default (or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsDefault related thereto) shall have occurred and be continuing. (c) The Administrative Agent shall have received received, on behalf of itself, the Lenders and each Issuing Bank, a written opinion of (i) a certificate of the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Closing Date. This Agreement shall not become effective until The obligation of each Buyer hereunder to purchase the date on which Preferred Shares, the Warrants and the Closing Exercise Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions is satisfied (or are for each Buyer's sole benefit and may be waived by such Buyer at any time in accordance its sole discretion by providing the Company with Section 9.02):prior written notice thereof: (ai) The Administrative Company and, to the extent it is a party thereto, each of its Subsidiaries, shall have executed and delivered to such Buyer (1) each of the Transaction Documents, (2) one or more certificates representing the Preferred Shares (in such number and denominations as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, (3) the Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, (4) one or more certificates representing the Closing Exercise Shares (in such number and denominations as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (5) new Existing Warrants (in such amounts as such Buyer shall request) representing unexercised portions of Existing Warrants delivered to the Company with respect to exercising Existing Warrants for the Closing Exercise Shares. (ii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of EXHIBIT D attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (or its counseliii) Each Buyer shall have received from the Borrower and opinion of Akin Gump Strauss Hauer & Feld LLP, the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) Compa▇▇'▇ ▇▇t▇▇▇▇ cou▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for dated as of the BorrowerClosing Date, substantially covering the matters set forth in EXHIBIT E attached hereto. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within 10 days of the Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each Subsidiary's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business, as of a date within 10 days of the Closing Date. (vi) The Certificate of Designations in the form attached as Exhibit A shall have been filed with the Secretary of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel State of the BorrowerState of Delaware and shall be in full force and effect, substantially enforceable against the Company in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsaccordance with its terms and shall not have been amended. (cvii) The Administrative Agent Company shall have received (i) delivered to such Buyer a certificate certified copy of the BorrowerCertificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten (10) days of the Closing Date, which shall reflect the Certificate of Designations as part thereof or attachment thereto. (viii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (x) the incumbency resolutions consistent with Section 3(b) as adopted by the Company's Board of Directors in a form reasonably acceptable to such Buyer, (y) the Certificate of Incorporation, as amended and signature (z) the Bylaws, each as in effect at the Closing, in the form attached hereto as EXHIBIT F. (ix) The representations and warranties of the officers Company shall be true and correct in all material respects (other than representations and warranties that are already qualified by materiality or Material Adverse Effect which shall be true and correct in all respects) as of the Borrower executing this Agreement date when made and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete though made at that time (except for representations and correct copies thereof warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Secretary Transaction Documents to be performed, satisfied or an Assistant Secretary of complied with by the Borrower. (d) The Administrative Agent Company at or prior to the Closing Date. Such Buyer shall have received a certificate, dated the Closing Date and signed executed by the President, a Vice President or a Financial Officer duly authorized executive officer of the BorrowerCompany, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct dated as of the Closing Date and (ii) upon Date, to the effectiveness foregoing effect, certifying as to the fulfillment of the conditions specified in Section 7 of this AgreementAgreement and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as EXHIBIT G. (x) No event, no Default circumstances or fact shall have occurred which has resulted in, would result in or could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; PROVIDED, HOWEVER, that for purposes of this condition, Material Adverse Effect does not include any event, circumstance or fact that does not or would not, with the passage of time, reasonably be expected to result in an Event of Default (as defined in either (A) the Amended and be continuingRestated Credit Agreement, dated as of September 22, 2004 (as amended from time to time, the "SENIOR CREDIT AGREEMENT"), by and among, the Senior Agent, the Senior Lenders, the Company and certain of its Subsidiaries, as amended as of the date hereof and without regard to any future waiver or amendment thereof, the "SENIOR CREDIT FACILITY" or (B) the Bridge Facility). (exi) The Borrower Company shall have paid all fees required delivered to be paid, and all expenses required to be paid and for which invoices have been presented, on or before such Buyer a letter from the Company's transfer agent certifying the number of shares of Class A Common Stock outstanding as of a date within five (5) days of the Closing Date. (fxii) Concurrently with the effectiveness of this Agreement, The Class A Common Stock (i) shall be designated for quotation or listed on the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement Principal Market, and (ii) all principalshall not have been suspended, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xiii) The Senior Lenders shall have executed and such notice delivered the Security Documents and the Company shall have obtained the consent or waiver of the respective lenders under the Senior Credit Agreement and the Bridge Facility to the transactions contemplated by the Transaction Documents, including the issuance and sale of the Securities and the Company's performance of its other obligations thereunder, which consents and/or waivers shall be conclusive in form and bindingsubstance satisfactory to Schulte Roth & Zabel LLP. (x▇▇) The ▇▇▇pany shall have obtained all other governmental, regulatory or third party consents and approvals, if any, necessary to be obtained for the sale of the Securities. (xv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Closing Date. This Agreement shall not become effective until On the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):Closing Date: (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇▇▇▇ & Shohl LLP, counsel for the Borrower, dated the Closing Date and addressed to the Banks, to the effect set forth in Exhibit G hereto, and the Borrower hereby instructs such counsel to deliver such opinion to the Agent. (b) All legal matters incident to this Agreement and the borrowings hereunder shall be satisfactory to the Banks and their counsel and to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsAgent. (c) The Administrative Agent shall have received (i) a certificate copy of the Borrowerarticles of incorporation, dated the Closing Dateincluding all amendments thereto, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of the Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the code of regulations of the Borrower as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of the Loan Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles of incorporation of the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan document or any other document delivered in connection herewith on behalf of the Borrower; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Banks or their counsel or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agent, may reasonably request. (d) The Administrative Agent shall have received a certificatecertificate from the Borrower, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrowerthereof, confirming that (i) compliance with the representations and warranties of the Borrower conditions precedent set forth in this Agreement are true and correct as of the Closing Date paragraphs (b) and (iic) upon the effectiveness of this Agreement, no Default shall have occurred and be continuingSection 5.01. (e) The Borrower representations and warranties set forth in Sections 4.06 and 4.09(a) shall be true and correct in all material respects. (f) The Agent shall have paid received all fees required to be paid, Fees and all expenses required to be paid other amounts due and for which invoices have been presented, payable on or before prior to the Closing Date. (fg) Concurrently with the effectiveness All extensions of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees credit under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to have been repaid and commitments thereunder terminated except for the Existing Letters of Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice which shall be conclusive and bindingdeemed to be Letters of Credit under this Agreement.

Closing Date. This Agreement The Loan shall close on or before ____________, 20__, if the funding shall be made pari passu, and __________, 20__, if the funding is to be provided at completion (in either case, the “Closing Date”). If a pari passu Loan has not become effective until the date closed on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated before the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & , and construction has not started by the Construction Start Date stated in Paragraph 11 above, this Award Agreement may be terminated by Grantee, in its sole discretion, by written notice to Applicant, in which event Grantee shall no longer have any obligation to make the Loan, and Applicant shall have no further rights under this Award Agreement. If a funding at completion Loan has not closed on or before the Closing Date, this Award Agreement may be terminated by Grantee, in its sole discretion, by written notice to Applicant, in which event Grantee shall no longer have any obligation to make the Loan, and Applicant shall have no further rights under this Award Agreement. ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing ’s obligation under this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Award Agreement shall be paid subject to satisfaction of all of the conditions contained herein, or in fullany document referred to herein. Any advance notice required in connection with such termination The issuance of this Award Agreement shall not prejudice Grantee’s rights of review and approval, including without limitation, of all documents and materials heretofore delivered to Grantee by or prepayment is hereby on behalf of Applicant. The terms of this Award Agreement, both prior to and after acceptance by Applicant, may be waived or modified only by a written instrument signed by ▇▇▇▇▇▇▇ and shall survive the Lenders (execution of the Loan Documents to the extent such Lenders not inconsistent therewith. TIME IS OF THE ESSENCE OF THIS AWARD AGREEMENT. By: Name: Title: APPLICANT: By: , a ___________________ Attach Property Specific Addendum for the Project Borrowers must submit the following information as part of the pre-closing due diligence: An organization chart of the borrower entity. A listing of all Affiliates of the borrower entity. A listing of the borrower's key personnel (individuals who are parties to the Existing Credit Agreementofficer or directors of any Affiliate, plus partners or LLC members holding 10% or greater ownership interest in any Affiliate). The Administrative Agent shall notify A description of all guaranties that will be given to any party other than Grantee, identifying the Borrower guarantors, beneficiaries of the guaranties, and the Lenders amounts guarantied. Identify the proposed Guarantor(s) (see below for requirements). Each proposed Guarantor must be a person or entity who has an economic interest in Applicant, or who will otherwise obtain a material financial benefit from the Loan. Borrowers must offer the following as guarantors under the Operating Deficit Guaranty and – for projects receiving funding during construction – under the Guaranty of Completion: Each entity that is offering a guaranty to any other party in the transaction. Each capitalized entity (corporations, partnerships, and LLCs with more than de minimis net worth) that is an Affiliate of the Closing Dateborrower. If there is no capitalized entity in the Affiliate pool, and such notice shall the proposed Guarantors must include individuals who directly or indirectly in the aggregate hold controlling interest in the borrower. For each project, the proposed Guarantors must include at least one high net worth individual ($1 million net worth or above) from the key personnel pool. For example, if the developer parent entity is a corporation, the individual offered would normally be conclusive and bindingeither the CEO or the majority shareholder. If the developer parent entity is an LLC, the individual offered would normally be the managing member.

Closing Date. This Agreement The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is shall be satisfied (or waived in accordance with Section 9.0210.02): (a) The United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”) shall have entered a final and non-appealable order (the “Confirmation Order”) confirming a plan under Chapter 11 of the Bankruptcy Code (the “Plan of Reorganization”). The Confirmation Order shall be in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent and shall be final and in full force and effect. The Plan of Reorganization shall be consistent with the Third Amended Joint Plan of Reorganization dated as of June 18, 2019 and that certain Settlement Plan Term Sheet filed with the Bankruptcy Court on June 6, 2019 under Docket No. 624 without giving effect to any waiver, amendment, supplement or other modification in respect thereof that is materially adverse to the rights and interests of any or all of the Lead Arranger, the Administrative Agent, the Collateral Agent, the Lenders (taken as a whole) and their respective Affiliates (as determined in good faith by the Lead Arranger) and all conditions precedent to the effectiveness of the Plan of Reorganization, other than the funding of the Loans under this Agreement and the application of the proceeds therefrom, shall have been or its counselconcurrently will be satisfied, and the effective date of the Plan of Reorganization shall have occurred. (b) That certain Settlement Plan Term Sheet filed with the Bankruptcy Court on June 6, 2019 under Docket No. 624 shall not have been amended, supplemented or otherwise modified in any respects materially adverse to the Lead Arranger, the Administrative Agent, the Collateral Agent, the Lenders (taken as a whole) and their respective Affiliates (as determined in good faith by the Lead Arranger). (c) The Administrative Agent and the Lead Arranger shall have received from the Borrower and the Lenders either (i) counterparts each party hereto an executed counterpart of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreementparty. (bd) The Administrative Agent shall have received (i) original promissory notes in the number requested pursuant to Section 2.08(c) and (ii) a duly executed and completed Aircraft Collateral Certificate, in substance reasonably satisfactory to the Administrative Agent. (e) The Administrative Agent and the Lead Arranger shall have received favorable written opinion opinions (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) DLA Piper LLP, counsel for the Borrower and the Guarantors, (ii) McAfee & ▇▇▇▇, Federal Aviation Administration counsel for the Borrower and the Guarantors, (iii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special local Louisiana counsel for to the Borrower, substantially in Borrower and the form of Exhibit CGuarantors, and (iiiv) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such local counsel to deliver such opinionsthe Borrower and the Guarantors in each other jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties, in each case in form and substance satisfactory to the Administrative Agent. (cf) The Administrative Agent and the Lead Arranger shall have received such corporate records, documents and certificates as the Administrative Agent may reasonably request (including a recent lien, tax lien, judgment and litigation search in each relevant jurisdiction with respect to the Loan Parties, which search shall have revealed no Liens on the assets of such entity except for Liens permitted by the Loan Documents or Liens to be discharged on or prior to the Closing Date), relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, as are customary for financings of this type. (g) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03. (i) a certificate of The Administrative Agent and the BorrowerLead Arranger shall have received all closing payments, dated fees and other amounts due and payable on or prior to the Closing Date, as including, to the incumbency extent invoiced, payment or reimbursement of all fees and signature expenses (including fees, charges and disbursements of the officers of counsel) required to be paid or reimbursed by any Loan Party under any Loan Document and for which invoices have been delivered to the Borrower executing this Agreement prior to the Closing Date and authorized (ii) each Lender shall have received the fees (including any upfront fees and ticking fees) payable to execute Notes reasonably satisfactory such Lender under Section 2.11. (i) Except as set forth in form and substance to Section 5.16, the Administrative Agent and the Lead Arranger shall have received (i) from each applicable Loan Party, an executed counterpart of each Security Document and (ii) true and complete copies satisfactory evidence that the Collateral Agent, on behalf of the certificate of incorporation Secured Parties, has a valid and by-laws of perfected first priority Lien and security interest in the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the BorrowerCollateral. (dj) If applicable, the Borrower shall be in compliance with all requirements to file reports under the Exchange Act. (k) Prior to or substantially contemporaneously with the initial funding of Loans on the Closing Date, the Existing Debt Refinancing shall have occurred. The Borrower and its Restricted Subsidiaries shall have no Indebtedness other than (a) the Obligations; (b) to the extent undrawn and in effect on the Closing Date, the ABL Facility; and (c) other Indebtedness permitted pursuant to Section 6.01. (l) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer chief financial officer of the Borrower, confirming that Borrower certifying (i) as to the matters set forth in Section 3.13 and (ii) that after the making of the Loans on the Closing Date, the application of the proceeds thereof and the consummation of the Transactions, the aggregate amount of Unrestricted Cash of the Borrower and its Restricted Subsidiaries on such date exceeds $75,000,000. (i) The Administrative Agent and the Lead Arranger shall have received all documentation at least five (5) Business Days prior to the Closing Date and other information about the Borrower and the Guarantors that shall have been reasonably requested by the Administrative Agent or the Lead Arranger in writing at least five (5) Business Days prior to the Closing Date and that the Administrative Agent and the Lead Arranger reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and (ii) if the Borrower qualifies as a “legal entity” customer under 31 C.F.R. § 1010.230 and the Administrative Agent has so requested at least five (5) Business Days prior to the Closing Date, the Administrative Agent and each such Lender requesting a Beneficial Ownership Certification (which request is made through the Administrative Agent) will have received, at least five (5) Business Days prior to the Closing Date, the Beneficial Ownership Certification in relation to the Borrower. (n) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties of the Borrower set forth qualified as to materiality, in this Agreement are true and correct as of the Closing Date all respects and (ii) upon otherwise, in all material respects, in each case on and as of the effectiveness date of this Agreementsuch Borrowing, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (o) At the time of and immediately after giving effect to such Borrowing, no Default or Event of Default shall have occurred and be continuing. (ep) The Borrower shall have paid all fees required to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify have received a copy of, or a certificate as to coverage under, the Borrower insurance policies required by Section 5.08 and the Lenders applicable provisions of the Closing DateSecurity Documents, and such notice each of which shall be conclusive endorsed or otherwise amended to include a customary lender’s loss payable endorsement and bindingto name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (q) Since December 31, 2018, there has been no change that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Closing Date. This Agreement shall not become effective until The obligation of each Buyer hereunder to purchase the date on which Shares and the Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions is satisfied (or are for each Buyer's sole benefit and may be waived by such Buyer at any time in accordance its sole discretion by providing the Company with Section 9.02):prior written notice thereof: (ai) The Administrative Company and, to the extent it is a party thereto, each of its Subsidiaries, shall have executed and delivered to such Buyer (1) each of the Transaction Documents, (2) one or more certificates representing the Shares (in such number and denominations as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, and (3) the Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement,. (ii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (or its counseliii) Each Buyer shall have received from the Borrower and the Lenders either (i) counterparts opinions of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇▇▇ ▇▇▇▇ & LLP, the Company's outside counsel, dated as of the Closing Date, substantially covering the matters set forth in Exhibit D-1 attached hereto. (iv) Each Buyer shall have received the opinions of ▇▇▇▇▇▇▇▇ LLP▇▇▇▇ Cassas & de Lipkau, the Company's special counsel for Nevada counsel, dated as of the BorrowerClosing Date, substantially covering the matters set forth in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsD-2 attached hereto. (cv) The Administrative Agent Company shall have received (i) delivered to such Buyer a certificate evidencing the formation and good standing of the BorrowerCompany and of Minrad Inc. in their respective jurisdictions of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within 15 days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certificate evidencing the Company's and Minrad Inc.'s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and Minrad Inc. conducts business, as of a date within 30 days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within 15 days of the Closing Date. (viii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (x) the incumbency resolutions consistent with Section 3(b) as adopted by the Company's Board of Directors in a form reasonably acceptable to such Buyer, (y) the Certificate of Incorporation, as amended and signature (z) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (ix) The representations and warranties of the officers Company shall be true and correct in all material respects (other than representations and warranties that are already qualified by materiality or Material Adverse Effect which shall be true and correct in all respects) as of the Borrower executing this Agreement date when made and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete though made at that time (except for representations and correct copies thereof warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Secretary Transaction Documents to be performed, satisfied or an Assistant Secretary of complied with by the Borrower. (d) The Administrative Agent Company at or prior to the Closing Date. Such Buyer shall have received a certificate, dated the Closing Date and signed executed by the President, a Vice President or a Financial Officer duly authorized executive officer of the BorrowerCompany, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct dated as of the Closing Date and (ii) upon Date, to the effectiveness foregoing effect, certifying as to the fulfillment of the conditions specified in Section 7 of this AgreementAgreement and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F. (x) No event, no Default circumstances or fact shall have occurred and which has resulted in, would result in or could reasonably be continuingexpected to result in, individually or in the aggregate, a Material Adverse Effect. (exi) The Borrower Company shall have paid all fees required delivered to be paid, and all expenses required to be paid and for which invoices have been presented, on or before such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within 15 days of the Closing Date. (fxii) Concurrently with the effectiveness of this Agreement, The Common Stock (i) shall be designated for quotation or listed on the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement Principal Market and (ii) all principalshall not have been suspended, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xiii) The Certificate of Designations in the form attached as Exhibit A shall have been filed on or prior to the Closing Date with the Secretary of State of the State of Delaware and such notice shall be conclusive in full force and bindingeffect, enforceable against the Company in accordance with its terms and shall not have been amended. (xiv) The Company shall have obtained all other governmental, regulatory or third party consents and approvals, if any, necessary to be obtained for the sale of the Securities. (xv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Closing Date. This Agreement The initial Borrowing following the Closing Date is subject to the conditions precedent, unless waived by the Lender (and the Borrower, by executing this Agreement, shall not become effective until be deemed to have certified that all such conditions precedent unless waived are satisfied on the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):Closing Date), that: (a) The Administrative Agent (or its counsel) Lender shall have received from executed counterparts of each of the following: (i) this Agreement; (ii) the Note; (iii) the letter agreement, dated as of December 20, 2019 (the “Fee Letter”), between the Borrower and the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement.Lender; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received (iiv) a certificate of the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower certifying (A) that there have been no changes in the charter document of the Borrower, as attached thereto and as certified as of a recent date by the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, since the date of the certification thereof by such governmental entity, (B) as to the bylaws, as attached thereto, of the Borrower as in effect on the date of such certification, (C) as to resolutions of the board of directors of the Borrower authorizing the execution, delivery and performance of each Loan Document to which it is a party, (D) as to a good standing certificate (or analogous documentation if applicable) for the Borrower from the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization as of a recent date, to the extent generally available in such jurisdiction and (E) the names and true signatures of the incumbent officers of the Borrower authorized to sign the Loan Documents to which it is a party, and authorized to request a Borrowing; (v) a certificate, signed by an Authorized Officer of the Borrower, stating that on Closing Date (A) no Default or Event of Default has occurred and is continuing and (B) the representations and warranties in Article V are (1) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all respects on and as of such earlier date and (2) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date; and (vi) a written opinion of the counsel to the Borrower, addressed to the Lender and otherwise in form and substance satisfactory to the Lender. (b) The Lender shall have received all fees and other amounts due and payable on or before the Closing Date, including without limitation (i) the fees specified in the Fee Letter, (ii) any other fees agreed to by the Borrower and the Lender from time to time, and (iii), to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (c) The Lender shall have received evidence in form, scope and substance reasonably satisfactory to the Lender of current insurance coverage that complies with Section 6.6. (d) The Administrative Agent There shall not have received occurred a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that material adverse change in (i) the representations business, Property, liabilities (actual and warranties contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower set forth in this Agreement are true and correct its Subsidiaries taken as of the Closing Date and a whole, since December 31, 2018, or (ii) upon the effectiveness of this Agreement, no Default shall have occurred facts and be continuinginformation regarding such entities as represented by such entities to date. (e) The Lender shall have received evidence of all governmental, equity holder and third-party consents and approvals necessary in connection with the contemplated financing, all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and its Subsidiaries, taken as a whole, and no Law applies that in the reasonable judgment of the Lender could have such effect. (f) No action, suit, investigation or proceeding shall be pending or, to the knowledge of any Loan Party, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or that seeks to prevent, enjoin or delay any Borrowing. (g) The Lender shall have received: (i) a compliance certificate substantially in the form of Exhibit A attached hereto (which certificate may state in Section 4 thereof that the Borrower is in compliance with Section 7.11 hereof as of the Closing Date without attaching any financial data or computations), (ii) such information as the Lender reasonably requests to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2019, (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal years ended December 31, 2018, December 31, 2017, and December 31, 2016 and (v) the most recent FOCUS Report. (h) Upon the reasonable request of the Lender made at least 10 days before the Closing Date, the Borrower shall have paid all fees required provided to be paidthe Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering Laws, and all expenses required to be paid and for which invoices have been presentedincluding the PATRIOT Act, on or in each case at least five days before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower The Lender shall (have received such other agreements, documents, instruments and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived certificates as are reasonably requested by the Lenders (Lender and its counsel, in form and substance reasonably satisfactory to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and bindingLender.

Closing Date. This The amendment and restatement of the Existing Credit Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from (including by telecopy or email transmission) a counterpart of the Borrower and the Lenders either (i) counterparts of this Amendment Agreement signed on behalf of such parties or the Borrowers, the QVC Parent, the zulily Parent, each Subsidiary Guarantor and the Lenders party thereto (which Lenders shall constitute all Lenders (as defined in the Existing Credit Agreement) and (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission zulily Parent Pledge Agreement signed on behalf of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreementzulily Parent. (b) The Administrative Agent and the Lead Arranger shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPL.L.C., special counsel for the BorrowerCredit Parties, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. B. The Borrower Borrowers hereby requests such counsel to deliver such opinionsopinion. (c) The Administrative Agent and the Lead Arranger shall have received (i) audited consolidated balance sheets and statements of income, stockholders’ equity and cash flows, for each Borrower, as of and for the fiscal years ended December 31, 2013, December 31, 2014 and December 31, 2015 (provided that such financial statements of zulily for the fiscal year ended December 31, 2015 may be unaudited), (ii) unaudited interim consolidated financial statements of each Borrower for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available and (iii) a certificate signed by a Financial Officer of QVC setting forth reasonably detailed calculations demonstrating compliance with the Consolidated Leverage Ratio (including supporting calculations with respect thereto) and the Consolidated QVC Leverage Ratio as of the Borrower, dated the Closing Date, as to the incumbency and signature last day of the officers of most recent period covered by the Borrower executing this Agreement and authorized financial statements delivered pursuant to execute Notes reasonably satisfactory in form and substance to the Administrative Agent clauses (i) and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrowerabove. (d) The Administrative Agent and the Lead Arranger shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Credit Parties, the authorization of the Transactions (excluding use of proceeds) and any other legal matters relating to the Credit Parties, this Agreement or the Transactions (excluding use of proceeds), including a certificate of each Credit Party substantially in the form of Exhibit E, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent and the Lead Arranger shall have received a certificatecertificate of each Borrower, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrowerthereof, confirming that (ia) the representations and warranties of the such Borrower and its Subsidiary Guarantors set forth in this Agreement the Loan Documents are true and correct in all material respects (and in all respects if qualified by materiality) as of the Closing Date and (iib) upon as of the effectiveness of this AgreementClosing Date, no Default shall have by such Borrower, its Subsidiary Guarantors or its Parent has occurred and be is continuing. (e) The Borrower shall have paid all fees required to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, Accrued interest and accrued commitment fees under the Existing Credit Agreement shall be have been paid in full. Any advance notice . (g) The Administrative Agent and the Lead Arranger shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced in detail reasonably acceptable to the Borrowers, reimbursement or payment of all out‑of‑pocket expenses required to be reimbursed or paid by the Borrowers hereunder. (h) Since December 31, 2015, there shall have been no event that has had or would reasonably be expected to have a Material Adverse Effect. (i) The Administrative Agent shall have received the results of a recent Lien search with respect to each Credit Party, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent. (j) The Collateral Agent shall have received the certificates representing the Equity Interests pledged pursuant to each Pledge Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof. (k) Each Uniform Commercial Code financing statement or other filing required by the Pledge Agreements shall be in proper form for filing. (l) All governmental and third party approvals necessary in connection with such termination or prepayment is hereby waived the financing contemplated by this Agreement shall have been obtained and shall be in full force and effect. Each Credit Party shall have provided the documentation and other information requested by the Lenders (to that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including without limitation, the extent such Lenders are parties to the Existing Credit Agreement)Act. The Administrative Agent shall notify the Borrower Borrowers and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Closing Date. This Agreement The obligations of the Lenders to make the Initial Term Loans hereunder shall not become effective until the date (the “Closing Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):satisfied: (a) The Administrative Agent (or its counsel) Effective Date shall have received from the Borrower and the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreementoccurred. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) Notice of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially Term Loan Borrowing in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel respect of the Borrower, substantially Initial Term Loans in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsaccordance with Section 2.02. (c) The Arrangers shall have received a copy of the offer document prepared by the Borrower in connection with the Panama Tender Offer, a copy of any undertakings by the shareholders of Panama to accept the Panama Tender Offer and the Panama Acquisition Agreement (including all exhibits, annexes and other attachments thereto). (d) The Panama Acquisition shall have been consummated, or shall be consummated substantially concurrently with the funding of the Initial Term Loans on the Closing Date, in accordance with the Panama Acquisition Agreement, as it may be amended, modified, supplemented, replaced or extended from time to time; provided that (i) no amendment, modification, or waiver of any term thereof, or consent granted thereunder, in each case that has the effect of changing Section 8.13 of the Panama Acquisition Agreement (as in effect on January 28, 2021) shall be made without the consent of the Arrangers, which consent shall not be unreasonably withheld or delayed and (ii) no amendment, modification or waiver of any term thereof or, consent granted thereunder, that has the effect of extending the Long-Stop Date (as defined in the Panama Acquisition Agreement as in effect on January 28, 2021) (other than any extension to December 31, 2021 in accordance with Section 7.1(b) of the Panama Acquisition Agreement as in effect on January 28, 2021) shall be made without the unanimous consent of the Lenders (for the avoidance of doubt, after giving effect to the provisions of Section 9.07(a) of this Agreement), which consent shall not be unreasonably withheld or delayed. (e) Each of the Specified Representations shall be true and correct in all material respects. (f) At least 10 days prior to the Closing Date, the Arrangers and the Administrative Agent shall have received (i) audited consolidated balance sheets and related audited consolidated statements of income, comprehensive income, shareholders’ equity and cash flows (and the related audit reports) for the Borrower and its Consolidated subsidiaries for the fiscal years ended December 31, 2017, 2018 and 2019 and (in the event that the date 10 days prior to the Closing Date occurs on a date that is more than 60 days following December 31, 2020), 2020, in each case prepared in accordance with GAAP, and (ii) unaudited consolidated balance sheets and related unaudited consolidated statements of income, comprehensive income and cash flows for the Borrower and its consolidated Subsidiaries for the fiscal quarter ended September 30, 2020 and each subsequent fiscal quarter ended on a date that is not a fiscal year end and that is at least 40 days before the date 10 days prior to the Closing Date (and comparable periods for the prior fiscal year), in each case prepared in accordance with GAAP and with respect to which the Borrower’s independent accountants shall have performed a SAS 100 review; provided that the Borrower’s filing of any (A) required audited financial statements with respect to the Borrower on Form 10-K or (B) required unaudited financial statements with respect to the Borrower on Form 10-Q, in each case, will satisfy the requirements under clauses (i) or (ii), as applicable, of this Section 3.02(f). The Administrative Agent and the Syndication Agent (on behalf of themselves and their affiliated Arrangers) hereby acknowledge that they have received each of the financial statements for the fiscal years ended December 31, 2017, 2018 and 2019 and the fiscal quarter ended September 30, 2020, in each case, described in clauses (i) and (ii) of the first sentence of this Section 3.02(f). (g) All costs, fees, expenses (including, without limitation, legal fees and expenses) and other compensation due and payable to the Arrangers, the Administrative Agent and the Lenders that are required to be paid on or prior to the Closing Date shall have been paid or shall have been authorized to be deducted from the proceeds of the Initial Term Loans, so long as any such expenses have been invoiced to the Borrower at least two (2) Business Days prior to the Closing Date. (h) The Initial Term Loan Commitment Expiration Date shall not have occurred. The Administrative Agent shall be entitled to rely on a certificate signed by a duly authorized officer of the BorrowerPPG, dated the Closing Date, certifying as to the incumbency and signature accuracy of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory matters set forth in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower. clauses (d) The Administrative Agent shall have received and (e) of this Section 3.02 in making a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer determination of the Borrower, confirming that (i) the representations and warranties satisfaction of the Borrower conditions precedent set forth in this Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement)clauses. The Administrative Agent shall promptly notify the Borrower Lenders and PPG in writing of the Lenders occurrence of the Closing Date, and such notice shall be conclusive and binding.

Closing Date. This The obligation of each Lender to make an Advance on the Closing Date shall be subject to the further conditions precedent that the Effective Date shall have occurred and that: (a) Each of the Purchase Agreement Representations and Specified Representations shall be true and correct in all material respects as of the Closing Date; provided that any representation and warranty that is qualified as to materiality, “Company Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such date (it being acknowledged that the definition of “Company Material Adverse Effect” shall be as defined in the Purchase Agreement for purposes of the Purchase Agreement Representations made or to be made on or as of the Closing Date). (b) Prior to or substantially concurrently with the initial funding of the Advances, all of the conditions precedent to the consummation of the Target Acquisition as set forth in the Purchase Agreement shall not become effective until the date on which each of the following conditions is have been satisfied (or waived in accordance with Section 9.02): the terms thereof and hereof, and each of the Delta Certificate of Merger and the Wax Certificate of Merger (in each case, as defined in the Purchase Agreement) shall have been filed, in each case in accordance with the Purchase Agreement, without giving effect to any amendments, modifications, supplements or waivers by the Guarantor (or any of its Affiliates) thereto or consents by the Guarantor (or any of its Affiliates) thereunder that are materially adverse to the Joint Lead Arrangers or the Lenders in their capacities as such without the Joint Lead Arrangers’ prior written consent (not to be unreasonably withheld, conditioned or delayed) (it being understood and agreed that (a) The Administrative Agent amendments, waivers and other changes to the definition of “Company Material Adverse Effect” in the Purchase Agreement, to the first sentence of Section 3.06 (Absence of Certain Changes) of the Purchase Agreement, or its counselto Section 6.02(a)(ii)(x) of the Purchase Agreement, in each case as in effect on the Commitment Letter Date, shall have received from the Borrower and be deemed to be materially adverse to the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement. and (b) The Administrative Agent shall have received a favorable written opinion any modification, amendment or express waiver or consents by the Guarantor (addressed or any of its Affiliates) that results in (x) an increase to the Administrative Agent and purchase price shall be deemed to not be materially adverse to the Lenders and dated the Closing Date) so long as such increase is not funded with proceeds of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit C, Debt and (iiy) a decrease to the General Counsel or an Assistant General Counsel of purchase price shall be deemed to not be materially adverse to the Borrower, substantially in Lenders so long as such reduction is allocated to ratably reduce the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsCommitments). (c) The Administrative Agent Joint Lead Arrangers shall have received (i) a certificate audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of (x) the Borrower, dated Guarantor and its Subsidiaries for the Closing Date, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower. (d) The Administrative Agent shall have received a certificate, dated three most recently completed fiscal years ended at least 90 days before the Closing Date and signed by (y) 21CF and its Subsidiaries for the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct as of three most recently completed fiscal years ended at least 90 days before the Closing Date and (ii) upon unaudited consolidated balance sheets and related statements of income and cash flows of each of the effectiveness Guarantor and its Subsidiaries and 21CF and its Subsidiaries, for each subsequent fiscal quarter ended at least 45 days before the Closing Date (other than the fourth fiscal quarter) and the corresponding period of this Agreementthe prior fiscal year; provided that filing of the required financial statements on Form 10-K and/or Form 10-Q, no Default as applicable, by the Guarantor or 21CF, respectively, will satisfy the foregoing applicable requirements. The Joint Lead Arrangers hereby acknowledge receipt of the financial statements in the foregoing clause (i) with respect to the Guarantor for the fiscal years ended September 29, 2018, September 30, 2017 and October 1, 2016 and with respect to 21CF for the fiscal years ended June 30, 2018, 2017 and 2016 and receipt of the financial statements in the foregoing clause (ii) with respect to 21CF for the fiscal quarters ended September 30, 2018 and 2017. (d) The Joint Lead Arrangers shall have occurred received (i) unaudited pro forma consolidated income statements of the Borrower and its Subsidiaries (after giving effect to the Transactions and the Target Acquisition and the other transactions contemplated by the Purchase Agreement) for each of (x) the most recent fiscal year of the Guarantor for which audited consolidated financial statements are required to have been provided pursuant to clause (c)(i) above and (y) the interim period, if any, since the date of such audited financial statements through the most recent quarterly unaudited consolidated financial statements of the Guarantor required to have been provided pursuant to clause (c)(ii) above and (ii) unaudited pro forma consolidated income statements of Target and its Subsidiaries for each of (x) the fiscal years of 21CF for which audited consolidated financial statements of 21CF are required to have been provided pursuant to clause (c)(i) above and (y) the interim period, if any, utilized in the preparation of the pro forma financial statements provided pursuant to clause (d)(i) (in the case of each of the preceding clauses (i) and (ii), to the extent that would be continuingrequired to be included in a registration statement on Form S-4 of the Borrower pursuant to Regulation S-X). The Joint Lead Arrangers hereby acknowledge receipt of the pro forma financial statements in the foregoing clause (i) for the twelve months ended September 30, 2017 and for the interim periods ended June 30, 2018 and March 31, 2018 and receipt of the pro forma financial statements in the foregoing clause (ii) for the fiscal years ended June 30, 2017, 2016 and 2015 and for the interim period ended December 31, 2017, in the case of unaudited pro forma consolidated income statements, and June 30, 2018 and March 31, 2018 in the case of the unaudited pro forma condensed combined balance sheet. (e) The All fees and other amounts due and payable by the Borrower and its Subsidiaries to the Joint Lead Arrangers, the Designated Agent and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall have paid all fees required to be paid, to the extent invoiced at least two Business Days prior to the Closing Date by the relevant Person and all expenses required to be paid and for which invoices have been presented, the extent such amounts are payable on or before prior to the Closing Date. (f) Concurrently The Designated Agent shall have received a certificate substantially in the form set forth in Exhibit E hereto from the chief financial officer or treasurer of the Borrower and the chief financial officer or treasurer of the Guarantor, certifying that each of the Guarantor and its Subsidiaries and the Borrower and its Subsidiaries, in each case after giving effect to the Transactions and the Target Acquisition and the other transactions contemplated by the Purchase Agreement and the incurrence of the Debt and other obligations being incurred in connection with this Agreement and the effectiveness of this Transactions and the Target Acquisition and the other transactions contemplated by the Purchase Agreement, that, with (x) respect to the Borrower and its Subsidiaries on a consolidated basis, (i) the sum of the liabilities of the Borrower shall (and its Subsidiaries, taken as a whole, does hereby) terminate not exceed the commitments under present fair saleable value of the Existing Credit Agreement assets of the Borrower and its Subsidiaries, taken as a whole; (ii) all principalthe capital of the Borrower and its Subsidiaries, interest and fees under the Existing Credit Agreement shall be paid taken as a whole, is not unreasonably small in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (relation to the extent business of the Borrower and its Subsidiaries, taken as a whole, contemplated on the date hereof and (iii) the Borrower and its Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts including current obligations beyond their ability to pay such Lenders are parties debt as they mature in the ordinary course of business and (y) with respect to the Existing Credit Guarantor and its Subsidiaries on a consolidated basis, (i) the sum of the liabilities of the Guarantor and its Subsidiaries, taken as a whole, does not exceed the present fair saleable value of the assets of the Guarantor and its Subsidiaries, taken as a whole; (ii) the capital of the Guarantor and its Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the Guarantor and its Subsidiaries, taken as a whole, contemplated on the date hereof and (iii) the Guarantor and its Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts including current obligations beyond their ability to pay such debt as they mature in the ordinary course of business. (g) The Designated Agent shall have received a certificate from a Responsible Officer of the Borrower, certifying as to the satisfaction of the conditions set forth in Section 3.02(a) and (b) of this Agreement). (h) The Designated Agent shall have received a Notice of Borrowing in accordance with the requirements hereof. The Administrative Designated Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Advances hereunder shall become effective once each of the foregoing conditions is satisfied (or waived pursuant to Section 8.01) on or prior to the Commitment Termination Date (and, in the event such conditions are not so satisfied or waived prior to the Commitment Termination Date, the Commitments shall terminate as of such date).

Closing Date. This Agreement shall not become effective until and the obligations of the Lenders to make the Tranche B-1 Term Loans in respect of the Tranche B-1 Commitments and the Tranche B-2 Term Loans in respect of the Tranche B-2 Commitments on the Closing Date shall become effective on the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02by the Required Backstop Lenders): (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts a counterpart of this Agreement signed on behalf of such parties by the Company and the Lenders, or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic pdf mail transmission of a signed signature page of this AgreementAgreement and the Guaranty) that such parties have each party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to copies of the Administrative Agent articles of incorporation, partnership agreement or similar organizational documents of the Company and the Lenders and dated each Guarantor as of the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit Ctogether with all amendments thereto, and a certificate of good standing or similar governmental evidence of corporate existence (ii) to the General Counsel extent applicable), certified by the Secretary or an Assistant General Counsel Secretary or other duly authorized director or representative of the BorrowerCompany or such Guarantor, substantially in as the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionscase may be. (c) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws or other similar operating agreement (to the extent applicable) and resolutions of the Borrowershareholders and/or Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent), of the Company and each Guarantor authorizing the execution and performance of the Loan Documents, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary or other duly authorized representative of the BorrowerCompany or such Guarantor, as the case may be. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Closing Date. This Agreement shall not become effective until The obligation of the date on which Buyer hereunder to purchase the Notes at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions is satisfied (or are for the Buyer’s sole benefit and may be waived by the Buyer at any time in accordance its sole discretion by providing the Issuers with Section 9.02):prior written notice thereof: (ai) The Administrative Agent Issuers and the Guarantors shall have executed and delivered to the Buyer (or its counseli) each of the Transaction Documents and (ii) the Notes (for the account of the Buyer as the Buyer shall instruct) being purchased by the Buyer at the Closing pursuant to this Agreement. Each of the Transaction Documents shall be in form and substance satisfactory to the Buyer. (ii) The Buyer shall have received from the Borrower and the Lenders either (i) counterparts opinion of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPPC, special counsel for the BorrowerIssuers’ outside counsel, dated as of the Closing Date, in substantially in the form of Exhibit CC attached hereto, and (ii) such local counsel opinions as the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsBuyer may reasonably request. (ciii) The Administrative Agent Issuers and the Guarantors shall have received (i) delivered to the Buyer a certificate evidencing the formation and good standing of each of Parent, the Issuers and the Guarantors in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five days of the Borrower, Closing Date and “bring down” certificates dated the Closing Date. (iv) The Issuers and the Guarantors shall have delivered to the Buyer certificates evidencing their qualification as foreign entities in good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which they conduct business and are required to so qualify, as of a date within five days of the Closing Date and “bring down” certificates dated the Closing Date. (v) The Issuers and the Guarantors shall have delivered to the incumbency and signature Buyer a certificate executed by the Secretary of each of the officers Issuers and the Guarantors, and dated as of the Borrower executing this Agreement Closing Date, in the form attached hereto as Exhibit D. (vi) The representations and authorized to execute Notes reasonably satisfactory in form warranties of the Issuers and substance to the Administrative Agent and (ii) Guarantors shall be true and complete copies correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the certificate of incorporation date when made and by-laws of the Borrower, certified as of the Closing Date as complete though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct copies thereof as of such specified date) and the Issuers and the Guarantors shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Secretary Transaction Documents to be performed, satisfied or an Assistant Secretary of complied with by the Borrower. (d) Issuers at or prior to the Closing Date. The Administrative Agent Buyer shall have received a certificate, dated the Closing Date and signed executed by the President, a Vice President Chief Executive Officer and principal financial or a Financial Officer accounting officer of each of the Borrower, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower Issuers and the Lenders Guarantors, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer in the form attached hereto as Exhibit E. (vii) The Issuers and the Guarantors shall have delivered a certificate of solvency, dated as of the Closing Date, executed by the principal financial or accounting officer of each of the Issuers and the Guarantors, in the form attached hereto as Exhibit F. (viii) The Issuers and the Guarantors shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the issuance and sale of the Notes and the Note Guarantees. (ix) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any downgrading, nor shall any public notice have been given of (A) any intended downgrading or (B) any review or possible change that does not indicate an improvement in the rating accorded any securities of or guaranteed by the Issuers by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the ▇▇▇▇ ▇▇▇. (x) Lien searches shall have been completed showing clean title on at least 95% of the assets of Parent, the Issuers and their Domestic Subsidiaries (including Buyer holding title on at least 95% of such assets with respect to which perfection requires possession of title) other than any light trucks and other noncommercial passenger motor vehicles and those assets located Mexico, lien perfection for which will be effected as soon as reasonably practicable (provided that such lien search reports will show liens in favor of Citibank, N.A., which liens will be discharged with a portion of the proceeds of the sale of the Notes, and liens in favor of the collateral agent for the holders of the Issuers’ 11% Senior Secured Notes due 2015). (xi) FTI Consulting or another firm satisfactory to Buyer shall have completed a review of the Issuers’ accounting, which review shall conclude that the Issuers are engaged in the process of remedying the material deficiencies noted in prior accountants’ reports and that for each of fiscal years 2007 and 2008 and the twelve months ended June 30, 2009, the Issuers’ revenue and EBITDA are no less than 85% of the amounts last reported for such periods prior to the date hereof. (xii) The Issuers shall have delivered the following to the Collateral Agent (with a copy to Buyer): (A) such financing statements as Buyer or the Collateral Agent may reasonably request to perfect the security interests granted by the Transaction Documents; (B) if the same are certificated, all certificates evidencing any of the pledged securities, accompanied by undated stock or other powers duly executed in blank; (C) such short form security agreements relating to Collateral consisting of patents, copyrights or trademarks as Buyer or the Collateral Agent may reasonably request together with intellectual property searches showing no liens other than Permitted Liens; (D) certified copies of UCC lien search results, listing all effective financing statements that name as debtor either of the Issuers or any Guarantor filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, which, except as otherwise agreed in writing by the Buyer or in respect of which the Buyer shall have received an acknowledgement acceptable to the Buyer, shall cover any of the Collateral, which results, except as otherwise agreed to in writing by the Buyer, shall not show any such Liens except for Permitted Liens and Liens in favor of Citibank, N.A. (which will be discharged with a portion of the proceeds of the sale of the Notes); (E) for each Premises, (x) mortgagee’s title insurance policies in favor of the Collateral Agent, insuring that title to such property is marketable and that the interests created by the Mortgage thereon constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with customary endorsements, coinsurance and reinsurance; and (y) the most recent survey of such Premises, together with either (1) an updated survey certification in favor of the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (2) an affidavit from the Issuers and the Guarantors stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the customary endorsements; (F) fully executed counterparts of the Mortgage Documents, in form and substance reasonably satisfactory to Buyer and Collateral Agent, which Mortgage Documents shall cover the real and personal property relating to the Issuers’ and Guarantors’ locations to be listed on a schedule to one of the Collateral Documents; (G) the Collateral Agent, Buyer and Buyer’s counsel shall be conclusive satisfied that, concurrent with the purchase of the Notes hereunder by the Buyer, (1) the Lien granted to the Collateral Agent, for the benefit of the Buyer, in the collateral described above is a first priority Lien; and binding(2) no Lien exists on any of the collateral described above other than (x) the Lien created in favor of the Collateral Agent, for the benefit of the Buyer, pursuant to a Collateral Document, (y) Permitted Liens, and (z) Liens in favor of Citibank, N.A., which will be discharged with a portion of the proceeds of the sale of the Notes; and (H) such other documents, searches, abstracts of title, reports, policies, surveys, opinions and certificates as the Collateral Agent or Buyer may reasonably require. (xiii) Buyer shall have received substantially contemporaneously with the Closing, a copy of the receipt of a payoff letter and lien releases from Citibank, N.A. (xiv) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority of competent jurisdiction that would, as of the Closing Date, render impossible the issuance or sale of the Notes or the issuance of the Notes Guarantee; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Notes or the issuance of the Notes Guarantee. (xv) The Issuers and the Guarantors shall have delivered to the Buyer such other documents relating to the transactions contemplated by this Agreement as the Buyer or its counsel may reasonably request.

Closing Date. This Agreement The Closing Date shall not become effective until occur on the first date on which each of all the following conditions is have been satisfied (or waived in accordance with Section 9.029.05): (a) The receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or its counselother written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by the Administrative Agent of a duly executed Note for the account of each Lender which shall have received from made written request therefor not less than two Domestic Business Days prior to the Borrower Closing Date, dated on or before the Closing Date and complying with the provisions of Section 2.13; (c) receipt by the Administrative Agent of duly executed counterparts of each Collateral Document, together with evidence satisfactory to it in its sole good faith discretion of the effectiveness of the security contemplated thereby and the Lenders either perfection of the security interests created thereby (iincluding the filing of UCC-1s and the delivery of any stock certificates or promissory notes comprising the Collateral); (d) receipt by the Administrative Agent of duly executed counterparts of this Agreement the Subsidiary Guarantee signed on behalf of such parties or each Subsidiary Guarantor; (iie) written evidence satisfactory the fact that Acquisition Sub shall have accepted tenders of not less than the minimum number of shares of common stock, par value $1.00 per share, of ARCO Chemical required pursuant to the Administrative Agent (which may include telecopy or electronic pdf transmission Offer to Purchase, without waiver of a signed signature page any of this Agreement) that such parties have each signed a counterpart of this Agreement. (b) The the material conditions thereof, and the Administrative Agent shall have received a favorable written certificate from the chief executive officer, chief financial officer or treasurer of the Borrower to such effect; (f) receipt by the Administrative Agent of (x) an opinion (addressed to the Administrative Agent Agents and the Lenders Lenders) of ▇▇▇▇▇ & ▇▇▇▇▇ L.L.P., special counsel for the Obligors, substantially in the form of Exhibit E hereto, and (y) an opinion (addressed to the Agents and the Lenders) of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Associate General Counsel of the Borrower, substantially in the Form of Exhibit F hereto, each dated the Closing DateDate and each covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (g) receipt by the Administrative Agent of an opinion (addressed to the Agents and the Lenders) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP▇, special counsel for the BorrowerAgents, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower. (d) The Administrative Agent shall have received a certificateG hereto, dated the Closing Date and signed covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (h) receipt by the President, a Vice President or a Financial Officer Administrative Agent of payment of participation fees for the Borrower, confirming that account of each Lender in the amount heretofore mutually agreed; (i) receipt by each of the representations Agents, the Arranger and warranties the Co-Arrangers of payment of all other costs, fees and expenses (including, without limitation, reasonable legal fees and expenses for which invoices shall have been submitted to the Borrower) and other compensation payable to any of the foregoing on or prior to the Closing Date in connection with the Loan Documents; (j) the fact that there shall have been no material adverse change in the financial condition, business, assets, results of operations, liabilities or prospects of the Borrower set forth in this Agreement are true and correct ARCO Chemical and their respective Subsidiaries, taken as a whole, since the most recently ended fiscal year of such entity for which audited financial statements have been delivered to the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing.Lenders; (ek) The Borrower shall have paid receipt by the Administrative Agent of all fees required documents it may reasonably request relating to be paidthe existence of each Obligor, the corporate authority for the Loan Documents and the Acquisition Documents, and any other matters relevant hereto, all expenses required in form and substance satisfactory to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid such Agent in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.its sole good faith discretion; and

Closing Date. This Agreement shall not become effective until The obligations of the date Lenders to make Loans on which each the Closing Date are subject, at the time of the making of such Loans to satisfaction of the following conditions is satisfied (on or waived in accordance with Section 9.02):prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders each party hereto either (i) counterparts a counterpart of this Agreement signed and each Loan Document to which such Person is a party, executed on behalf of such parties party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf facsimile transmission of a signed signature page of this Agreement) that such parties have each party has signed a counterpart of this Agreement and each other Loan Document to which such Person is a party. Without limitation to the foregoing, each Guarantor shall have executed the Guarantee Agreement. (b) The Administrative Agent shall have received from Borrower a Closing Certificate, dated the Closing Date and signed on behalf of Borrower by a Financial Officer of Borrower. (c) The Administrative Agent shall have received a certificate of the secretary or assistant secretary of each Loan Party dated the Closing Date, certifying (i) that attached thereto is a true and complete copy of each Organizational Document of such Loan Party certified (to the extent applicable) as of a recent date by the Secretary of State (or equivalent Governmental Authority) of the state or jurisdiction of its organization, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of each Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (iii) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (c)) and (iv) that there have been no changes in the certificate of incorporation (or equivalent Organizational Document) of such Loan Party from the certificate of incorporation (or equivalent Organizational Document) delivered pursuant to clause (i) above. (d) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ , Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for to the Borrower, substantially Loan Parties. (i) Borrower shall have received in the aggregate gross proceeds of $775,000,000 from borrowings under the First Lien Credit Agreement and the First Lien Loan Documents shall be in form of Exhibit C, and substance reasonably satisfactory to the Lead Arrangers and (ii) the General Counsel or an Assistant General Counsel of Administrative Agent shall have received the BorrowerIntercreditor Agreement, substantially in fully executed by the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsparties thereto. (cf) There shall not have occurred any change since December 31, 2005 which has had a Closing Date Material Adverse Effect. (g) The Administrative Agent shall have received (i) a certificate unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower, dated Acquired Business for each Fiscal Quarter of the current Fiscal Year ending more than 45 days prior to the Closing Date, as for the period from the beginning of the current Fiscal Year to the incumbency and signature end of such Fiscal Quarter (the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent “Unaudited Financial Statements”), and (ii) true a pro forma consolidated balance sheet and complete copies related statements of income for Borrower (the “Pro Forma Financial Statements”) for the period from the beginning of the certificate of incorporation and by-laws current Fiscal Year to the end of the Borrower, certified as of last Fiscal Quarter covered by the Unaudited Financial Statements and for the latest four-quarter period ending more than 45 days prior to the Closing Date as complete and correct copies thereof by Date, in each case after giving effect to the Secretary or an Assistant Secretary of the BorrowerTransactions. The Unaudited Financial Statements shall be prepared in accordance with GAAP. (dh) The Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring down telegrams or facsimiles, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities. (i) The Administrative Agent shall have received a certificatecertificate of the chief financial officer of Borrower in the form of Exhibit O, confirming the solvency of the Loan Parties on a consolidated basis after giving effect to the Transactions. (j) The Merger shall have been consummated or shall be consummated concurrently with the initial funding of Loans under this Agreement in accordance with the Merger Agreement and all other related documentation (without any amendment, modification or waiver of any material provision which is material and adverse to the Lenders without the prior consent of the Lead Arrangers), and the Administrative Agent shall have received a true and correct executed copy of each Merger Document. (k) The Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by the Administrative Agent and required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations (including without limitation, the Patriot Act), including without limitation the information described in Section 9.18. (l) The Cash Equity Financing shall have been consummated in an amount of not less than $318,850,000, which shall have been distributed by NewCo to Holdco and Holdco to wholly owned subsidiaries of Emdeon and the Rollover in the amount of $294,320,000 shall have been contributed to Holdco, and the Equity Financing shall have been in an aggregate amount such that immediately after giving effect to the Transactions not less than 20% of the total consolidated capitalization of Borrower shall be attributable to the Cash Equity Financing and not less than 80% of the Cash Equity Financing shall have been provided by the Sponsor. The terms and documentation of the Equity Financing shall be reasonably satisfactory to the Lead Arrangers. (m) After giving effect to the Transactions, none of Holdco or its Subsidiaries shall have outstanding any Indebtedness other than (i) the Loans and other extensions of credit under this Agreement and the related guarantees, (ii) the First Lien Loans and the related guarantees and (iii) the Indebtedness set forth on Schedule 6.01(w). (n) The Administrative Agent shall have received all Fees payable to the Administrative Agent or any Lender on or prior to the Closing Date under the Fee Letter and all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including reimbursement or payment of all reasonable out-of-pocket expenses (including the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and one local counsel, if any) required to be reimbursed or paid by Borrower hereunder or under any other Loan Document, in each case to the extent invoiced and supported by documentation. (o) The Collateral Agent shall have received counterparts of the Security Agreement signed by each Loan Party and the Collateral Agent shall have received the following in form and substance reasonably satisfactory to the Collateral Agent (provided that in the cases of clauses (i) and (ii) below, such items shall be delivered to the First Lien Collateral Agent, which shall act as bailee for the Collateral Agent): (i) certificates representing all certificated Pledged Securities (other than the common stock of Minnesota Medical Communication Network, LLC), together with executed and undated stock powers and/or assignments in blank; (ii) all Intercompany Notes, together with executed and undated instruments of assignment endorsed in blank; (iii) a copy of, or a certificate as to coverage under, the insurance policies required by Sections 5.04(i), (ii) and (iii) and the applicable provisions of the Security Documents, each of which shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured and loss payee; (iv) appropriate financing statements or comparable documents authorized by (and executed by, to the extent applicable) the appropriate entities in proper form for filing under the provisions of the UCC and applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, in the Collateral Agent’s reasonable discretion, to grant to the Collateral Agent a perfected Second Priority Lien on the Collateral, superior and prior to the rights of all third persons other than the holders of Permitted Liens; (v) UCC, judgment and tax lien search reports listing all effective financing statements or comparable documents which name any applicable Loan Party as debtor and which are filed in those jurisdictions in which, any Loan Party is organized, any of the Collateral is located and the jurisdictions in which any applicable Loan Party’s principal place of business is located in the United States, together with copies of such existing financing statements; (vi) evidence of the preparation for recording or filing, as applicable, of all recordings and filings of each Security Document, including, without limitation, with the United States Patent and Trademark Office and the United States Copyright Office, and delivery and recordation (or authorization for recordation), if necessary, of such other security and other documents, including, without limitation, mortgage releases and satisfactions, UCC-3 (or other equivalent) termination statements with respect to UCC (or other equivalent) filings that do not constitute Permitted Liens, as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported or intended to be created, by such Security Documents; and (vii) a completed Perfection Certificate dated the Closing Date and signed on behalf of the Loan Parties by the President, a Vice President an executive officer or a Financial Officer of each Loan Party, together with all attachments contemplated thereby, including the Borrower, confirming that results of a search of the UCC (ior equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate. (p) The Administrative Agent shall have received a Borrowing Request required by Section 2.02. (q) The representations and warranties of the Borrower set forth in this Agreement are Article III (excluding on the Closing Date Sections 3.03, 3.05, 3.06, 3.07, 3.08, 3.09, 3.10, 3.11, 3.12, 3.13, 3.15, 3.16, 3.17, 3.19, 3.20, 3.22, 3.23 and 3.24) and in the other Loan Documents shall be true and correct in all material respects with the same effect as if then made (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of the Closing Date and such earlier date). (iir) upon the effectiveness No Default or Event of this Agreement, no Default shall have occurred and be continuing. (e) . The Borrower Credit Event shall have paid all fees required be deemed to be paid, constitute a representation and all expenses required to be paid and for which invoices warranty by Borrowers on the date of the Credit Event that the conditions set forth in this Section 4.01 have been presented, on or before the Closing Datesatisfied. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Closing Date. This Agreement shall not become effective until The obligation of each Term Lender to make and accept (in consideration of the date on which each Seller Note Consideration) the Term Loans hereunder is subject to the satisfaction (or waiver in accordance with Section 9.07) of the following conditions is satisfied (or waived and, in accordance with the case of each document specified in this Section 9.02to be received by the Administrative Agent, such document shall be in form and substance satisfactory to the Administrative Agent and each Term Lender): (a) The Administrative Agent (or its counsel) shall have received from the Borrower received, and the Lenders either be satisfied with: (i) counterparts an executed counterpart of this Agreement signed on behalf of such parties Agreement, and the Seller Note, in each case, from each party thereto (or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of to this Agreement) that such parties have each party has signed a counterpart of this Agreement.); (bii) The such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent shall have received may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a favorable written opinion (addressed Responsible Officer in connection with the Loan Documents, in each case, in form reasonably acceptable to the Administrative Agent; (iii) such other documents and certificates (including organizational documents and good standing certificates) as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the Lenders Borrower and dated any other legal matters relating to the Closing DateBorrower, the Loan Documents or the transactions contemplated thereby; (iv) an opinion of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for to the Borrower, addressed to the Administrative Agent and the Term Lenders and dated the Closing Date, in form and substance satisfactory to the Administrative Agent (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons); (v) evidence reasonably demonstrating that Target and the Business (each, as defined in the Acquisition Agreement) have been released from any guarantees or other obligations (or will released automatically concurrently with the making of the Term Loans on the Closing Date), and all liens on any assets of the Target or the Business have been released (or will released automatically concurrently with the funding of the Term Loans on the Closing Date), in each case, under (i) that certain Second Amended and Restated Credit Agreement dated as of December 1, 2017 (as amended, restated, supplemented or otherwise modified prior to the date hereof) and (ii) any of the 4.000% Senior Notes due 2028 of the Seller under that certain Indenture dated as of March 2, 2010 (as amended, restated, supplemented or otherwise modified prior to the date hereof); (vi) the Collateral and Guarantee Requirement (other than as expressly permitted to be effected after the Closing Date pursuant to and in accordance with Sections 5.10 and 5.12) shall have been satisfied; provided that if, notwithstanding the use by the Borrower of commercially reasonable efforts without undue burden or expense to cause the Collateral and Guarantee Requirement to be satisfied on the Closing Date, the requirements thereof (other than (a) the execution and delivery of each of the Guarantee Agreement and Collateral Agreement by the Loan Parties, (b) creation of and perfection of security interests in the Equity Interests issued by the Borrower and its Wholly Owned Subsidiaries that are not Excluded Assets (provided that any such Equity Interests that are certificated, other than certificated Equity Interests of the Borrower (to the extent certificated), will be required to be delivered on the Closing Date only to the extent received, it being understood that the Borrower shall use its commercially reasonable efforts to cause such certificates to be delivered to the Borrower on the Closing Date) and (c) delivery of Uniform Commercial Code financing statements, with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the availability of the initial Term Loans on the Closing Date (but shall be required to be satisfied as promptly as practicable on or after the Closing Date or such later date as the Administrative Agent may otherwise reasonably agree); (vii) [reserved]; (viii) [reserved]; (ix) a certificate from the chief financial officer of Holdings certifying substantially in the form of Exhibit CG that Holdings and its Subsidiaries, on a consolidated basis, after giving effect to the Transactions to occur on the Closing Date, is Solvent; and (x) a request for the extension and acceptance of the Term Loans at least three (3) Business Days prior to the Closing Date. (b) Prior to or substantially concurrently with the initial making of the Term Loans on the Closing Date, (i) the Equity Contribution shall have been consummated and the proceeds thereof shall have been paid to the Term Lenders or their designee as partial consideration for the Acquisition, and (ii) the General Counsel Acquisition shall be consummated in accordance with the terms of the Acquisition Agreement (without any amendment, modification or an Assistant General Counsel of waiver thereof or any consent thereunder which is materially adverse to the Borrower, substantially in the form Term Lenders without the prior written consent of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsthe Administrative Agent). (c) The Borrower shall have paid all fees, costs and expenses required to be paid on or prior to the Closing Date pursuant to the terms hereof or as otherwise agreed in writing to be paid by it to the Administrative Agent or the Term Lenders in connection herewith, in each case, to the extent due, to the extent that statements for such expenses shall have received been delivered to the Borrower at least three (i3) a certificate Business Days prior to the Closing Date). (d) Upon the reasonable request of the Borrower, dated any Term Lender made at least ten days prior to the Closing Date, as the Borrower shall have provided to such Term Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the incumbency and signature Closing Date. (e) Since the date of the officers Acquisition Agreement, there shall have been no “Material Adverse Effect” (as such term is defined in the Acquisition Agreement). (f) At the time of and immediately after the making of the Borrower executing this Agreement Term Loans on the Closing Date, no Default or Event of Default shall have occurred and authorized to execute Notes reasonably satisfactory be continuing. (g) The representations and warranties set forth in form Article III and substance to the Administrative Agent and (ii) in each other Loan Document shall be true and complete copies correct in all material respects (without duplication of the certificate of incorporation materiality or Material Adverse Effect qualifiers) on and by-laws of the Borrower, certified as of the Closing Date as complete Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct copies thereof by the Secretary in all material respects (without duplication of materiality or an Assistant Secretary Material Adverse Effect qualifiers) on and as of the Borrowersuch earlier date. (dh) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) compliance with the representations and warranties of the Borrower conditions precedent set forth in this Agreement are true and correct as of the Closing Date and clauses (ii) upon the effectiveness of this Agreementb), no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paid), and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (iig) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and bindingabove.

Closing Date. This Agreement shall not become effective until On the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):Closing Date: (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special a corporate counsel for of the Borrower, substantially dated the Closing Date and addressed to the Lenders, to the effect set forth in the form of Exhibit C, D hereto and (ii) Shearman & Sterling, counsel for the General Counsel or an Assistant General Counsel of Agent, in form and substance satisfactory to the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsAgent. (cb) The Administrative Agent shall have received (i) a long form certificate of the Borrower, dated the Closing Date, as to the incumbency and signature certificate of the officers incorporation, including all amendments thereto, of the Borrower executing this Agreement as of a recent date by the Secretary of State of the state of incorporation of the Borrower and authorized to execute Notes reasonably satisfactory in form and substance a certificate as to the Administrative Agent and good standing of the Borrower as of a recent date, from such Secretary of State; (ii) true and complete copies of the a certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of the Borrower as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below except for any changes specified in such certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Agreement and the Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation of the Borrower has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of the Borrower; and (iii) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above. (dc) The Administrative Agent shall have received a certificatecertificate from the Borrower, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, Borrower confirming that (i) compliance with the representations and warranties of the Borrower conditions precedent set forth in this Agreement are true and correct as of the Closing Date paragraphs (b) and (iic) upon the effectiveness of this Agreement, no Default shall have occurred and be continuingSection 4.01. (ed) The Borrower Agent shall have paid all fees required to be paid, received any Fees and all expenses required to be paid other amounts due and for which invoices have been presented, payable on or before prior to the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Closing Date. This The effectiveness of this Agreement shall not become effective until is subject to the date on which each satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.02):conditions: (a) The Administrative Agent (or its counsel) shall have received from the Borrower and received, on behalf of itself, the Lenders either and each Issuing Bank, a favorable written opinion of (i) counterparts the General Counsel or Deputy General Counsel of this Agreement signed on behalf of such parties or (ii) written evidence the U.S. Borrower, in form and substance reasonably satisfactory to the Administrative Agent Agent, (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for Holdings and the BorrowerBorrowers, substantially in form and substance reasonably satisfactory to the Administrative Agent and (iii) each foreign counsel listed on Schedule 4.02(a), in form of Exhibit Cand substance reasonably satisfactory to the Administrative Agent, in each case (x) dated on the Closing Date, (y) addressed to the Issuing Banks, the Administrative Agent and the Lenders and (z) covering such matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and (ii) Holdings and the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower Borrowers hereby requests request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate, articles of incorporation or partnership agreement (or comparable organizational document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or comparable entity) of the jurisdiction of its organization, and a certificate as to the good standing (where such concept is applicable) of each Loan Party as of a recent date, from such Secretary of State (or comparable entity); (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated on the Closing Date and certifying (w) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Loan Party as in effect on the Closing Date and at all times since the date of the resolutions described in clause (x) below, (x) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or partners (or comparable governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (y) that the certificate, articles of incorporation or partnership agreement (or comparable organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above and (z) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent may reasonably request. (c) The Administrative Agent shall have received (i) a certificate of the Borrowercertificate, dated the Closing Date, as on or shortly prior to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof signed by the Secretary or an Assistant Secretary a Responsible Officer of the U.S. Borrower, confirming compliance with the conditions precedent set forth in Section 4.02(f). (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or certificate of a Financial Officer of Holdings, in form and substance reasonably satisfactory to the BorrowerAdministrative Agent, confirming to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, are solvent (which certificate shall be substantially similar to the corresponding certificate delivered in connection with the closing of the Existing Credit Agreement). (e) The Administrative Agent shall have received all Fees, and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced two days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (f) (i) the The representations and warranties of the Borrower set forth in this Agreement are Article III shall be true and correct as of in all material respects on the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall have been true and correct in all materials respect as of such earlier date and (ii) upon the effectiveness no Default or Event of this Agreement, no Default shall have occurred and be continuing. (eg) The Borrower Existing Tranche A Loan Refinancing and the Existing Tranche B Loan Prepayment shall have paid occurred (or shall occur substantially concurrently with the Closing Date). (h) The Administrative Agent shall have received, at least two (2) Business Days prior to the Closing Date, all fees documentation and other information reasonably requested by it (on behalf of itself or any Lender) at least 10 Business Days prior to the Closing Date that is required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (i) The Guarantee Agreement and all other documents required by Section 5.09, shall have been duly executed by each Loan Party that is to be paid, a party thereto and all expenses required to shall be paid in full force and for which invoices have been presented, effect on or before the Closing Date. (fj) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify have received counterparts of this Agreement that, when taken together, bear the Borrower signatures of Holdings, the Borrowers, each Revolving Credit Lender set forth on Schedule 2.01, each Term Lender set forth on Schedule 2.01 and the Lenders of the Closing Date, and such notice shall be conclusive and bindingeach Issuing Bank set forth on Schedule 2.01(a).

Closing Date. This Agreement The obligations of the Lenders to make the initial Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (including by telecopy or email transmission) (i) counterparts from each Loan Party party to the relevant Loan Document, a counterpart of this such Loan Document signed on behalf of such Loan Party, (ii) from each Credit Party party thereto, a counterpart of the LMC Pledge Agreement signed on behalf of such parties or Credit Party and (iiiii) written evidence satisfactory an Acknowledgement and Consent in the form attached to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this LMC Pledge Agreement) that , executed and delivered by the Borrower, and each such parties have each signed a counterpart of this Agreementdocument shall be in full force and effect. (b) The Administrative Agent and the Lead Arranger shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPL.L.C., special counsel for the BorrowerCredit Parties, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. B. The Borrower hereby requests such counsel to deliver such opinionsopinion. (c) The Administrative Agent and the Lead Arranger shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Credit Parties, the authorization of the Transactions (iexcluding use of proceeds) and any other legal matters relating to the Credit Parties, this Agreement or the Transactions (excluding use of proceeds), including a certificate of each Credit Party substantially in the Borrowerform of Exhibit F, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory all in form and substance reasonably satisfactory to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrowerits counsel. (d) The Administrative Agent and the Lead Arranger shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (ia) the representations and warranties of the Borrower each Loan Party set forth in this Agreement the Loan Documents are true and correct as of the Closing Date and (iib) upon as of the effectiveness of this AgreementClosing Date, no Default shall have has occurred and be is continuing. (e) The Borrower loans outstanding under the Existing Credit Agreements, and accrued interest thereon and accrued commitment fees under the Existing Credit Agreements and all related amounts, shall have been paid all fees required to be paid, and all expenses required to be paid and for which invoices in full (or instructions shall have been presented, given to the Administrative Agent to make payment thereof in full with the proceeds of the initial Loans hereunder) and the commitments under and the Liens existing in connection with the Existing Credit Agreements shall have been terminated (or arrangement reasonably satisfactory to the Administrative Agent shall have been made for the termination on or before the Closing Date), and the Administrative Agent shall have received satisfactory evidence thereof. (f) Concurrently with The Administrative Agent shall have received reasonably satisfactory evidence that the effectiveness Liens securing the Existing Notes no longer secure assets of this Agreementthe Loan Parties other than Equity Interests in Material Domestic Subsidiaries (or arrangements reasonably satisfactory to the Administrative Agent for the release of such Liens shall have been made on the Closing Date). (g) The Administrative Agent and the Lead Arranger shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) Since December 31, 2009, there shall have been no event that has had or would reasonably be expected to have a Material Adverse Effect. (i) The Administrative Agent shall have received the Borrower results of a recent Lien search with respect to each Loan Party, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent. (and does herebyj) terminate The Collateral Agent shall have received the commitments under certificates representing the Existing Credit Equity Interests pledged pursuant to each of the Pledge Agreement and the LMC Pledge Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof. (iik) all principal, interest and fees under Each Uniform Commercial Code financing statement or other filing required by the Existing Credit Pledge Agreement shall be paid in full. Any advance notice required proper form for filing. (l) All governmental and third party approvals necessary in connection with such termination or prepayment is hereby waived the financing contemplated by this Agreement shall have been obtained and shall be in full force and effect. Each Credit Party shall have provided the documentation and other information requested by the Lenders (to that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including without limitation, the extent such Lenders are parties to the Existing Credit Agreement)Act. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Closing Date. This Agreement The Borrower shall not become effective until the date on which satisfy each of the following conditions is satisfied (prior to the Closing Date, and with respect to any condition requiring delivery of any agreement, certificate, document, or waived instrument to the Lenders, the Borrower hereby agrees that any such agreement, certificate, document, or instrument delivered to Agent may be distributed by Agent to the Lenders in accordance with Section 9.02):satisfaction of such requirement. (a) The Administrative Agent (or its counsel) shall have received from counterparts (executed on behalf of each Loan Party, the Borrower Agent and the Lenders either party thereto) of each of (i) counterparts of this Agreement signed on behalf of such parties or Agreement, (ii) written evidence satisfactory the Ratification Agreement, (iii) the Pledge Amendment, and (iv) a solvency certificate, in each case, in form and substance acceptable to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this AgreementAgent. (b) The Administrative Agent shall have received a favorable written opinion (addressed customary incumbency certificate from each of Holdings, Managing General Partner and Borrower certifying as to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPresolutions duly adopted by the Managing General Partner, special counsel for its members or any other equivalent body authorizing the Borrowerexecution, substantially in delivery and performance of this Agreement and the form of Exhibit Cother Loan Documents to be executed on the Closing Date as so amended or ratified, and (ii) copies of its articles or certificate of limited partnership, formation or incorporation, as applicable, together with all amendments thereto, (iii) copies of its bylaws, limited liability company agreement, or partnership agreement, as applicable (iv) incumbency and specimen signature of each officer executing any Loan Document and (iv) a certificate of good standing (or equivalent certification from the General Counsel appropriate governmental officer in its jurisdiction of incorporation or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsorganization. (c) The Administrative Agent shall have received (i) a certificate an officer’s certificate, signed by an Authorized Officer of the Borrower, dated the Closing Date, as to Date stating that no Default has occurred and is continuing under the incumbency and signature of the officers of the Borrower executing this Original Credit Agreement and authorized to execute Notes reasonably satisfactory the representations and warranties contained in form and substance to the Administrative Agent and (ii) Article V are true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified correct in all material respects as of the Closing Date as complete (except for such representations and warranties that have a materiality qualification, which shall be true and correct copies thereof by the Secretary or an Assistant Secretary of the Borrowerin all respects). (d) The Administrative Agent shall have received a certificatean executed legal opinion of counsel to the Loan Parties’ counsel, dated addressed to the Closing Date Agent, the LC Issuer and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) the representations Lenders in form and warranties of the Borrower set forth in this Agreement are true substance customary and correct as of the Closing Date and (ii) upon the effectiveness appropriate for transactions of this Agreement, no Default shall have occurred and be continuingtype. (e) The Borrower shall have paid all fees required delivered any Notes requested by a Lender pursuant to be paid, and all expenses required Section 2.22 payable to be paid and for which invoices have been presented, on or before the Closing Dateorder of each such requesting Lender. (f) Concurrently All legal (including tax implications) and regulatory matters, including, but not limited to compliance with applicable requirements of Regulations U, T and X of the effectiveness Board of this Governors of the Federal Reserve System, shall be satisfactory to the Agent and the Lenders. (g) The Agent shall have received evidence reasonable satisfactory to it that, effective no later than the consummation of the Specified IPO Transactions, no Loan Party shall be liable for any fees under or pursuant to the Management Agreement (as defined in the Original Credit Agreement). (h) The Borrower shall have paid all of the fees and expenses due and payable to the Agent, the Arranger, the LC Issuer and the Lenders pursuant to Section 2.10, and Section 9.6(a). (i) the No Material Adverse Effect shall have occurred since December 31, 2011. (j) The Borrower shall (and does hereby) terminate have delivered the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders most recent drafts of each of the Closing DatePartnership Agreement, the DRIP and such notice shall be conclusive LTIP, in each case, in form and bindingsubstance reasonably acceptable to Agent.

Closing Date. This Agreement shall not become effective until The obligation of each Buyer hereunder to purchase the date on which Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions is satisfied (or are for each Buyer's sole benefit and may be waived by such Buyer at any time in accordance its sole discretion by providing the Company with Section 9.02):prior written notice thereof: (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts The Company shall have executed and delivered to such Buyer (i) each of this Agreement signed on behalf of such parties or the Transaction Documents and (ii) written evidence satisfactory the Common Shares (in such amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement. (bii) The Administrative Agent Such Buyer shall have received a favorable written the opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ Ropes & ▇▇▇▇▇▇▇▇ LLP, special counsel for the BorrowerCompany's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit E attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit CC attached hereto, which instructions shall have been delivered to and (ii) acknowledged in writing by the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsCompany's transfer agent. (civ) The Administrative Agent Company shall have received (i) delivered to such Buyer a certificate evidencing the incorporation and good standing of the BorrowerCompany in its state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's qualification as a foreign corporation and good standing issued by the Secretary of State of the State of California as of a date within 10 days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within 10 days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the incumbency and signature resolutions consistent with Section 3(b) as adopted by the Company's Board of Directors in a form reasonably acceptable to such Buyer (the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and "RESOLUTIONS"), (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit F. (viii) The representations and warranties of the Company shall be true and complete copies correct in all material respects (except for representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the certificate of incorporation date when made and by-laws of the Borrower, certified as of the Closing Date as complete though made at that time (except for representations and correct copies thereof warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects (except for covenants, agreements and conditions that are qualified by materiality, which shall be complied with in all respects) with the covenants, agreements and conditions required by the Secretary Transaction Documents to be performed, satisfied or an Assistant Secretary of complied with by the Borrower. (d) The Administrative Agent Company at or prior to the Closing Date. Such Buyer shall have received a certificate, dated the Closing Date and signed executed by the President, a Vice President or a Financial Chief Executive Officer of the BorrowerCompany, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct dated as of the Closing Date Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit G. (iiix) upon the effectiveness of this Agreement, no Default The Company shall have occurred and be continuing. (e) The Borrower shall have paid all fees required delivered to be paid, and all expenses required to be paid and for which invoices have been presented, on or before such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (fx) Concurrently with The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the effectiveness sale of this Agreementthe Common Shares and the Warrants, including, without limitation, the expiration or waiver of the 15-day period set forth in Rule 4310(c)(17) of the National Association of Securities Dealers, Inc. (ixi) the Borrower The Company shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with have delivered to such termination or prepayment is hereby waived by the Lenders (Buyer such other documents relating to the extent transactions contemplated by this Agreement as such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and bindingBuyer or its counsel may reasonably request.

Closing Date. This The obligation of each Lender to make an Advance on the Closing Date shall be subject to the further conditions precedent that the Effective Date shall have occurred and that: (a) Each of the Purchase Agreement Representations and Specified Representations shall be true and correct in all material respects as of the Closing Date; provided that any representation and warranty that is qualified as to materiality, “Company Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such date (it being acknowledged that the definition of “Company Material Adverse Effect” shall be as defined in the Purchase Agreement for purposes of the Purchase Agreement Representations made or to be made on or as of the Closing Date). (b) Prior to or substantially concurrently with the initial funding of the Advances, all of the conditions precedent to the consummation of the Target Acquisition as set forth in the Purchase Agreement shall not become effective until the date on which each of the following conditions is have been satisfied (or waived in accordance with Section 9.02): the terms thereof and hereof, and each of the Delta Certificate of Merger and the Wax Certificate of Merger (in each case, as defined in the Purchase Agreement) shall have been filed, in each case in accordance with the Purchase Agreement, without giving effect to any amendments, modifications, supplements or waivers by the Guarantor (or any of its Affiliates) thereto or consents by the Guarantor (or any of its Affiliates) thereunder that are materially adverse to the Joint Lead Arrangers or the Lenders in their capacities as such without the Joint Lead Arrangers’ prior written consent (not to be unreasonably withheld, conditioned or delayed) (it being understood and agreed that (a) The Administrative Agent amendments, waivers and other changes to the definition of “Company Material Adverse Effect” in the Purchase Agreement, to the first sentence of Section 3.06 (Absence of Certain Changes) of the Purchase Agreement, or its counselto Section 6.02(a)(ii)(x) of the Purchase Agreement, in each case as in effect on the Commitment Letter Date, shall have received from the Borrower and be deemed to be materially adverse to the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement. and (b) The Administrative Agent shall have received a favorable written opinion any modification, amendment or express waiver or consents by the Guarantor (addressed or any of its Affiliates) that results in (x) an increase to the Administrative Agent and purchase price shall be deemed to not be materially adverse to the Lenders and dated the Closing Date) so long as such increase is not funded with proceeds of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit C, Debt and (iiy) a decrease to the General Counsel or an Assistant General Counsel of purchase price shall be deemed to not be materially adverse to the Borrower, substantially in Lenders so long as such reduction is allocated to ratably reduce the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsCommitments). (c) The Administrative Agent Joint Lead Arrangers shall have received (i) a certificate audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of (x) the Borrower, dated Guarantor and its Subsidiaries for the Closing Date, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower. (d) The Administrative Agent shall have received a certificate, dated three most recently completed fiscal years ended at least 90 days before the Closing Date and signed by (y) 21CF and its Subsidiaries for the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct as of three most recently completed fiscal years ended at least 90 days before the Closing Date and (ii) upon unaudited consolidated balance sheets and related statements of income and cash flows of each of the effectiveness Guarantor and its Subsidiaries and 21CF and its Subsidiaries, for each subsequent fiscal quarter ended at least 45 days before the Closing Date (other than the fourth fiscal quarter) and the corresponding period of this Agreementthe prior fiscal year; provided that filing of the required financial statements on Form 10-K and/or Form 10-Q, no Default as applicable, by the Guarantor or 21CF, respectively, will satisfy the foregoing applicable requirements. The Joint Lead Arrangers hereby acknowledge receipt of the financial statements in the foregoing clause (i) with respect to the Guarantor for the fiscal years ended September 29, 2018, September 30, 2017 and October 1, 2016 and with respect to 21CF for the fiscal years ended June 30, 2018, 2017 and 2016 and receipt of the financial statements in the foregoing clause (ii) with respect to 21CF for the fiscal quarters September 30, 2018 and 2017. (d) The Joint Lead Arrangers shall have occurred received (i) unaudited pro forma consolidated income statements of the Borrower and its Subsidiaries (after giving effect to the Transactions and the Target Acquisition and the other transactions contemplated by the Purchase Agreement) for each of (x) the most recent fiscal year of the Guarantor for which audited consolidated financial statements are required to have been provided pursuant to clause (c)(i) above and (y) the interim period, if any, since the date of such audited financial statements through the most recent quarterly unaudited consolidated financial statements of the Guarantor required to have been provided pursuant to clause (c)(ii) above and (ii) unaudited pro forma consolidated income statements of Target and its Subsidiaries for each of (x) the fiscal years of 21CF for which audited consolidated financial statements of 21CF are required to have been provided pursuant to clause (c)(i) above and (y) the interim period, if any, utilized in the preparation of the pro forma financial statements provided pursuant to clause (d)(i) (in the case of each of the preceding clauses (i) and (ii), to the extent that would be continuingrequired to be included in a registration statement on Form S-4 of the Borrower pursuant to Regulation S-X). The Joint Lead Arrangers hereby acknowledge receipt of the pro forma financial statements in the foregoing clause (i) for the twelve months ended September 30, 2017 and for the interim periods ended June 30, 2018 and March 31, 2018 and receipt of the pro forma financial statements in the foregoing clause (ii) for the fiscal years ended June 30, 2017, 2016 and 2015 and for the interim period ended December 31, 2017, in the case of unaudited pro forma consolidated income statements, and June 30, 2018 and March 31, 2018 in the case of the unaudited pro forma condensed combined balance sheet. (e) The All fees and other amounts due and payable by the Borrower and its Subsidiaries to the Joint Lead Arrangers, the Designated Agent and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall have paid all fees required to be paid, to the extent invoiced at least two Business Days prior to the Closing Date by the relevant Person and all expenses required to be paid and for which invoices have been presented, the extent such amounts are payable on or before prior to the Closing Date. (f) Concurrently The Designated Agent shall have received a certificate substantially in the form set forth in Exhibit E hereto from the chief financial officer or treasurer of the Borrower and the chief financial officer or treasurer of the Guarantor, certifying that each of the Guarantor and its Subsidiaries and the Borrower and its Subsidiaries, in each case after giving effect to the Transactions and the Target Acquisition and the other transactions contemplated by the Purchase Agreement and the incurrence of the Debt and other obligations being incurred in connection with this Agreement and the effectiveness of this Transactions and the Target Acquisition and the other transactions contemplated by the Purchase Agreement, that, with (x) respect to the Borrower and its Subsidiaries on a consolidated basis, (i) the sum of the liabilities of the Borrower shall (and its Subsidiaries, taken as a whole, does hereby) terminate not exceed the commitments under present fair saleable value of the Existing Credit Agreement assets of the Borrower and its Subsidiaries, taken as a whole; (ii) all principalthe capital of the Borrower and its Subsidiaries, interest and fees under the Existing Credit Agreement shall be paid taken as a whole, is not unreasonably small in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (relation to the extent business of the Borrower and its Subsidiaries, taken as a whole, contemplated on the date hereof and (iii) the Borrower and its Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts including current obligations beyond their ability to pay such Lenders are parties debt as they mature in the ordinary course of business and (y) with respect to the Existing Credit Guarantor and its Subsidiaries on a consolidated basis, (i) the sum of the liabilities of the Guarantor and its Subsidiaries, taken as a whole, does not exceed the present fair saleable value of the assets of the Guarantor and its Subsidiaries, taken as a whole; (ii) the capital of the Guarantor and its Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the Guarantor and its Subsidiaries, taken as a whole, contemplated on the date hereof and (iii) the Guarantor and its Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts including current obligations beyond their ability to pay such debt as they mature in the ordinary course of business. (g) The Designated Agent shall have received a certificate from a Responsible Officer of the Borrower, certifying as to the satisfaction of the conditions set forth in Section 3.02(a) and (b) of this Agreement). (h) The Designated Agent shall have received a Notice of Borrowing in accordance with the requirements hereof. The Administrative Designated Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Advances hereunder shall become effective once each of the foregoing conditions is satisfied (or waived pursuant to Section 8.01) on or prior to the Commitment Termination Date (and, in the event such conditions are not so satisfied or waived prior to the Commitment Termination Date, the Commitments shall terminate as of such date).

Closing Date. This Agreement shall not become effective until The obligations of the date on which each Lenders to make the Closing Date Term Loans hereunder is subject to the satisfaction, or waiver in writing in accordance with Section 9.01, of the following conditions is satisfied (on or waived in accordance with Section 9.02):before the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts an original counterpart of this Agreement signed on behalf each applicable Loan Document duly executed and delivered by an officer of such parties the Borrower or other party thereto, as applicable or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf facsimile transmission of a signed signature page of this Agreementthereto or other electronic transmission, such as a “pdf” or “tif” file) that such parties have each signed the Borrower has duly executed a counterpart of this Agreement.each applicable Loan Document, (b) The Administrative Agent shall have received a favorable written opinion any such documents as it may reasonably request in connection with the creation, perfection and priority of its security interest including without limitation (addressed and in each case in form and substance satisfactory to the Administrative Agent and the Lenders and Agent): (i) a completed Perfection Certificate, dated the Closing DateDate and executed by an officer of each Credit Party, together with all attachments contemplated thereby; (ii) fully executed intellectual property security agreements, in proper form for filing or recording in all appropriate places in all applicable jurisdictions, memorializing and recording the encumbrance of the relevant intellectual property assets; (iii) UCC-1 financing statements in appropriate form for filing in the appropriate jurisdictions; (iv) fully executed Control Agreements in respect of the Borrower’s Specified Deposit Accounts and such other deposit accounts and securities accounts as may be specified by the Agent; and (v) an executed Intercompany Note, executed by Borrower and each of its Subsidiaries. (c) The Agent shall have received, in respect of Borrower, (i) sufficient copies of each Organizational Document as Agent shall request, and, to the extent applicable, certified as of the Closing Date or a recent date prior thereto by the appropriate Governmental Authority; (ii) signature and incumbency certificates of the officers of Borrower; (iii) resolutions of the Board of Directors or similar governing body of Borrower approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of Borrower’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated the Closing Date or a recent date prior thereto; (v) signature and incumbency certificates of one or more officers of Borrower and (vi) such other documents as Agent may reasonably request. (d) The Lenders shall have received the executed legal opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the Closing Date, as to the incumbency Date and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance reasonably satisfactory to the Administrative Agent Agent. (e) The Lenders shall have received such UCC, tax, judgment and bankruptcy searches as it shall request. (iif) true No Default shall have occurred and complete copies be continuing on the Closing Date or would occur after giving effect to the funding of Loans on the Closing Date, the application of the proceeds of such Loans as provided herein, and the payment of all estimated legal, underwriting, banking, accounting and other fees related hereto in accordance with the terms of this Agreement, and the representations and warranties contained in this Agreement and each other Loan Document, and the representations and warranties contained in each certificate of incorporation and by-laws or other writing delivered to the Lenders in satisfaction of the Borrowerconditions set forth in this Section 4.01 prior to or on the Closing Date, certified except to the extent such representations and warranties expressly relate to an earlier date (in which case they shall be true as of such earlier date), shall be correct in all material respects on and as of the Closing Date as complete and correct copies thereof Date. (g) The Lenders shall have received a Solvency Certificate duly executed by the Secretary or an Assistant Secretary Chief Financial Officer of the Borrower. (dh) The Administrative Lenders shall have received original stock certificates representing all certificated outstanding shares of capital stock of each direct Subsidiary of Borrower, other than Powerwave Cognition, Inc., all Inactive Subsidiaries, Powerwave Technologies Research and Development India Pvt Ltd, Powerwave Technologies India Pvt. Ltd, Remec Manufacturing Philippines, Powerwave Holdings Philippines, Inc., Microwave Ventures, Inc. and Powerwave Finland Oy, together with an undated stock power or transfer power for each of such certificates, duly executed in blank by an authorized officer of the pledgor thereof. (i) The Borrower shall have sent notification letters (such notification letters to be in form and substance satisfactory to the Agent) on or prior to the Closing Date to such Account Debtors mutually agreed between the Agent and the Borrower (collectively, the “Notification Letters”). (j) All governmental and third party approvals necessary or, in the discretion of the Agent, advisable in connection with the financing contemplated hereby and the continuing operations of the Borrower and its Subsidiaries shall have been obtained and be continuing in full force and effect. (k) The Agent shall have received all fees and other amounts invoiced and due and payable on or prior to the Closing Date (including without limitation those set forth in Section 2.03) and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (l) The Borrower shall have made arrangements to fully fund a reserve account (the “Reserve Account”) with $5,000,000 out of the Closing Date Term Loan and the Agent shall have control over the Reserve Account satisfactory to the Agent. (m) All other legal and regulatory matters shall be satisfactory to the Lenders. (n) There shall be no pending or threatened litigation, arbitration, administrative proceeding or consent decree that would reasonably be expected to (i) result in a Material Adverse Effect or (ii) have a material adverse effect on the ability of the Borrower to consummate the Transactions. (o) The Agent shall have received a certificatereasonably customary insurance certificate naming it as additional insured or loss payee, dated as the Closing Date and signed by the Presidentcase may be, a Vice President or a Financial Officer together with such endorsements in favor of the Borrower, confirming that (i) Agent with respect to the representations and warranties of the Borrower set forth insurance policies or other instruments or documents evidencing insurance coverage in this Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuingaccordance with Section 5.06. (ep) The Borrower shall have paid all fees required to be paidexecuted and delivered the Warrant and the Registration Rights Agreement, and all expenses required to the Warrant shall be paid and for which invoices have been presentedissued in favor of the Agent or the Lenders, on or before as the Closing Datecase may be. (fq) Concurrently The Lenders shall have received such other documents and certificates as the Lenders or their counsel may reasonably request. (r) Since January 1, 2012, other than as described in the Borrower’s 10-K for the period ended January 1, 2012 or the Borrower’s 10-Q for the period ended on or about July 1, 2012, no event, circumstance, or change has occurred that has or could reasonably be expected to result in a Material Adverse Effect with the effectiveness of this Agreement, respect to Borrower and its Subsidiaries. (is) the The Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (have appointed an independent firm of financial advisors which possesses chief restructuring officer capabilities acceptable to the extent such Lenders Agent in its sole discretion (the “Advisory Firm”); it being understood and agreed that the firms of ▇▇▇▇▇▇▇ & Marsal, FTI Consulting or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ are parties acceptable to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and bindingAgent.

Closing Date. This Agreement shall not become effective until On the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):Closing Date: (a) The representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided, that, in each case, such materiality qualifier shall not be applicable to the extent any representations and warranties are already qualified or modified by “materiality,” “Material Adverse Effect” or similar materiality language in the text thereof. (b) At the time of and after giving effect to the making of the Loans on the Closing Date, no Event of Default or Default shall have occurred and be continuing. (c) The Administrative Agent (or its counsel) shall have received from each party to each of the Borrower and the Lenders following Loan Documents either (ix) counterparts an original counterpart of this Agreement such Loan Document signed on behalf of such parties party or (iiy) written evidence satisfactory to the Administrative Agent (which may include telecopy a facsimile copy or electronic pdf transmission PDF copy of a each signed signature page of this Agreementpage) that such parties have each party has signed a counterpart of each of the following: (i) this Agreement, including appropriately completed schedules hereto, (ii) each Collateral Document (other than any Mortgages or other Collateral Documents to be delivered pursuant to Section 5.12), (iii) each promissory note requested pursuant to Section 2.02(e), if any, (iv) the Intercreditor Agreement, and (v) the Deferred True-up Obligation Subordination Agreement. (bd) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent and the Lenders on the Closing Date, favorable written opinions of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., counsel for the Loan Parties, or another law firm reasonably acceptable to the Administrative Agent, (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request, and each Loan Party hereby instructs such counsel to deliver such opinions. (e) The Administrative Agent shall have received each of the following for each Loan Party: (i) a favorable written opinion copy (addressed which shall be delivered as attachments to the certificates required in the following clause (ii)) of the certificate or articles of incorporation, partnership agreement or limited liability agreement, including all amendments thereto, or other relevant constitutional documents under applicable law of each such Person, (A) in the case of any such Person that is an entity registered with the state of its formation (which shall include, without limitation, each such Person that is a corporation), certified as of a recent date by the Secretary of State (or other similar official) and a certificate as to the good standing (which, in the case of each such Person that is a Texas entity, shall include both a certificate of account status (or comparable document) and a certificate of existence) of each such Person as of a recent date from such Secretary of State (or other similar official) or (B) in the case of each such Person that is not a registered business organization, certified by the Secretary or Assistant Secretary, or the general partner, managing member or sole member, as applicable, of such Person; and (ii) a certificate of the Secretary, Assistant Secretary or any Responsible Officer of each Loan Party, in each case dated the Closing Date and certifying: (A) that attached thereto is a true, correct and complete copy of the by-laws (or partnership agreement, memorandum and articles of association, limited liability company agreement or other equivalent governing documents) of such Person, together with any and all amendments thereto, as in effect on the Closing Date and at the time the resolutions described in clause (B) below were adopted, (B) that attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Person (or its managing general partner or managing member); that such resolutions authorize (i) the execution, delivery and performance of the Loan Documents to which such Person is a party and (ii) in the case of the Borrower, the making of the Loans hereunder; that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that attached thereto is a true, correct and complete copy of the certificate or articles of incorporation, partnership agreement or limited liability agreement of such Person, certified as required in clause (i) above, and that such governing document or documents have not been amended since the date of the last amendment attached thereto, (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Person, and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Person or, to the knowledge of such Person, threatening the existence of such Person. (f) The Collateral and Guarantee Requirement with respect to items to be completed as of the Closing Date shall have been satisfied and the Administrative Agent shall have received the results of a search of the UCC (or equivalent under other similar law) filings made with respect to such Persons in the appropriate jurisdictions and copies of 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 or have been released. (g) After giving effect to the Transactions, and the Lenders other transactions contemplated hereby, the Borrower and dated the Closing Date) of its Restricted Subsidiaries shall have no outstanding Indebtedness other than (i) the Loans and other extensions of credit under this Agreement and (ii) other Permitted Indebtedness. (h) The Agents shall have received, to the extent invoiced, all reimbursements or payments of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any Loan Document (including, without limitation, the fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsthe Lenders). (c) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower. (d) The Administrative Agent shall have received a certificatecertificate signed by a Responsible Officer of the Borrower as to the matters set forth in clauses (a), dated (b) and (g) of this Section 4.01. (j) The Closing (as such term is defined in the Purchase Agreement) shall have occurred. (k) The Collateral Agent shall have received on or prior to the Closing Date a pro forma organizational chart showing the MLP Entity and signed by the President, a Vice President each of its Subsidiaries (or a Financial Officer of the Borrower, confirming that (icategories thereof) the representations and warranties of the Borrower set forth in this Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (after giving effect to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and bindingBuy-In Transactions.

Closing Date. This Agreement VSI shall not become effective until deliver the date on which each reviewed Closing Balance Sheet to the Shareholders promptly upon its completion. The Shareholders and their accountants shall be given full access upon request to all work papers or other materials used by VSI and its accountants in the review of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this AgreementClosing Balance Sheet. (b) The Administrative Agent Within 15 days after receiving the Closing Balance Sheet, the Shareholders shall have received deliver to VSI a favorable written opinion (addressed detailed statement describing the Shareholders' objections, if any, to the Administrative Agent and the Lenders and dated Closing Balance Sheet. If no objections are delivered to VSI within such 15 day period, the Closing Date) Balance Sheet shall become final and binding upon the parties. If VSI does receive a statement of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPobjections from the Shareholders, special counsel the parties will endeavor to reconcile any differences and agree upon a final Closing Balance Sheet. If the parties are unable to agree upon a final Closing Balance Sheet within 15 days following VSI's receipt of Shareholders' list of objections, at the request of either party the outstanding matters shall be submitted for the Borrower, substantially resolution by a mutually acceptable nationally recognized independent certified public accounting firm in the form United States. If the parties are unable to agree upon the selection of Exhibit Can accounting firm, each party will submit the name of one firm having no prior or current relationship with such party and one of the two firms shall be selected at random. Each of the parties shall bear one-half of the fees and expenses of the accounting firm so selected. Such accounting firm shall attempt to make a final determination of all issues and prepare a final Closing Balance Sheet as promptly as practicable, and (ii) both parties agree to cooperate fully with such accounting firm. The Closing Balance Sheet prepared by such accounting firm shall be final and binding upon the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsparties. (c) The Administrative Agent shall have received (i) a certificate To the extent the amount of the Borrower, dated shareholders' equity shown on the Closing DateBalance Sheet is less than $897,000, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the BorrowerShareholders shall, certified as within 10 days following final determination of the Closing Date Balance Sheet pursuant to subsection (b) above, deliver written instructions to the Escrow Agent to distribute to VSI that number of Escrow Shares having a value, determined in accordance with the Escrow Agreement, equal to the full amount by which the shareholders' equity is less than $897,000 (determined as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borroweraforesaid). (d) The Administrative Agent shall have received a certificate, dated To the extent the amount of the shareholders' equity shown on the Closing Date and signed by Balance Sheet is greater than $1,300,000, VSI shall, on the President, a Vice President or a Financial Officer of the Borrower, confirming date that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct as is two years following final determination of the Closing Date and Balance Sheet pursuant to subsection (iib) upon above, deliver to the effectiveness Shareholders that number of shares of VSI Common Stock having a value, determined as hereinafter provided, equal to the full amount by which the shareholders' equity is greater than $1,300,000 (determined as aforesaid). For purposes of this Agreementsubsection (d), no Default the number of shares of VSI Common Stock to be delivered shall have occurred and be continuingdetermined by the average of the closing bid price of VSI Common Stock for the ten trading days immediately preceding the date of delivery. No fractional shares shall be distributed. (e) The Borrower obligation of the Shareholders to pay the post-Closing adjustment of the Merger Consideration as described in this Section 1.9 shall have paid all fees required to be paida limited obligation of the Shareholders payable solely from, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (only to the extent such Lenders are parties to of, the Existing Credit Agreement). The Administrative Agent shall notify Escrow Shares held by the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and bindingEscrow Agent.

Closing Date. This Agreement shall not become effective until On the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):Closing Date: (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ a corporate counsel of the Initial Borrower, dated the Closing Date and addressed to the Lenders, to the effect set forth in Exhibit D-1 hereto, (ii) a corporate counsel of the Subsequent Borrower, dated the Closing Date and addressed to the Lenders, to the effect set forth in Exhibit D-2 hereto and (iii) Shearman & ▇▇▇▇▇▇▇▇ LLPSterling, special counsel for the BorrowerAgent, substantially in form and substance satisfactory to the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsAgent. (cb) The Administrative Agent shall have received (i) a long form certificate of the Borrower, dated the Closing Date, as to the incumbency and signature certificate of incorporation, including all amendments thereto, of the officers Initial Borrower, as of a recent date by the Secretary of State of the state of incorporation of the Initial Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance a certificate as to the Administrative Agent and good standing of the Initial Borrower as of a recent date, from such Secretary of State; (ii) true and complete copies of the a certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower. (d) The Administrative Agent shall have received a certificate, Initial Borrower dated the Closing Date and signed by the President, certifying (A) that attached thereto is a Vice President or a Financial Officer true and complete copy of the Borrower, confirming that (i) the representations and warranties by-laws of the Initial Borrower set forth as in this Agreement are true and correct as of effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below except for any changes specified in such certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Initial Borrower authorizing the execution, delivery and performance of this Agreement and the Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation of the Initial Borrower has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of the Initial Borrower; and (iii) a certificate of another officer of the Initial Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuingabove. (ec) The Borrower Agent shall have paid all fees required to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, received (i) a long form certificate as to the certificate of incorporation, including all amendments thereto, of the Subsequent Borrower, as of a recent date by the Secretary of State of the state of incorporation of the Subsequent Borrower shall (and does hereby) terminate a certificate as to the commitments under good standing of the Existing Credit Agreement and Subsequent Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary of the Subsequent Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of the Subsequent Borrower as in effect on the Closing Date and at all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (times since a date prior to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders date of the Closing Date, and such notice shall be conclusive and binding.resolutions described in clause (B) below except for any changes

Closing Date. This Agreement The obligations of the Lenders to make the initial Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received (including by telecopy or email transmission) from each Loan Party party to the Borrower and the Lenders either (i) counterparts relevant Loan Document, a counterpart of this Agreement such Loan Document signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this AgreementLoan Party. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders as of the Closing Date and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in Borrower and certain of the form of Exhibit C, Loan Parties and (ii) local counsel in each jurisdiction in which a Loan Party is organized and the General Counsel or an Assistant General Counsel laws of which are not covered by the Borroweropinion referred to in (i) above, substantially in each case in form and substance reasonably satisfactory to the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsAdministrative Agent. (c) The Administrative Agent shall have received (i) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, this Agreement or the Transactions, including a certificate of each Loan Party substantially in the Borrowerform of Exhibit E, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory all in form and substance reasonably satisfactory to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrowerits counsel. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the PresidentChief Executive Officer, a Vice President or President, a Financial Officer of the Borrower or any other executive officer of the Borrower who has specific knowledge of the Borrower’s financial matters and is satisfactory to the Administrative Agent, confirming that (ia) the representations and warranties of the Borrower each Loan Party set forth in this Agreement the Loan Documents are true and correct as of the Closing Date and (iib) upon as of the effectiveness of this AgreementClosing Date, no Default shall have has occurred and be is continuing. (e) The Borrower There shall have paid been delivered to the Administrative Agent an executed Perfection Certificate. (f) The Administrative Agent shall have received a solvency certificate in the form of Exhibit I, dated the Closing Date and signed by the Financial Officer of the Borrower. (g) The Administrative Agent, the Lead Arrangers and the Lenders shall have received all reasonable accrued fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees of legal counsel to the Administrative Agent, the Lead Arrangers and the Lenders) required to be paidreimbursed or paid by the Borrower hereunder. (h) Since December 31, 2015, there shall have been no event that has had or would reasonably be expected to have a Material Adverse Effect. (i) The Administrative Agent shall have received the results of a recent Lien search with respect to each Loan Party, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent. (j) Other than as set forth in Section 5.12, the Administrative Agent shall have received the certificates representing the certificated Equity Interests pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and all expenses required Indebtedness owing to be paid and for which invoices any Loan Party, other than Excluded Property, shall have been presentedpledged or assigned for security purposes pursuant to the Security Documents and the Administrative Agent shall have received instruments evidencing such Indebtedness, on endorsed in blank. (k) Each Uniform Commercial Code financing statement or before other filing required by the Security Agreement shall be in proper form for filing. (l) Each Loan Party shall have provided the documentation and other information requested by the Lenders that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including without limitation, the Act, in each case as requested at least five (5) Business Days prior to the Closing Date. (fm) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify have received an executed promissory note payable to the order of each Lender that requested such promissory note at least one Business Day prior to the Closing Date (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. (n) The Borrower and the Lenders shall have paid as of the Closing DateDate immediately after giving effect thereto to the Administrative Agent for the account of each of the Lenders, and such notice shall be conclusive and bindingan upfront fee as separately agreed.

Closing Date. This Agreement The Borrower shall not become effective until the date on which satisfy each of the following conditions is satisfied (prior to the Closing Date, and with respect to any condition requiring delivery of any agreement, certificate, document, or waived instrument to the Lenders, the Borrower hereby agrees that any such agreement, certificate, document, or instrument delivered to Agent may be distributed by Agent to the Lenders in accordance with Section 9.02):satisfaction of such requirement. (a) The Administrative Agent (or its counsel) shall have received from counterparts (executed on behalf of each Loan Party, the Borrower Agent and the Lenders either party thereto) of each of (i) counterparts of this Agreement signed on behalf of such parties or Agreement, (ii) written evidence satisfactory the Ratification Agreement and (iii) a solvency certificate, in each case, in form and substance acceptable to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this AgreementAgent. (b) The Administrative Agent shall have received a favorable written opinion (addressed customary incumbency certificate from each of Holdings, Managing General Partner and Borrower certifying as to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPresolutions duly adopted by the Managing General Partner, special counsel for its members or any other equivalent body authorizing the Borrowerexecution, substantially in delivery and performance of this Agreement and the form other Loan Documents to be executed on the Closing Date as so amended or ratified, (ii) copies of Exhibit Cits articles or certificate of limited partnership, formation or incorporation, as applicable, together with all amendments thereto, (iii) copies of its bylaws, limited liability company agreement, or partnership agreement, as applicable, (iv) incumbency and specimen signature of each officer executing any Loan Document, and (iiv) a certificate of good standing (or equivalent certification from the General Counsel appropriate governmental officer in its jurisdiction of incorporation or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsorganization. (c) The Administrative Agent shall have received (i) a certificate an officer’s certificate, signed by an Authorized Officer of the Borrower, dated the Closing Date, as to Date stating that no Default has occurred and is continuing under the incumbency and signature of the officers of the Borrower executing this Original Credit Agreement and authorized to execute Notes reasonably satisfactory the representations and warranties contained in form and substance to the Administrative Agent and (ii) Article V are true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified correct in all material respects as of the Closing Date as complete (except for such representations and warranties that have a materiality qualification, which shall be true and correct copies thereof by the Secretary or an Assistant Secretary of the Borrowerin all respects). (d) The Administrative Agent shall have received a certificatean executed legal opinion of counsel to the Loan Parties’ counsel, dated addressed to the Closing Date Agent, the LC Issuer and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) the representations Lenders in form and warranties of the Borrower set forth in this Agreement are true substance customary and correct as of the Closing Date and (ii) upon the effectiveness appropriate for transactions of this Agreement, no Default shall have occurred and be continuingtype. (e) The Borrower shall have paid all fees required delivered any Notes requested by a Lender pursuant to be paid, and all expenses required Section 2.22 payable to be paid and for which invoices have been presented, on or before the Closing Dateorder of each such requesting Lender. (f) Concurrently All legal (including tax implications) and regulatory matters, including, but not limited to compliance with applicable requirements of Regulations U, T and X of the effectiveness Board of this AgreementGovernors of the Federal Reserve System, shall be satisfactory to the Agent and the Lenders. (ig) the The Borrower shall (have paid all of the fees and does hereby) terminate the commitments under the Existing Credit Agreement expenses due and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (payable to the extent such Lenders are parties to Agent, the Existing Credit Agreement). The Administrative Agent shall notify Arranger, the Borrower LC Issuer and the Lenders of the Closing Datepursuant to Section 2.10, and such notice Section 9.6(a). (h) No Material Adverse Effect shall be conclusive and bindinghave occurred since December 31, 2012.

Closing Date. This Agreement shall not become effective until the date on which each (a) The closing of the Interest Transfer Transaction (the "Closing") shall take place on the next Business Day following conditions is satisfied (or waived the delivery by either of the Buyers to Seller of the Notice on Conditions Precedent in accordance with Section 9.02): (a3.1(b) or at such other date and time as the Parties may agree. The Administrative Agent (or its counsel) shall have received from date and time at which the Borrower and Closing actually occurs is referred to herein as the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement"Closing Date". (b) The Administrative Agent shall have received a favorable written opinion Within five (addressed 5) Business Days after the occurrence or performance to the Administrative Agent and the Lenders and dated the Closing DateBuyers' satisfaction (or waiver thereof in its sole discretion as applicable) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel each of the Borrowerconditions precedent set forth in Section 4.1 and each of the Conditions Precedent to Buyers' Obligations set forth in Article VIII, substantially in the form Buyers or either of Exhibit D. The Borrower hereby requests them shall deliver a written notice to the Seller that said conditions have occurred, been performed or been waived, as applicable (the "Notice on Conditions Precedent"). Neither of the Buyers shall unreasonably delay the issue of such counsel to deliver Notice on Conditions Precedent. In respect of any conditions precedent for which the Seller is responsible, the Seller shall immediately provide the Buyers (or either of them) with a written notice upon satisfaction of such opinionsconditions precedent. (c) The Administrative Agent shall have received (i) a certificate of the Borrower, dated On the Closing Date, as the following shall occur and shall be a condition for signing of the Transfer Notice by Seller: (i) Seller and GTI shall enter into the Registration Rights Agreement, which will become effective upon release of the Stock Certificate by the Escrow Agent to the incumbency Seller as provided for herein and signature of in the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and Escrow Agreement; (ii) true Seller, GTI and complete copies certain shareholders of GTI shall enter into the New Shareholders Agreement and the Standstill Agreement each of which will become effective upon release of the certificate of incorporation Stock Certificate by the Escrow Agent to the Seller as provided for herein and by-laws of in the Borrower, certified Escrow Agreement; and (iii) Seller and GTI shall enter into the Subscription Agreement which will become effective as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Closing Date. This Agreement The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.029.08): (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts each party hereto either (A) a counterpart of this Agreement signed on behalf of such parties party or (iiB) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each party has signed a counterpart of this Agreement.Agreement and (ii) duly executed copies of the Loan Documents and such other legal opinions, certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ , Halter & ▇▇▇▇▇▇▇▇ LLP, special counsel for the BorrowerLoan Parties, substantially in covering such matters relating to the form of Exhibit CLoan Parties, and (ii) the General Counsel Loan Documents or an Assistant General Counsel of the Borrower, substantially in Transactions as the form of Exhibit D. Administrative Agent shall reasonably request. The Borrower Company hereby requests such counsel to deliver such opinionsopinion. (c) The Administrative Agent shall have received (i) a certificate such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowerinitial Loan Parties, dated the Closing Date, as to the incumbency and signature authorization of the officers of Transactions and any other legal matters relating to such Loan Parties, the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I and (ii) true and complete copies to the extent requested by any of the certificate of incorporation Lenders, all documentation and byother information required by bank regulatory authorities under applicable “know-laws of your-customer” and anti-money laundering rules and regulations, including the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the BorrowerU.S. Patriot Act. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the BorrowerCompany, confirming that (i) compliance with the representations and warranties of the Borrower conditions set forth in this Agreement are true and correct as of the Closing Date paragraphs (b) and (iic) upon the effectiveness of this Agreement, no Default shall have occurred and be continuingSection 4.02. (e) The Borrower Administrative Agent shall have paid all fees required received evidence satisfactory to be paidit that that certain Credit Agreement dated as of October 17, 2005 among the Company, FR X Chart Holdings LLC, the lenders party thereto and Citicorp North America, Inc., as administrative agent, shall have been terminated and cancelled and all expenses required to be paid and for which invoices indebtedness thereunder shall have been presented, on or before fully repaid (except to the Closing Dateextent being so repaid with the initial Loans) and any and all liens thereunder shall have been terminated. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower have received all fees and the Lenders of other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder. (g) Liens creating a first priority security interest (subject to Permitted Encumbrances) in the Collateral being delivered on the Closing Date shall have been perfected, the Collateral and Guarantee Requirement with respect to items to be completed as of the Closing Date shall have been satisfied and the Administrative Agent shall have received completed Perfection Certificates dated the Closing Date and signed by a Responsible Officer of the Company, together with all attachments contemplated thereby, including the results of a search of the UCC (or equivalent) filings made with respect to the Domestic Loan Parties in the jurisdictions contemplated by the Perfection Certificates and copies of the financing statements (or similar documents) disclosed by such notice 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 or have been released. (h) The Lenders shall be conclusive have received a solvency certificate substantially in the form of Exhibit F and bindingsigned by the chief financial officer or another Responsible Officer of the Company confirming the solvency of the Company and its Subsidiaries on a consolidated basis after giving effect to the Transactions.

Closing Date. This Agreement shall not become effective, and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to each Borrower shall become effective until on the date on which Closing Date upon the satisfaction of each of the following conditions is precedent with respect to each Borrower are satisfied (or waived in accordance with Section 9.02):8.2) and each Borrower delivers to the Agent the items specified below: 4.1.1 Either (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts a counterpart of this Agreement signed on behalf of such parties each party hereto or (iib) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy a facsimile transmission or electronic pdf transmission image of a signed signature page of this Agreement) that such parties have each party has signed a counterpart of this Agreement. (b) The Administrative 4.1.2 Evidence satisfactory to the Agent that the commitments under the Existing Missouri Credit Agreement and the Existing Genco Credit Agreement shall have received a favorable written opinion been (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPor will, special counsel for the Borrower, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently concurrently with the effectiveness of this Agreement, be) terminated, all amounts outstanding thereunder shall have been (or will, concurrently with the effectiveness of this Agreement, be) paid, all letters of credit issued thereunder shall have been (or will, concurrently with the effectiveness of this Agreement, be) terminated or become Existing Letters of Credit or “Existing Letters of Credit” under and as defined in the Illinois Credit Agreement. 4.1.3 Copies of the articles or certificate of incorporation of each Borrower, together with all amendments thereto, certified by the secretary or an assistant secretary of such Borrower, and a certificate of good standing with respect to each Borrower from the appropriate governmental officer in its jurisdiction of incorporation. 4.1.4 Copies, certified by the Secretary or Assistant Secretary of each Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. 4.1.5 An incumbency certificate, executed or certified by the Secretary or Assistant Secretary of each Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower. 4.1.6 A certificate, signed by an Authorized Officer of each Borrower, stating that on the Closing Date (a) no Default or Unmatured Default has occurred and is continuing and (b) all of the representations and warranties contained in Article V are true and correct (i) in the Borrower shall (case of the representations and does hereby) terminate the commitments under the Existing Credit Agreement warranties qualified as to materiality, in all respects and (ii) otherwise, in all principalmaterial respects, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with each case as of such termination or prepayment is hereby waived by the Lenders (date except to the extent any such Lenders are parties representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. 4.1.7 Written opinions of the Borrowers’ in-house counsel, in each case in form and substance satisfactory to the Existing Credit Agreement). The Administrative Agent shall notify and addressed to the Borrower and Lenders, in substantially the Lenders form of Exhibit A. 4.1.8 Delivery of copies of the Closing Daterequired regulatory authorizations identified on Schedule 4. 4.1.9 Any Notes requested by Lenders pursuant to Section 2.16 payable to the order of each such requesting Lender. 4.1.10 Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such notice other related money transfer authorizations as the Agent may have reasonably requested. 4.1.11 All documentation and other information that any Lender shall be conclusive reasonably have requested in order to comply with its ongoing obligations under applicable “know your customer” and bindinganti-money laundering rules and regulations, including the USA Patriot Act. 4.1.12 Such other documents as any Lender or its counsel may have reasonably requested.

Closing Date. This Agreement shall not become effective until the date on which each The effectiveness of the following conditions is satisfied Commitments hereunder and the obligations of the Revolving Facility Lenders and each Issuing Bank with respect to each Credit Event on the Closing Date are subject only to the satisfaction (or waived waiver in accordance with Section 9.02):9.08) of the following conditions: (a) The Administrative Agent (or its counsel) Effective Date shall have received from the Borrower and the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreementoccurred. (b) The Administrative Agent shall have received a favorable written opinion (addressed Borrowing Request as required by Section 2.03 in respect of any Loans to be made on the Closing Date and, in the case of any Letter of Credit to be issued on the Closing Date, the applicable Issuing Bank and the Administrative Agent and shall have received a notice requesting the Lenders and dated the Closing Date) issuance of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form such Letter of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsCredit as required by Section 2.05(b). (c) The Administrative Agent shall have received (i) a certificate of To the Borrower, dated extent required to be satisfied on the Closing Date, as to the incumbency Collateral and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory Guarantee Requirement shall be satisfied (or waived in form and substance to the Administrative Agent and (iiaccordance with Section 9.08) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the BorrowerDate. (d) The Administrative Agent shall have received a certificatecertificate of a Responsible Officer of the Borrower stating that the representations and warranties of the Borrowers and each other Loan Party contained in Article III or any other Loan Document are true and correct in all material respects as of the Closing Date (after giving effect to the Transactions) as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (e) The Lenders shall have received a solvency certificate substantially in the form of Exhibit C and signed by the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower confirming the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (f) The Administrative Agent shall have received, on behalf of itself, the Revolving Facility Lenders and each Issuing Bank, a written opinion of (i) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, as special New York counsel for the Loan Parties, (ii) ▇▇▇▇▇▇▇ LLP, as Missouri counsel for the Loan Parties, (iii) ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, as Delaware counsel for the Loan Parties, in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such customary matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (g) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, certified as of a recent date by the Secretary of State (or other similar official or Governmental Authority) of the jurisdiction of its organization or by the Secretary or Assistant Secretary or similar officer of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) that attached thereto is a true and complete copy of a certificate as to the good standing of such Loan Party (to the extent that such concept exists in such jurisdiction) as of a recent date from such Secretary of State (or other similar official or Governmental Authority), (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in the following clause (iv), (iv) 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 (or its managing general partner or managing member), authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, and (v) as to the incumbency and specimen signature of each officer or authorized signatory executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party. (h) The Administrative Agent shall have received a completed Perfection Certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Responsible Officer of the Borrower, confirming that together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), Tax and judgment, United States Patent and Trademark Office and United States Copyright Office filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search. (i) The Borrower shall have delivered to the representations Administrative Agent Schedules 2.05(a), 3.04, 3.05, 3.08(a), 3.08(b), 3.09(a), 3.16, 3.20, 3.21, 5.14, 6.01, 6.02(a), 6.04 and warranties 6.07 to this Agreement, in each case, in form and substance reasonably satisfactory to the Administrative Agent (which, for the avoidance of doubt, shall become applicable and effective as of the Closing Date; it being understood that all drafts of any such schedules that were delivered to the Administrative Agent on or prior to the Effective Date are satisfactory to the Administrative Agent). (j) The Administrative Agent shall have received (i) audited consolidated balance sheets and related statements of income and cash flows of the Borrower set forth in this Agreement are true and correct as of for its most recent three fiscal years ended at least 60 days prior to the Closing Date and (ii) upon unaudited consolidated balance sheets and related statements of income and cash flows of the effectiveness Borrower for each of its fiscal quarters ended after the close of its most recent fiscal year and at least 40 days prior to the Closing Date (but excluding the fourth quarter of any fiscal year). The Administrative Agent acknowledges that (x) it has received each of the financial statements in the foregoing clauses (i) and (ii) for each fiscal year and fiscal quarter of the Borrower ended on or prior to December 31, 2019, and (y) the Borrower’s filing of any required audited financial statements on Form 10-K or required unaudited financial statements on Form 10-Q, in each case, will satisfy the requirements with respect to the Borrower under clauses (i) or (ii), as applicable, of this Agreement, no Default shall have occurred and be continuingSection 4.01(j). (ek) The Borrower Administrative Agent shall have paid received, at least three (3) Business Days prior to the Closing Date, (i) all fees documentation and other information required with respect to be paidthe Loan Parties by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and all expenses required (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification with respect to be paid and for which invoices have been presentedthe Borrower, on or before in each case, to the extent requested in writing at least 10 business days prior to the Closing Date. (fl) Concurrently with [reserved]. (m) Prior to, or substantially concurrently with, the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, the Closing Date Refinancing shall have been consummated. (n) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced at least two (2) Business Days prior to the Closing Date, reimbursement or payment of all reasonable and such notice shall documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be conclusive and bindingreimbursed or paid by the Loan Parties hereunder, under the Engagement Letter or under any Loan Document on or prior to the Closing Date.

Closing Date. This Agreement shall not become effective until The obligations of each Lender with an Initial Term Loan Commitment to make Initial Term Loans to the date on which each of Borrowers are subject to the following conditions is satisfied satisfaction (or waived waiver in accordance with Section 9.02):9.08) of the following conditions: (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement.Borrowing Request as required by Section 2.03; (b) The Administrative Agent shall have received a favorable written opinion (addressed to i) the ABL Intercreditor Agreement, duly executed by the ABL Agent, the First Lien Notes Agent and the Administrative Agent and acknowledged by the Lenders Loan Parties and (ii) the Equal Priority Intercreditor Agreement, duly executed by the First Lien Notes Agent and the Administrative Agent and acknowledged by the Loan Parties; (c) The Administrative Agent shall have received a Note duly executed by a Responsible Officer of each of the Borrowers in favor of each Lender requesting a Note at least three (3) Business Days prior to the Closing Date; (d) The representations and warranties set forth in (i) Article III of this Agreement or (ii) any other Loan Document in effect on the Closing Date shall be true and correct in all material respects on and as of the Closing Date (after giving effect to the Transactions); provided, that to the extent such representations and warranties specifically relate to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (e) No Default or Event of Default shall have occurred or be continuing, or would result from the consummation of the Transactions, on the Closing Date; (f) The Administrative Agent shall have received a certificate (or certificates) of the Secretary or Assistant Secretary, statutory director, management board members or similar officer of each Loan Party dated the Closing Date and certifying, to the extent applicable: (i) that attached thereto is a true and complete copy of the certificate or articles of incorporation, any certificates of incorporation on change of name, certificates of incorporation on re-registration as a public limited company, certificate of limited partnership, certificate of formation or other equivalent constituent or constitutional and governing documents, including all amendments thereto, of such Loan Party certified as of a recent date by the applicable Secretary of State (or other similar official or Governmental Authority) of the jurisdiction of its organization or incorporation or by the Secretary or Assistant Secretary, statutory director, management board members or similar officer of such Loan Party or by a notary public in the case of Mexican Loan Parties or other person duly authorized by the constituent or constitutional documents of such Loan Party. In relation to each Spanish Loan Party, the above shall include a (i) certificate from the Commercial Registry (certificación del Registro Mercantil) dated not earlier than twenty (20) Business Days prior to the Closing Date regarding due incorporation and existence (existencia y vigencia), no causes of winding up or dissolution (ausencia de causas de disolución o liquidación), management body (órgano de administración), no insolvency (no insolvencia) –to the extent provided by the relevant Registrar-, and including up to date and consolidated by-laws (estatutos actualizados y consolidados) or, alternatively, a certificate issued by the Commercial Registry containing all entries in respect of the relevant Spanish Loan Party (certificación literal del Registro Mercantil) dated not earlier than twenty (20) Business Days prior to the Closing Date, (ii) an online excerpt issued by the Commercial Registry on the Closing Date and (iii) copies of any documents which are pending registration with the relevant Commercial Registry as of the Closing Date. In relation to each Luxembourg Loan Party the above shall include (i) an excerpt issued by the RCS dated no earlier than 1 Business Day prior to the Closing Date and (ii) a certificate issued by the RCS dated no earlier than 1 Business Day prior to the Closing Date stating that no judicial decision pursuant to which it would be subject to one of the judicial proceedings including, but not limited to, bankruptcy (faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée) or composition with creditors (concordat préventif de la faillite), has been registered with the RCS by application of article 13, items 2 to 12 and article 14 of the Luxembourg law of 19 December 2002 on the Register of Commerce and Companies and on the accounting and annual accounts of undertakings, as amended. In relation to each Polish Loan Party the above shall include an electronic information equivalent to a current extract from the National Court Register (Krajowy Rejestr ▇▇▇▇▇▇) relating to each Polish Loan Party, issued on April 30, 2019, confirming that no order or resolution for any bankruptcy or restructuring proceedings or liquidation has been registered in relation to the Polish Loan Party, nor has any receiver, trustee, administrator or liquidator been appointed in respect of the Polish Loan Party; (ii) that in the case of the Lead Borrower and any Guarantor that is a U.S. Subsidiary, attached thereto is a true and complete copy of a certificate as to the good standing (or similar certification) of the Lead Borrower or such Guarantor, as applicable (to the extent that such concept exists in such jurisdiction), as of a recent date from the applicable Secretary of State (or other similar official or Governmental Authority); (iii) that attached thereto is a true and complete copy of the by-laws (or articles of association, articles of incorporation, partnership agreement, limited liability company agreement or other equivalent constituent or constitutional and governing documents, if any) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in the following clause (iv), which copy shall be formalized and certified by a notary public in Mexico in the case of the Mexican Loan Parties; (iv) that attached thereto is a true and complete copy of resolutions or meeting minutes (or certificates thereof) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) (duly notarized in the case of a Spanish Loan Party and Mexican Loan Party in case powers of attorney are granted therein) authorizing the execution, delivery and performance of each of the Loan Documents to which such person is a party on the Closing Date and that such resolutions or meeting minutes have not been modified, rescinded or amended and are in full force and effect on the Closing Date; (v) to the extent not covered in (i), (iii) or (iv) above, that attached thereto is a true and complete copy of any powers-of-attorney granted by such Loan Party to the individuals executing each of the Loan Documents to which such person is a party on the Closing Date and that such powers-of-attorney have not been limited, revoked or amended and are in full force and effect on the Closing Date of such, which copy shall be formalized and certified by a notary public in Mexico in the case of the Mexican Loan Parties; (vi) [reserved]; (vii) that attached thereto is a true and complete copy of resolutions or meeting minutes (or certificates thereof) duly adopted by all the holders of the issued shares in each Loan Party or, as applicable, its general partner or its general partner’s shareholders (if such resolutions are necessary under the relevant local laws), approving the terms of, and the transactions contemplated by, the Loan Documents to which the Loan Party is a party (duly notarized in the case of a Spanish Loan Party in case the resolutions of its directors are also notarized); (viii) that (if applicable and not already included in the resolutions referred to in paragraph (iv) above) attached thereto is a true and complete copy of, a copy of any power of attorney authorizing the person(s) specified therein to sign the Loan Documents to which the Loan Party is a party on behalf of each of the Loan Party (duly notarized in relation to a Spanish Loan Party); (ix) [reserved]; (x) as to the incumbency and specimen signature of each officer or authorized signatory executing this Agreement or any other Loan Document delivered in connection herewith on the Closing Date on behalf of such Loan Party; (xi) in respect of each company incorporated in the United Kingdom whose shares are the subject of a Lien in favor of the Administrative Agent (a "Charged Company"), either (i) a certificate of an authorised signatory of each Adient Properties UK Ltd. certifying that (A) Parent and each of its Subsidiaries have complied within the relevant timeframe with any notice they have received pursuant to Part 21A of the Companies Act 2006 from a Charged Company; and (B) no "warning notice" or "restrictions notice" (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of those shares, together with a copy of the "PSC register" (within the meaning of section 790C(10) of the Companies Act 2006) of that Charged Company, which, is certified by an authorised signatory of each English Loan Party to be correct, complete and not amended or superseded as at a date no earlier than the date of this Agreement; or (ii) a certificate of an authorised signatory of Adient Properties UK Ltd. certifying that such Charged Company is not required to comply with Part 21A of the Companies Act 2006; and (xii) confirming that (a) borrowing or guaranteeing or securing, as appropriate, the entry into the Loan Documents and the performance of its obligations thereunder would not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded, (b) each copy document relating to it specified in this Article IV (Conditions of Lending) is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement; and in relation to each Luxembourg Loan Party, confirming that (a) it rents the premises of its registered office located at ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, L-1855 Luxembourg and (b) it is not subject to bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de la faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), or similar proceedings; the relevant company has not been subject to conservatory measures such as attachment order (saisie conservatoire) or garnishment (saisie attribution or saisie arrêt) and no application, petition, order or resolution has been made, or taken by the relevant company or to its knowledge by any other person for the appointment of a commissaire, curateur, liquidateur or similar officer for its administration, winding-up or similar proceedings; (g) The Administrative Agent shall have received, on behalf of itself and the Lenders, favorable written opinions of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as special New York counsel for Parent, the Borrowers and the Guarantors, (ii) A&L Goodbody, as special Irish counsel for Parent, (iii) Ogier, Jersey counsel for each Jersey Loan Party, (iv) ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, PLLC, as special Michigan counsel for the Loan Parties (including the Lead Borrower) organized under the laws of Michigan, (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, as Alabama counsel for the Loan Parties organized under the laws of Alabama, (vi) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Luxembourg counsel for the Loan Parties organized under the laws of Luxembourg, (vii) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Madrid S.L.P., as Spanish counsel for the Loan Parties organized under the laws of Spain, (viii) Wiewiórski Legal, as Polish counsel for the Loan Parties organized under the laws of Poland, (ix) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ SCRL/CVBA, as Belgian counsel for the Loan Parties organized under the laws of Belgium, (x) CC&N Abogados, S.C., special counsel to the Loan Parties organized under the laws of Mexico, (xi) ▇▇▇▇▇▇ ▇▇▇, special counsel to the Administrative Agent with respect to certain matters of Irish law, (xii) ▇▇▇▇▇▇▇, special counsel to the Administrative Agent with respect to certain matters of Jersey law, (xiii) ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, special counsel to the Administrative Agent with respect to certain matters of England and Wales law and Polish Law (xiv) ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Luxembourg SCS, special counsel to the Administrative Agent with respect to certain matters of Luxembourg law, (xv) NautaDutilh BVBA/SPRL, special counsel to the Administrative Agent with respect to certain matters of Belgium law, (xvi) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Advokatbyrå KB, special counsel to the Administrative Agent with respect to certain matters of Swedish law and (xvii) Cuatrecasas, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, S.L.P., special counsel to the Administrative Agent with respect to certain matters of Spanish law (or, in each case, such other counsel as may be reasonably acceptable to the Administrative Agent), in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering customary matters relating to the Loan Documents executed as of the Closing Date; (h) The Lenders shall have received a solvency certificate substantially in the form of Exhibit CC and signed by a Financial Officer, relating to Parent and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date; (i) To the extent required to be satisfied on the Closing Date, the Collateral and Guarantee Requirement shall be satisfied (or waived in accordance with Section 9.08) on and as of the Closing Date; (j) the Administrative Agent and the Lenders (as requested through the Administrative Agent) shall have received at least three (3) Business Days prior to the Closing Date (i) all documentation and other information required with respect to the Borrowers by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, and (ii) a Beneficial Ownership Certification in relation to any Loan Party that qualifies as a “legal entity customer” under the General Counsel or an Assistant General Counsel of Beneficial Ownership Regulation, in each case, to the Borrower, substantially extent requested in the form of Exhibit D. The Borrower hereby requests such counsel writing at least ten (10) Business Days prior to deliver such opinions. (c) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower.; (dk) The Administrative Agent shall have received a certificatecertificate of a Responsible Officer of Parent certifying compliance with the conditions in clauses (d) and (e) above; (l) The Administrative Agent shall have received a completed Perfection Certificate, dated on the Closing Date and signed by the President, a Vice President or a Financial Responsible Officer of the Borrower, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders each Loan Party (to the extent that such Lenders are parties to the Existing Credit Agreementconcept exists in such jurisdiction). , together with all attachments contemplated thereby; (m) The Administrative Agent shall notify have received, as to each U.S. Loan Party (and with respect to Uniform Commercial Code lien searches, each other pledgor under the Borrower U.S. Collateral Agreement), the results of customary lien searches including a search of the Uniform Commercial Code, Tax and judgment searches, United States Patent and Trademark Office and United States Copyright Office searches, and evidence reasonably satisfactory to the Lenders of Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been, or will be simultaneously or substantially concurrently with the Closing Date, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made) and, as to each Loan Party incorporated in Mexico, a copy of its commercial file (folio mercantil) issued by the corresponding public registry with a date that is within 90 days prior to the Closing Date; (n) The Administrative Agent shall have received, as to Parent, Adient Global Holdings Luxembourg and such notice shall be conclusive and binding.each Jersey Loan Party, an online search on the SIR against Parent, Adient

Closing Date. This Agreement The obligations of the Banks to make Loans, of the Swingline Lender to make Swingline Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date date, on or before December 31, 2022, on which each of the following conditions is satisfied (or waived in accordance with Section 9.0210.1): (a) The Administrative Agent (or its counsel) shall have received from this Agreement duly executed by the Borrower and the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreementother party hereto. (b) The Administrative Agent (or its counsel) shall have received a favorable written opinion certificate dated as of the Closing Date of the Secretary or an Assistant Secretary of the Borrower certifying (addressed i) the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which the Borrower is a party and the notices and other documents to be delivered by the Borrower pursuant to any such Loan Document; (ii) the bylaws and articles of incorporation of the Borrower as in effect on the date of such certification and (iii) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of each Loan Document to which it is a party and any Notes from time to time issued hereunder and authorizing the borrowings and other transactions contemplated hereunder. (c) The Administrative Agent and the Lenders and shall have received an executed legal opinion, dated the Closing Date) , of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, special counsel to the Borrower, (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special Indiana counsel for to the Borrower, substantially in the form of Exhibit C, Borrower and (iiiii) the General Counsel or an Assistant General Counsel general counsel of CenterPoint. Each such legal opinion shall cover such matters incident to the Borrower, substantially in transactions contemplated by the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinions. (c) The Loan Documents as the Administrative Agent may reasonably require and shall have received (i) a certificate of the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory otherwise be in form and substance reasonably satisfactory to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the BorrowerAgent. (d) The Administrative Agent (or its counsel) shall have received a certificate, certificate dated as of a recent date on or prior to the Closing Date and signed by of the President, a Vice President or a Financial Officer Secretary of State of the State of Indiana as to the good standing of the Borrower, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paideffectiveness, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently substantially concurrently with the effectiveness of this Agreement, of (i) the Borrower shall CEHE Credit Agreement, (and does herebyii) terminate the commitments under the Existing CenterPoint Credit Agreement and (iiiii) all principal, interest the CERC Credit Agreement. (f) All governmental and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required third-party approvals necessary in connection with such termination or prepayment is hereby waived the execution, delivery and performance by the Lenders Borrower of the Loan Documents to be entered into on the Closing Date shall have been obtained and be in full force and effect. (g) The Administrative Agent shall have received the audited financial statements of the Borrower and its Consolidated Subsidiaries as of and for the fiscal year ended December 31, 2021 and unaudited financial statements for each fiscal quarter thereafter for which financial statements are available. (h) The Banks shall have received detailed consolidated projections through the 2025 fiscal year of the Borrower (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each such fiscal year, the related consolidated statements of projected cash flow and projected income and a description of the underlying assumptions applicable thereto) (it being understood that, to the extent such Lenders projections are parties included in the Confidential Information Memorandum delivered on November 2, 2022, this condition shall be deemed to have been satisfied). (i) The Borrower shall have paid to the Existing Credit Agreement)Administrative Agent, the Lead Arrangers and the Banks all fees required to be paid to them by the Borrower on or before the Closing Date as agreed in writing by the Borrower. (j) To the extent requested at least ten Business Days prior to the Closing Date, the Banks shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer”, beneficial ownership and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, at least two Business Days prior to the Closing Date. The Administrative Agent shall notify the Borrower and the Lenders Banks of the Closing Date, and such notice shall be conclusive and binding.

Closing Date. This The effectiveness of this Agreement and the obligations of Lenders to make Loans under Tranche B on the Closing Date shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):satisfied: (a) The Administrative Agent Lenders shall have received a certificate of a Responsible Officer of Borrower setting forth (i) resolutions of its Board of Directors with respect to the authorization of Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the Transactions contemplated in those documents, (ii) the officers of Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its counselrepresentative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the Transactions contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) the Organizational Documents of Borrower, certified as being true and complete. (b) Lenders shall have received certificates of the appropriate Governmental Authorities with respect to the existence, qualification and good standing of Borrower. (c) Lenders shall have received from the Borrower and the Lenders either each party hereto duly executed counterparts (iin such number as may be requested by each Lender) counterparts of this Agreement signed on behalf of such parties or party. (d) Each Lender shall have received a duly executed Note in a principal amount equal to such Lender’s Commitment dated as of the date hereof. (e) Lenders shall have received from each party thereto duly executed counterparts (in such number as may be requested by Lender) of (i) the Security Instruments, including each Mortgage, the Pledge Agreement (if any), and the other Security Instruments described on Exhibit C, (ii) written evidence a Guaranty executed by each Subsidiary of the Borrower (if any), (iii) the Registration Rights Agreement, (iv) the Lenders’ Option, (v) the Warrant and (vi) the other Loan Documents. In connection with the execution and delivery of the Security Instruments, Lenders shall be satisfied that the Security Instruments create Liens (which, upon the Administrative Agent’s recordation of the Mortgages and properly completed financing statements in the proper jurisdictions therefor, shall be first priority, perfected Liens) on (A) all of Borrower’s Equity Interests in all Subsidiaries, if any, and (B) all assets of Borrower and its Subsidiaries, including all of the Oil and Gas Properties, subject only to Excepted Liens. (f) Lenders shall have received an opinion of Polsinelli PC, special counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent (which may include telecopy covering such other matters relating to the Loan Parties, this Agreement or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreementthe Transactions as the Lenders shall reasonably request. (bg) The Administrative Agent No material adverse change to the environmental condition of the Oil and Gas Properties to be pledged as Collateral shall have occurred. (h) Lenders shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received (i) a certificate of the Borrowera Responsible Officer of Borrower certifying that, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that Date: (i) the representations and warranties of the Borrower Loan Parties set forth in this Agreement are any Loan Document shall be true and correct as of the Closing Date and in all respects, (ii) upon no Default or Event of Default exists, and (iii) the effectiveness Loan Parties are in compliance in all material respects with all obligations under the Loan Documents. (i) Lenders shall have received the Base Case Model, in form and content satisfactory to the Lenders in their sole discretion. (j) Lenders shall have received and approved a funds flow memorandum with Financial Officer’s certification regarding the use and application of this Agreementproceeds of Tranche B (the “Funds Flow”). (k) Lenders shall have received appropriate UCC search certificates for Colorado and any other jurisdiction reasonably requested by Lenders reflecting no prior Liens encumbering the Properties of Borrower and the Subsidiaries other than Excepted Liens and the Liens to be released on the Closing Date. (l) Lenders shall have received copies of the Operating Agreements and the other Material Agreements. (m) Borrower shall have delivered to each Lender that is subject to the Act such information requested by Lender in order to comply with the Act. (n) At the time of and immediately after giving effect to any Loan under Tranche B, no Default or Event of Default shall have occurred and be continuing. (eo) The There shall exist no event of default (or condition which would constitute an event of default with the giving of notice or the passage of time or both) under any existing material obligation of Borrower or any of its Affiliates or Subsidiaries, or under any capital stock agreements, financing agreements, material lease agreements or other material contracts of Borrower or its Affiliates or Subsidiaries, if any. (p) Substantially contemporaneously with the funding of the Loans hereunder, all Debt outstanding under the Existing Providence Facility A shall have been paid all fees required to be paid, in full and all expenses required Liens granted by the Borrower to be paid and for which invoices secure such Debt shall have been presentedreleased by Providence Energy Operators, on or before LLC. (q) Substantially contemporaneously with the funding of the Loans hereunder, PEP III shall have received payment of the Debt under the Existing Providence Facility B in a principal amount equal to $1,500,000, together with all accrued and unpaid interest owing with respect to such facility as of the Closing Date. (fr) Concurrently Borrower and PEP III shall have amended the documents evidencing the Existing Providence Facility B to reflect the revised terms of such documents as set forth in the Letter Agreement. (s) The Administrative Agent, PEP III and the Borrower shall have executed and delivered the Intercreditor Agreement. (t) Lenders shall have received such other documents as such Lender or its counsel may reasonably request including audited and interim financial statements. (u) Borrower and the Providence Parties shall have reached agreement and executed an amendment to that certain Amended and Restated Participation Agreement dated November 16, 2017 (the “Participation Agreement”) to extend the right of PEP III thereunder for a period until two years after the Closing Date and to recognize PEP III’s right to assign that right to any Providence Affiliate. (v) The Administrative Agent and its counsel shall have completed all legal due diligence, the results of which shall be satisfactory to the Administrative Agent in its sole discretion. (w) The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the effectiveness terms of this AgreementSection 7.06. (x) The Borrower shall have adopted a resolution to increase the size of the Board of Directors from six directors to nine directors and Lenders shall have designated up to three directors, two designated by Providence and one designated by 5NR; provided, however, that the formal appointment of such designees shall be subject to background checks on such individuals and other customary diligence; and provided further that at least one director designated by the Lenders shall qualify as independent under rules promulgated by the NYSE American. During the 30 days following the repayment of the Loans, Borrower may request that one of the three directors designated by Lenders tender his or her resignation from the Board of Directors; or, if Providence and its Affiliates do not own in the aggregate 5% or more of Borrower’s Common Stock, then Borrower may request that all directors designated by Lenders tender his or her resignation. Upon receipt of such request, Providence shall advise the Lenders which director(s) is (are) to resign and the applicable Lender will cause its designee director(s) to resign. All remaining Lender-designated directors will thereafter be deemed designees of Providence. So long as Providence and its Affiliates own in the aggregate 5% or more of Borrower’s Common Stock, Providence shall be entitled to have two designees on the Board. (y) The Lenders shall have received the Budget for 2018. (z) The Lenders shall have received (i) evidence satisfactory to them that the Funding Account has been opened by the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall documentation necessary to cause transfers from such account to be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (subject to the extent such Lenders are parties to approval of the Existing Credit Agreement). The Administrative Agent in accordance with Section 2.02(c). (aa) The Lenders shall notify have received evidence satisfactory to them that Borrower has authorize a representative of Administrative Agent as a co-signer on the Borrower and the Lenders Operating Account for disbursements from such account of the Closing Date, and such notice shall be conclusive and binding$1,000,000 or more.

Closing Date. This Agreement shall not become effective until the date on which The obligation of each Lender to make Loans and of the following conditions Issuing Bank to issue Letters of Credit, in each case, on the Closing Date is satisfied subject to the satisfaction (or waived waiver in accordance with Section 9.02):12.02) of the following conditions: (a) The Administrative Agent (or its counsel) Agent, the Arranger and the Lenders shall have received from the Upfront Fee and all other accrued fees due and payable by the Borrower and the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent Agent, the Arranger or the Lenders on or prior to the Closing Date and, to the extent invoiced at least one (1) Business Day prior to the Closing Date (except as otherwise reasonably agreed by the Borrower), all reasonable and documented out-of-pocket costs and expenses due and payable by the Borrower to the Administrative Agent, the Arranger or the Lenders on or prior to the Closing Date on or prior to the Closing Date, which amounts may include telecopy or electronic pdf transmission be netted out of a signed signature page the proceeds of this Agreement) that such parties have each signed a counterpart of this Agreementthe initial Borrowing made hereunder. (b) The Administrative Agent shall have received a favorable written opinion certificate of a Responsible Officer of the Loan Parties setting forth (addressed i) resolutions of the board of directors or other appropriate governing body with respect to the authorization of each of the Loan Parties to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of each Loan Party (A) who are authorized to sign the Loan Documents to which such Loan Party is a party and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) the articles or certificate of incorporation and by-laws or other applicable organizational documents of the Loan Parties, certified as being true and complete. The Administrative Agent and the Lenders and dated may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary. (c) The Administrative Agent shall have received certificates of good standing (to the extent such concept exists) from the applicable Secretary of State (or equivalent) of the State of organization of each Loan Party as of a recent date prior to the Closing Date. (d) The Administrative Agent shall have received from each party hereto counterparts (in such number as may be reasonably requested by the Administrative Agent) of this Agreement signed on behalf of such party. (e) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be reasonably requested by the Administrative Agent) of the Guaranty Agreement, Collateral Agreement and each other Security Instrument set forth on Exhibit E. (f) The Administrative Agent shall have received (i) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for to the Borrower, substantially in the form of Exhibit C, L-1 and (ii) an opinion from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Battle, PLLC, special West Virginia counsel to the General Counsel Borrower, substantially in the form of Exhibit L-2. (g) The Administrative Agent shall have received a certificate of insurance coverage of the Borrower evidencing that the Borrower and its Subsidiaries, if any, are carrying insurance in accordance with Section 8.06. (h) The Administrative Agent shall have received appropriate UCC search results for Holdings, the Borrower and its Restricted Subsidiaries for each of the following jurisdictions: Delaware and West Virginia. (i) The Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower as to the matters set forth in Sections 6.01(j), 6.01(l), 6.01(q), 6.01(r), 6.01(t) and Sections 6.02(a) and 6.02(b). (j) After giving effect to the Transactions, Liquidity shall be equal to or greater than $40,000,000. (k) The Borrower shall have delivered (or shall have caused to be delivered) to the Administrative Agent an Assistant General Counsel internally prepared reserve report evaluating the existing Oil and Gas Properties of the Borrower and its Restricted Subsidiaries as of a recent date prepared by or under the supervision of the chief engineer of the Borrower in a manner consistent with the last reserve report prepared by an Approved Petroleum Engineer delivered by the Borrower pursuant to the Pre-Petition RBL Credit Agreement (such reserve report, the “Initial Reserve Report”). (l) After giving effect to the Transactions (including, for the avoidance of doubt, any Borrowing made on the Closing Date), the Borrower and its Restricted Subsidiaries shall have unused Aggregate Commitments on the Closing Date of not less than twenty percent (20.0%) of the then effective Borrowing Base. (m) The Administrative Agent shall have received a solvency certificate (after giving effect to the Plan of Reorganization) from a Financial Officer of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsH . (cn) The Administrative Agent shall have received the stock certificates and notes representing the Equity Interests and notes constituting Collateral set forth on Exhibit E, if any, accompanied by undated stock and note powers executed in blank (or confirmation in lieu thereof that such certificates, notes and powers and instruments have been sent for overnight delivery to the Administrative Agent or its counsel), if any. (o) Each of the Borrower and the Guarantors shall have authorized the Administrative Agent (and hereby does authorize the Administrative Agent) to file a UCC-1 financing statement in its jurisdiction of organization with the applicable central filing office (such as the Secretary of State) in respect of its assets constituting Collateral (as defined in the Collateral Agreement) to the extent that any security interest in such Collateral may be perfected by filing any such UCC-1 financing statement under the Uniform Commercial Code in a central filing office (such as the office of a Secretary of State). (p) The Administrative Agent and each Lender who has requested the same shall have received, at least three (3) Business Days prior to the Closing Date (or such later date as the Administrative Agent or such applicable Lender reasonably agrees): (i) a certificate of all documentation and other information regarding the BorrowerBorrower in connection with applicable “know your customer” and anti-money laundering rules and regulations, dated including, without limitation, the Closing DatePATRIOT Act, as and (b) to the incumbency extent applicable, in connection with “beneficial ownership” rules and signature of the officers regulations, a customary certification regarding beneficial ownership or control of the Borrower executing this Agreement and authorized to execute Notes in a form reasonably satisfactory in form and substance to the Administrative Agent and each requesting Lender, in the cases of clauses (iia) true and complete copies of (b), to the certificate of incorporation and by-laws of extent reasonably requested in writing at least ten (10) Business Days prior to the BorrowerClosing Date. (q) The Borrower shall have received, certified as of or shall receive on the Closing Date as complete and correct copies thereof by substantially concurrently with the Secretary or an Assistant Secretary Loans advanced under the Facility on the Closing Date, the proceeds of the BorrowerNew Capital Commitment (as defined in the RSA) in accordance with the terms of the New Equity Term Sheet (as defined in the RSA). (dr) The Closing Date Refinancing shall have occurred, or shall occur on the Closing Date substantially concurrently with the Loans advanced under the Facility on the Closing Date. (s) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) the representations and warranties of from the Borrower set forth title information (including customary title opinions or reports or other documents) consistent with usual and customary standards for the geographic regions in this Agreement which the Borrowing Base Properties are true located, taking into account the size, scope and correct as number of the Closing Date leases and (ii) upon the effectiveness ▇▇▇▇▇ of this Agreement, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders Guarantors, in respect of at least 90.0% of the aggregate net present value of the Borrowing Base Properties. (t) Since November 6, 2019, there shall have been no event, development or circumstance that has had or could reasonably be expected to have a Closing DateDate Material Adverse Effect. As used herein, “Closing Date Material Adverse Effect” shall mean any event, change, effect, circumstance, occurrence, development, condition, result, state of facts or change of facts (each, an “Event”) occurring after the date hereof that, individually or together with all other Events, has had or would reasonably be expected to have a material and adverse effect on the business, results of operations or condition (financial or otherwise) of the Borrower or the Guarantors, or the properties, assets, finances or liabilities of the Borrower or the Guarantors, taken as a whole; provided that “Closing Date Material Adverse Effect” shall not include any Event occurring after the date hereof and arising out of or resulting from: (a) conditions or effects that generally affect persons or entities comparable in size and scale to the Borrower or the Guarantors engaged in the industries, businesses, markets (financial or otherwise) or geographic areas in which the Borrower or the Guarantors operate, taking into consideration any Event that is related to the operations of the Borrower or the Guarantors in the specific geographical and geological areas in which they operate, (b) general economic conditions in regions and markets in which the Borrower or the Guarantors operate, (c) regional, national or international political or social conditions, including acts of war, terrorism or natural disasters, escalation or material worsening of hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States or its territories, possessions, diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, (d) financial, banking, securities, credit, or commodities markets, prevailing interest rates or general capital markets conditions, (e) changes in United States generally accepted accounting principles, (f) changes in laws, orders, or other binding directives issued by any governmental entity, (g) the taking of any action or any inaction required by the RSA (including the Restructuring Term Sheet, the DIP Term Sheet, the Equity Term Sheet, the Governance Term Sheet, the Plan, or any action or inaction in connection with the Chapter 11 Cases, including the commencement, announcement and pendency of the Chapter 11 Cases, in each case, with such notice shall be conclusive and binding.defined terms as defined in the RSA), (h) the execution, announcement or performance of this Agreement or the other transaction agreements contemplated by the RSA or the transactions contemplated hereby or thereby (including any act or omission of the Borrower or the Guarantors expressly required or prohibited, as applicable, by the RSA), or (i) any action or inaction consented to or requested by the Consenting Stakeholders (as defined in the RSA); provided, further, that exceptions set forth in clauses (a), (b), (c) and

Closing Date. This Agreement shall not become effective until The obligation of each Buyer hereunder to purchase the date on which Notes and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions is satisfied (or are for each Buyer’s sole benefit and may be waived by such Buyer at any time in accordance its sole discretion by providing the Company with Section 9.02):prior written notice thereof: (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts The Company shall have executed and delivered to such Buyer (i) each of this Agreement signed on behalf of such parties or the Transaction Documents and (ii) written evidence satisfactory the Notes (in such principal amounts as such Buyer shall request)and the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement. (bii) The Administrative Agent Such Buyer shall have received a favorable written the opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the BorrowerCompany’s counsel, dated as of the Closing Date, in substantially the form of Exhibit E attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit CD attached hereto, which instructions shall have been delivered to and (ii) acknowledged in writing by the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsCompany’s transfer agent. (civ) The Administrative Agent Company shall have received (i) delivered to such Buyer a certificate evidencing the incorporation and good standing of the BorrowerCompany and each of its Subsidiaries in such corporation’s state of incorporation issued by the Secretary of State of such state of incorporation, as of a date within 10 days of the Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State of the States of Massachusetts and Delaware, as of a date within 10 days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within 10 days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the incumbency and signature resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer (the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and “Resolutions”), (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit F. (viii) The representations and warranties of the Company shall be true and complete copies correct as of the certificate of incorporation date when made and by-laws of the Borrower, certified as of the Closing Date as complete though made at that time (except for representations and correct copies thereof warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Secretary Transaction Documents to be performed, satisfied or an Assistant Secretary of complied with by the Borrower. (d) The Administrative Agent Company at or prior to the Closing Date. Such Buyer shall have received a certificate, dated the Closing Date and signed executed by the President, a Vice President or a Financial Chief Executive Officer of the BorrowerCompany, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct dated as of the Closing Date Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit G. (iiix) upon the effectiveness of this Agreement, no Default The Company shall have occurred and be continuing. (e) The Borrower shall have paid all fees required delivered to be paid, and all expenses required to be paid and for which invoices have been presented, on or before such Buyer a letter from the Company’s transfer agent certifying the number of shares of Class A Common Stock outstanding as of a date within five days of the Closing Date. (fx) Concurrently with The Class A Common Stock (I) shall be designated for quotation or listed on the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement Principal Market and (iiII) all principalshall not have been suspended, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and the Warrants. (xii) The Company shall have delivered to such notice shall be conclusive and bindingBuyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Closing Date. This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts a counterpart of this Agreement signed each Loan Document executed on behalf of such parties each party that is a party thereto, or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile or electronic pdf transmission of a signed an executed signature page of this Agreementpage) that each such parties have each signed a counterpart of this AgreementLoan Document has been so executed. (b) The Administrative Agent shall have received a customary favorable written opinion opinions (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ Skadden, Arps, Slate, Meagher, & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrowers, and Loyens & Loeff N.V., Dutch counsel for the Dutch Borrower, substantially in covering such matters relating to the form of Exhibit CBorrowers, and (ii) the General Counsel Loan Documents or an Assistant General Counsel of the Borrower, substantially in Transactions as the form of Exhibit D. Administrative Agent shall reasonably request. The Borrower Borrowers hereby requests request such counsel counsels to deliver such opinions. (c) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the Closing Date, each Borrower certifying as to the incumbency and genuineness of the signature of the officers each officer of the such Borrower executing this Agreement Loan Documents to which it is a party and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true certifying that attached thereto is a true, correct and complete copies copy of (i) the certificate of incorporation (or, with respect to the Dutch Borrower, the deed of incorporation (akte van oprichting)) of such Borrower and by-laws of the Borrowerall amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (ii) the bylaws (or, with respect to the Dutch Borrower, the latest articles of association (statuten)) of such Borrower as in effect on the Closing Date as complete and correct copies thereof Date, (iii) resolutions duly adopted by the Secretary or an Assistant Secretary board of directors of such Borrower authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, (iv) a certificate as of a recent date of the good standing of such Borrower under the laws of its jurisdiction of organization, and (v) with respect to the Dutch Borrower, (A) an up-to-date extract from the Dutch trade register (handelsregister) relating to it dated no earlier than five (5) Business Days prior to the Closing Date, (B) a copy of a resolution of its general meeting of shareholders (1) approving the execution of, the terms of, and the transactions contemplated by, the Loan Documents, and (2) if applicable, appointing one or more authorized persons to represent the Dutch Borrower, (C) a copy of a resolution of its board of supervisory directors (if any) (1) approving the execution of, the terms of, and the transactions contemplated by, the Loan Documents, and (2) if applicable, appointing one or more authorized persons to represent the Dutch Borrower and (D) a copy of the positive or neutral advice (advies) from each competent works council (if any) in relation to the terms of, and the transactions contemplated by, the Loan Documents. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by certificate from the President, a Vice President or a Financial Officer of the Borrower, confirming Company to the effect that at the time of and immediately after giving effect to the Borrowing of the Loans on the Closing Date (i) the representations and warranties of the Borrower Borrowers set forth in this Agreement are shall be true and correct in all material respects (provided that any representation or warranty qualified by materiality or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Closing Date Date, and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing. (ei) The Administrative Agent, the Arranger and each Lender shall have received, at least five days prior to the Closing Date, all documentation and other information regarding the Borrowers requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, to the extent requested in writing of the Borrowers at least 10 days prior to the Closing Date and (ii) to the extent a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, any Lender that has requested, in a written notice to such Borrower at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to such Borrower shall have paid all fees required received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be paid, satisfied). (f) The Administrative Agent shall have received a funding indemnity letter from the Company in form and all expenses required substance reasonably satisfactory to be paid and for which invoices have been presented, on or before the Administrative Agent not less than three (3) Business Days prior to the Closing Date. (fg) Concurrently with The Administrative Agent, the effectiveness of this Agreement, (i) the Borrower shall (Arranger and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least two (2) Business Days (or such Lenders are parties shorter period as the Company shall agree) prior to the Existing Credit Agreement)Closing Date, reimbursement or payment of all of the Administrative Agent’s out-of-pocket expenses required to be reimbursed or paid by the Company hereunder. The Administrative Agent shall notify the Borrower Borrowers and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Closing Date. This Agreement shall not become effective until On the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):Closing Date: (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts of this Agreement signed received, on behalf of such parties or (ii) written evidence satisfactory to itself, the Administrative Lenders, the Documentation Agent, the Syndication Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement. (b) The Administrative Agent shall have received and the Issuing Bank, a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇, counsel for El Paso, substantially to the effect set forth in Exhibit E-1, (ii) Ainsa ▇▇▇▇▇▇, LLP, special counsel for the BorrowerTrustee, substantially to the effect set forth in Exhibit E-2, (iii) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, LLP, Federal regulatory counsel for the form of Borrowers, substantially to the effect set forth in Exhibit CE-3, (iv) each local regulatory counsel listed on Schedule 4.02(a), substantially to the effect set forth in Exhibit E-4 and (iiv) the General Counsel or an Assistant General Counsel of the BorrowerEl Paso, substantially to the effect set forth in Exhibit E-5, in each case (A) dated the form of Exhibit D. The Borrower Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and the Borrowers hereby requests request such counsel to deliver such opinions. (cb) The Administrative Agent shall have received (i) a certificate of the Borrower, Secretary or Assistant Secretary of El Paso dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate or articles of incorporation of El Paso filed with the Secretary of State of Texas on or prior to the Closing Date and as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of the by-laws of El Paso as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (C) below, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of El Paso authorizing the execution, delivery and performance of the Loan Documents to which El Paso is or is to be a party and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the Trust Agreement has not been modified, rescinded or amended and is in full force and effect, (E) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of El Paso; (ii) a certificate of another officer of El Paso as to the incumbency and specimen signature of the officers Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above; (iii) a certificate of the Borrower Secretary or Assistant Secretary of JPMorgan dated the Closing Date and certifying as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of the Trustee; (iv) a certificate of another officer of the Trustee as to the incumbency and authorized specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to execute Notes reasonably satisfactory in form clause (iii) above; and substance to (v) such other documents as the Lenders, the Issuing Bank or the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrowermay reasonably request. (dc) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the BorrowerEl Paso, confirming that compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (i) the representations The loans and warranties of the Borrower set forth in this Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paid, and all expenses required to be paid and for which invoices have been presented, on other amounts outstanding or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees payable under the Existing Credit Agreement shall be have been paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by full and (ii) the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower have received all Fees and the Lenders of other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (e) All requisite Governmental Authorities shall have approved or consented to the Transactions to the extent required (and such notice approvals shall be conclusive in full force and bindingeffect) and there shall be no action, actual or threatened, before any Governmental Authority or arbitrator that (a) has a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the Transactions or (b) could reasonably be expected to result in a Material Adverse Effect. (f) (i) El Paso and its Subsidiaries shall have outstanding no Indebtedness for borrowed money or preferred stock other than (A) Indebtedness of El Paso’s Subsidiaries permitted pursuant to Section 6.01, (B) Indebtedness created hereunder, (C) the Senior Unsecured Notes and (D) the Existing Indebtedness and (ii) the Trustee shall have outstanding no Indebtedness or other obligations (contingent or otherwise) other than (A) any Loans made or Letters of Credit issued hereunder and (B) obligations under the Purchase Contract and contractual obligations incidental thereto. (g) The Lenders shall have received, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Closing Date. This Agreement shall not become effective until On the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):Closing Date: (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed reasonably satisfactory to the Administrative Agent and the Lenders and dated the Closing Date) of (i) C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇H▇▇▇▇▇▇▇ LLP, special as counsel to Howmet, (ii) K&L Gates LLP, as counsel to Howmet and (iii) R▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., as Delaware counsel to Howmet, in each case dated as of the Closing Date and addressed to the Administrative Agent and the Lenders. (b) All legal matters incident to this Agreement and the borrowings hereunder shall be reasonably satisfactory to the Lenders and to counsel for the Borrower, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsAdministrative Agent. (c) The Administrative Agent shall have received (i) this Agreement, duly executed and delivered by Howmet and each Lender, (ii) a copy, including all amendments thereto, of the charter of Howmet, certified as of a recent date by the Secretary of State or other appropriate official of its jurisdiction of incorporation and a certificate as to the good standing of Howmet as of a recent date, from such Secretary of State or other official; (iii) a certificate of the Borrower, Secretary or Assistant Secretary of Howmet dated the Closing DateDate and certifying (A) that attached thereto is a true and complete copy of the by-laws of Howmet as in effect on the Closing Date showing all amendments thereto since the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of Howmet authorizing the execution, delivery and performance of this Agreement and the borrowings by Howmet hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the charter of Howmet has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (ii) above and (D) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of Howmet; (iv) a certificate of another officer of Howmet as to the incumbency and specimen signature of the officers of Secretary or Assistant Secretary executing the Borrower executing this Agreement certificate pursuant to clause (iii) above; and authorized to execute Notes reasonably satisfactory in form and substance to (v) such other documents as the Lenders or counsel for the Administrative Agent may reasonably request. (d) The representations and (ii) warranties set forth in Article III hereof shall be true and complete copies of the certificate of incorporation correct in all material respects (except such representations and by-laws of the Borrowerwarranties that are qualified by materiality, certified which shall be correct in all respects) on and as of the Closing Date with the same effect as complete though made on and correct copies thereof by as of such date, except to the Secretary or extent such representations and warranties expressly relate to an Assistant Secretary of the Borrowerearlier date. (de) The Administrative Agent shall have received a certificate, certificates dated the Closing Date and signed by the President, a Vice President or a Financial Officer of Howmet confirming the Borrower, confirming that (i) the representations and warranties satisfaction of the Borrower condition precedent set forth in paragraph (d) of this Agreement are true Section 4.01 and correct that as of the Closing Date and (ii) upon the effectiveness of this AgreementDate, no Event of Default shall have or Default has occurred and be is continuing. (ef) The Borrower Administrative Agent shall have paid received all fees required to be paidfees, including Facility Fees (as defined in the Existing Credit Agreement) accrued throughout the Closing Date under the Existing Credit Agreement, and all expenses required to be paid other amounts due and for which invoices have been presented, payable on or before prior to the Closing Date. (fg) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders have received certificates of a Responsible Officer of Howmet, each dated the Closing DateDate and stating that (i) except as disclosed in the Exchange Act Reports or otherwise disclosed in such certificate, Howmet and each of its Subsidiaries have complied in all respects with all Federal, state, local and foreign statutes, ordinances, orders, judgments, rulings and regulations relating to environmental pollution or to environmental regulation or control except to the extent any such failure so to comply would not, alone or together with any other such failure, be reasonably likely to result in a Material Adverse Effect; (ii) neither Howmet nor any of its Subsidiaries has received notice shall of any failure so to comply which alone or together with any other such failure would be conclusive reasonably likely to result in a Material Adverse Effect; and binding(iii) the plants of Howmet and its Subsidiaries do not manage any hazardous wastes, toxic pollutants or substances similarly denominated in violation of any applicable law or regulations promulgated pursuant thereto including, for operations within the United States, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation and Liability Act, the Hazardous Materials Transportation Act, the Toxic Substance Control Act, the Clean Air Act, the Clean Water Act or any other applicable law, where such violation would be reasonably likely to result, individually or together with any such other violations, in a Material Adverse Effect.

Closing Date. This Agreement shall not become effective until On the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):Closing Date: (a) The Administrative Agent representations and warranties of the Borrower contained in Article 6 shall be true and accurate on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or its counsel) time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), and the Borrower shall have received from the Borrower performed and the Lenders either (i) counterparts complied with all covenants and conditions hereof; no Event of Default or Potential Default under this Agreement signed on behalf of such parties shall have occurred and be continuing or (ii) written evidence satisfactory shall exist; and there shall be delivered to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form benefit of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received (i) each Bank a certificate of the Borrower, dated the Closing DateDate and signed by the Chief Executive Officer, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws President, Chief Financial Officer, Treasurer or Controller of the Borrower, certified as to both such effects. (b) There shall be delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date as complete and correct copies thereof signed by the Secretary or an Assistant Secretary of each of the Companies, certifying as appropriate as to: (i) all action taken by such Company in connection with this Agreement and the other Senior Loan Documents to which it is a party, as applicable; (ii) the names of the officer or officers authorized to sign this Agreement and the other Senior Loan Documents to which such Company is a party and the true signatures of such officer or officers and, in the case of the Borrower, specifying the Authorized Officers who are authorized to act on behalf of the Borrower for purposes of this Agreement and the true signatures of such officers, on which the Agent and each Bank may conclusively rely; and (iii) copies of its organizational documents, including its declaration of trust or articles of incorporation and bylaws or partnership agreement, as applicable, as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each of the Companies in each state where organized or qualified to do business, PROVIDED such certifications of state officials shall not be required for Federated Fonds - Service GmbH, Federated International Holdings, BV, Federated International - Europe GmbH and Federated International Management, Ltd. (c) The Notes, the Intercompany Subordination Agreement, the Pledge Agreement and the Security Agreement shall have been duly executed and delivered to the Agent for the benefit of the Banks, together with all appropriate financing statements, appropriate stock powers and certificates evidencing the Pledged Collateral. With respect to shareholders of the Borrower who are Pledgors, there shall be delivered to the Agent, for the benefit of the Banks, certification of authority and proof of incumbency or identity reasonably satisfactory to the Agent and its counsel of the officer, trustee, custodian or other person executing the Pledge Agreement on behalf of such Pledgor, including signature guarantees in the case of shareholders who are individuals. (d) The Administrative There shall be delivered to the Agent, for the benefit of each Bank, a legal opinion of outside counsel reasonably acceptable to the Agent and its counsel (who may rely on the opinions of such other counsel as may be acceptable to the Agent), dated the Closing Date and in form and substance satisfactory to the Agent and its counsel in substantially the form of EXHIBIT J. (e) All legal details and proceedings in connection with the transactions contemplated by this Agreement and the other Senior Loan Documents shall be in form and substance satisfactory to the Banks and counsel for the Banks, and the Banks shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to the Banks and said counsel, as the Banks or said counsel may reasonably request. (f) The Borrower shall pay or cause to be paid, to the extent not previously paid (i) to the Agent for its own account, all fees payable on or before the Closing Date as set forth in that certain letter dated November 14, 2000 and the costs and expenses for which the Agent is entitled to be reimbursed, (ii) to the Agent, for the account of the Banks (as defined in the Existing Senior Credit Agreement), all accrued interest (if any) and any other fees and expenses accrued pursuant to the Existing Credit Agreement and (iii) to the Agent for the account of the Banks all fees accrued through the Closing Date and the costs and expenses for which the Banks are entitled to be reimbursed pursuant to this Agreement. (g) All material consents required to effectuate the transactions contemplated by the Senior Loan Documents shall have been obtained. (h) There shall be no Material Adverse Change in the Historical Statements previously delivered to the Agent since the date of their preparation; since December 31, 1999, there shall be no Material Adverse Change; and there shall be delivered to the Agent, for the benefit of each Bank, a certificate, certificate dated the Closing Date and signed by the Chief Executive Officer, President, a Vice President Chief Financial Officer, Treasurer or a Financial Officer Controller of the Borrower, confirming that Borrower to each such effect. (i) the representations and warranties The making of the Loans shall not contravene any Law applicable to the Borrower set forth in this Agreement are true and correct as or any of the Closing Date Banks, and (ii) upon the effectiveness of this Agreement, no Default Banks and the Agent shall have occurred received all such certificates and be continuingdocuments in relation thereto as the Banks and the Agent and their respective counsel shall have reasonably requested. (ej) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of this Agreement or the consummation of the transactions contemplated hereby or which, in the Agent's sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or any of the other Senior Loan Documents. (k) The Borrower shall deliver evidence acceptable to the Agent that adequate insurance in compliance with Section 8.1(c) is in full force and effect and that all premiums then due thereon have paid all fees required to be been paid, together with a certified copy of the Borrower's casualty insurance policy or policies evidencing coverage satisfactory to the Agent, with additional insured and all expenses required lender loss payable endorsements in form and substance satisfactory to be paid the Agent and its counsel naming the Agent as additional insured and lender loss payee for which invoices have been presented, on or before the Closing Datebenefit of the Banks. (fl) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify have received copies of all lien search results and copies of all filing receipts and acknowledgments issued by any governmental authority to evidence any recordation or filing necessary to perfect the Borrower and the Lenders Lien of the Closing Date, Agent for the benefit of the Banks on the Collateral or other satisfactory evidence of such recordation and filing and to evidence that such notice shall be conclusive and bindingLien constitutes a Prior Security Interest in favor of the Agent for the benefit of the Banks.

Closing Date. This Agreement shall not become effective until The obligation of each Lender to make a Loan on the date on which each Closing Date is subject to the satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.02):conditions: (a) The Administrative Agent (or its counsel) Effective Date shall have received from the Borrower and the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreementoccurred. (b) The Acquisition shall have been consummated substantially concurrently with the borrowing under this Agreement materially in accordance with the Acquisition Agreement and the Acquisition Agreement shall not have been amended or modified, and no condition shall have been waived or consent granted by, in each case, the Borrower, in any respect that is materially adverse to the Lenders or the Lead Arrangers without the Lead Arrangers’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that (a) any decrease in the purchase price shall not be materially adverse to the interests of the Lenders or the Lead Arrangers so long as such decrease is less than 10% of the aggregate consideration for the Acquisition and such reduction is applied to reduce the Bridge Facility on a dollar-for-dollar basis, (b) any decrease in the purchase price shall be materially adverse to the interests of the Lenders or the Lead Arrangers if such decrease is equal to or greater than 10% of the aggregate consideration for the Acquisition, (c) any increase in the purchase price shall not be materially adverse to the Lenders or the Lead Arrangers so long as such increase is not funded with third-party debt for borrowed money, (d) any amendment or modification to the definition of the term “Chart Material Adverse Effect” in the Acquisition Agreement will be deemed to be materially adverse to the interests of the Lenders and the Lead Arrangers and (e) any amendment, modification or waiver of Section 7.07 of the Acquisition Agreement will be deemed to be materially adverse to the interests of the Lenders and the Lead Arrangers). (c) Since July 28, 2025, there shall not have occurred a Chart Material Adverse Effect (as defined in the Acquisition Agreement as in effect on July 28, 2025). (d) Each of the Acquisition Agreement Representations shall be true and correct and each of the Specified Representations shall be true and correct in all material respects, in each case, at the time of, and after giving effect to, the making and application of the Loans on the Closing Date. (e) On the Closing Date, there shall exist no Event of Default under Section 7.01(a), 7.01(b), 7.01(d), 7.01(e) or 7.01(f) (with respect to an Event of Default under Section 7.01(d), 7.01(e) and 7.01(f), limited to any Obligor). (f) The Administrative Agent shall have received audited consolidated balance sheets and related statements of earnings, comprehensive income, equity, and cash flows of the Parent Guarantor and its subsidiaries for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and unaudited consolidated balance sheets and related statements of earnings, comprehensive income, equity, and cash flows of the Parent Guarantor and its subsidiaries for each subsequent fiscal quarterly interim period or periods ended at least 40 days prior to the Closing Date (and the corresponding period(s) of the prior fiscal year), in each case, which are prepared in accordance with GAAP (it being understood that, with respect to such financial information for each such fiscal year and subsequent interim period, such condition shall be deemed satisfied through the filing by the Parent Guarantor of its annual report on Form 10-K or quarterly report on Form 10-Q with respect to such fiscal year or interim period). (g) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and solvency certificate, dated as of the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, Date and substantially in the form of Exhibit CF hereto, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsduly signed by a Financial Officer. (c) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower. (dh) The Administrative Agent shall have received a certificate, dated customary officer’s certificate from a Responsible Officer certifying as to the Closing Date and signed by the President, a Vice President or a Financial Officer satisfaction of the Borrowerconditions in Section 4.02(b), confirming that 4.02(c), 4.02(d) and 4.02(e) above. (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify have received a Borrowing Request duly signed by the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and bindingBorrower.

Closing Date. This Agreement shall not become effective until The obligations of the date Lenders to make Loans on which each the Closing Date are subject to the satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.02):conditions: (a) The Administrative Agent shall have received a Borrowing Request from the Borrower as required by Section 2.03. (b) The representations and warranties set forth in Article III hereof and in the other Loan Documents shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. (c) At the time of and immediately after giving effect to the Transactions and the other transactions contemplated hereby to occur on the Closing Date, no Event of Default or Default shall have occurred and be continuing. (d) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts from each party hereto either (a) a counterpart of this Agreement signed on behalf of such parties party or (iib) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission, or electronic pdf transmission of a PDF copy, of a signed signature page of this Agreement) that such parties have each party has signed a counterpart of this AgreementAgreement and (ii) a Note, signed by the Borrower, in favor of each Lender that has requested such a Note in writing not less than three (3) Business Days prior to the Closing Date pursuant to Section 2.07(d). (be) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, and the Lenders, a favorable written opinion of Sidley Austin LLP, special counsel for the Loan Parties (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, the Depositary Bank and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Loan Documents as are usual and customary for a financing of the type contemplated hereby as the Administrative Agent shall reasonably request, and each Loan Party hereby instructs its counsel to deliver such opinions. (f) The Administrative Agent shall have received each of the following: (i) a copy of the certificate or articles of incorporation, partnership agreement or limited liability agreement, including all amendments thereto, or other relevant constitutional documents under applicable law of each Loan Party and the Sponsor, each certified as of a recent date by the Secretary of State (or other similar official) of the state of such Person’s organization and a certificate as to the good standing of each such Loan Party and the Sponsor as of a recent date from such Secretary of State (or other similar official); and (ii) a certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, or the general partner, managing member or sole member, of each Loan Party and the Sponsor, in each case dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, memorandum and articles of association, limited liability company agreement or other equivalent governing documents) of such Person as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Person (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party or, in the case of the Sponsor, the DSR Guaranty to which the Sponsor is a party, and, in the case of the Borrower, the Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, partnership agreement or limited liability agreement of such Person has not been amended since the date of the last amendment thereto disclosed pursuant to clause (A) above, and (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party or, in the case of the Sponsor, executing the DSR Guaranty to which the Sponsor is a party. (g) The Collateral and Guarantee Requirement with respect to items expressly required to be completed as of the Closing Date shall have been satisfied or waived and the Administrative Agent shall have received the results of a search of the UCC (or equivalent under other similar law) filings made with respect to the Loan Parties in the relevant jurisdictions and copies of 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 or have been released. (h) The Transactions shall have been consummated or shall be consummated simultaneously with or immediately following the closing on the Closing Date. (i) The Administrative Agent shall have received the financial statements referred to in Section 3.05. The Administrative Agent shall have received a budget of the Borrower in effect for the period commencing on the Closing Date through December 31, 2014 and the Projections, in each case in form and substance reasonably satisfactory to the Administrative Agent. (j) Immediately after giving effect to the Transactions and the other transactions contemplated hereby to occur on the Closing Date, the Loan Parties shall have outstanding no Indebtedness other than (i) the Indebtedness outstanding under this Agreement and (ii) other Indebtedness permitted pursuant to Section 6.01. (k) The Lenders shall have received a solvency certificate substantially in the form of Exhibit F and signed by a Financial Officer of the Borrower confirming the Solvency of the Loan Parties, on a consolidated basis with their Subsidiaries, after giving effect to the Transactions. (l) Since December 31, 2012, there have been no events, changes or other occurrences that have had, continue to have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (m) The Agents shall have received, all Fees payable thereto or to any Lender or to the Lead Arranger on or prior to the Closing Date and, to the extent invoiced at least four (4) Business Days prior to the Closing Date, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document (it being understood that amounts under this paragraph (m) may be paid with proceeds of the Loans). (n) The Administrative Agent shall have received a favorable written opinion certificate signed by a Responsible Officer of the Borrower dated as of the Closing Date as to the matters set forth in clauses (addressed b), (c), (j) and (l) of this Section 4.01. (o) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities with respect to the Loan Parties under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. PATRIOT Act, that has been reasonably requested by the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsany other Agent or Lender. (cp) The Administrative Agent shall have received (i) a certificate evidence of the Borrower, dated the Closing Date, as to the incumbency and signature establishment of each of the officers Depositary Accounts required to be established pursuant to Section 2.19(a) with the Depositary Bank. (q) Substantially simultaneously with the funding of Loans hereunder, the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified DSR Requirement Amount as of the Closing Date as complete shall have been Fully Funded into the Debt Service Reserve Accounts through the issuance of a DSR Guaranty in favor of the Collateral Agent on terms and correct copies conditions reasonably satisfactory to the Collateral Agent and the Administrative Agent and receipt thereof by the Secretary or an Assistant Secretary of the BorrowerCollateral Agent. (dr) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer bringdown of the Borrowerreport entitled “Independent Engineering Review of ExGen Renewables I Wind Portfolio” dated January 21, confirming that (i) the representations 2014, delivered by DNV KEMA Renewables Inc., including all exhibits, appendices and warranties of the Borrower set forth any other attachments thereto, in this Agreement are true form and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (substance reasonably satisfactory to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and bindingAgent.

Closing Date. This Agreement shall not become effective until On the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):Closing Date: (a) The Administrative Agent (or its counsel) shall have received from the Borrower representations and the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel warranties of the Borrower, substantially Loan Parties contained in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent Article 6 hereof shall have received (i) a certificate of the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) be true and complete copies of the certificate of incorporation accurate on and by-laws of the Borrower, certified as of the Closing Date with the same effect as complete though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct copies thereof on and as of the specific dates or times referred to therein), and the Loan Parties shall have performed and complied with all covenants and conditions hereof; no Event of Default or Potential Default under this Agreement shall have occurred and be continuing or shall exist; and there shall be delivered to the Agent for the benefit of each Bank a certificate of each Loan Party, dated the Closing Date and signed by the Chairman, President, any Vice President or Chief Financial Officer (or the Secretary or an Assistant Secretary in the case of the Borrower.) of each Loan Party, to both such effects; (db) The Administrative There shall be delivered to the Agent shall have received for the benefit of each Bank a certificate, dated the Closing Date and signed by the Presidentsecretary or an assistant secretary of each Loan Party, a Vice President or a Financial Officer of the Borrower, confirming that certifying as appropriate as to: (i) all corporate action taken by such Loan Party in connection with this Agreement and the representations and warranties other Senior Loan Documents to which it is a party; (ii) the names of the Borrower set forth in officer or officers of such Loan Party authorized to sign this Agreement are and the other Senior Loan Documents, and the true signatures of such officer or officers and correct specifying the Authorized Officers permitted to act on behalf of such Loan Party for purposes of this Agreement and the true signatures of such officers, on which the Agent and each Bank may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporation as in effect on the Closing Date, certified as of a recent date by the appropriate state official where such documents are filed in a state office, together with certificates from the appropriate state officials (or in the case of California alternative evidence of such Loan Party's qualification and good standing acceptable to the Agent) as to the continued existence and good standing of such Loan Party in each state where organized or qualified to do business. (c) The Notes, the Intercompany Loan Subordination Agreement and Intercompany Notes pledged thereunder, the Guaranty Agreement, and the Pledge Agreement shall have been duly executed and delivered to the Agent for the benefit of the Banks, together with all appropriate financing statements and appropriate stock powers and certificates evidencing the Subsidiary Shares of the Restricted Subsidiaries. (d) There shall be delivered to the Agent for the benefit of each Bank a written opinion of Winstead Sechrest & Minick P.C. , counsel for the Loan Parties (who m▇▇ ▇▇▇▇ o▇ ▇▇▇ ▇▇ini▇▇▇ ▇▇ such other counsel as may be reasonably acceptable to the Agent), dated the Closing Date and in form and substance reasonably satisfactory to the Agent and their counsel: (i) as to the matters set forth in Exhibit 7.1 (d) hereto; and (ii) upon as to such other matters incident to the effectiveness of this Agreement, no Default shall have occurred and be continuingtransactions contemplated herein as the Agent may reasonably request. (e) The Borrower All legal details and proceedings in connection with the transactions contemplated by the Agreement and the other Senior Loan Documents shall be in form and substance reasonably satisfactory to the Agent and counsel for the Agent, and the Agent shall have paid received all fees required such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance reasonably satisfactory to be paidthe Agent and said counsel, and all expenses required to be paid and for which invoices have been presented, on as the Agent or before the Closing Datesaid counsel may reasonably request. (f) Concurrently The Borrower shall pay or cause to be paid to the Agent for itself and for the account of the Banks, to the extent not previously paid, all acceptance, underwriting, commitment and other fees accrued through the Closing Date and the costs and expenses (including fees or counsel for the Agent) for which the Agent is entitled to be reimbursed. (g) CBCC shall have repaid, or simultaneously with the effectiveness making of this Agreementthe first Loans CBCC shall repay, (i) all outstanding obligations of CBCC to the Borrower shall (and does hereby) terminate the commitments banks under the Existing Credit Agreement and received a payoff letter in a form satisfactory to the Agent executed by all of the banks thereunder acknowledging the same and that such agreement has been terminated. (iih) all principal, interest and fees under All material consents required to effectuate the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived transactions contemplated by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower Senior Loan Documents and the Lenders of Leavitt Acquisition Documents, as set forth on Schedule 6.1(l), shall ▇▇▇▇ ▇een obtained. (i) Since December 31, 1995, no Material Adverse Change shall have occurred, and prior to the Closing Date, and such notice there shall be conclusive no material change in the management of the Borrower or CBCC and bindingeach of them shall have delivered a certificate to the Agent, signed as of the Closing Date by its Chief Executive Officer, President or Chief Financial Officer, to both such effects. (j) The making of the Loans shall not contravene any Law applicable to any of the Loan Parties or any of the Banks. (k) Borrower shall have executed and delivered to the Agent the Agent's Fee Letter. (l) Borrower shall have executed and delivered a Compliance Certificate in the form of Exhibit 7.1(l) hereto (the "Closing Date Compliance Certificate"). (m) The Borrower shall deliver a Borrowing Base Certificate prepared as of July 31, 1996 in substantially the form of Exhibit 8.3(d)(i) showing that the Revolving Credit Loans to be made on the Closing Date shall not exceed the Borrowing Base computed as of July 31, 1996. (n) The Chief Executive Officer, President or Chief Financial Officer (or Secretary in the case of the Borrower) of each of the Loan Parties shall have delivered a certificate in form and substance satisfactory to the Agent as to the capital solvency of such Loan Party on the Closing Date after giving effect to the Leavitt Acquisition and Loans or Letters of Credit to be made on such ▇▇▇▇▇▇g Date. (o) The transactions that are contemplated to be consummated on or before the closing date under the Leavitt Acquisition Agreement shall be consummated simultaneously with the closing of the Loans in accordance with the terms and conditions of the Leavitt Acquisition Documents as heretofore approved by the Banks wit▇▇▇▇ ▇▇y amendment or waiver by the Borrower not consented to by the Banks. The Borrower shall deliver to the Agent and the Banks true and correct copies of all of the Leavitt Acquisition Documents. The Agent shall be satisfied with all ▇▇▇▇▇▇▇l aspects of the Leavitt Acquisition. (p) No action, pr▇▇▇▇▇▇▇g, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of this Agreement or any of the Leavitt Acquisition Documents or the consummation of the transactions ▇▇▇▇▇▇plated hereby or thereby or which, in the Agent's sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement, any of the other Senior Loan Documents or the Leavitt Acquisition Documents. (q) The ▇▇▇▇ ▇arties shall deliver evidence acceptable to the Agent that adequate insurance in compliance with Section 8.1(c) is in full force and effect and that all premiums then due thereon have been paid. (r) The Agent shall have received copies of all filing receipts and acknowledgments issued by any Official Body to evidence any recordation or filing necessary to perfect the Lien of the Banks on the Collateral or other satisfactory evidence of such recordation and filing, provided that the Loan Parties shall deliver copies of the filing receipts and acknowledgments as soon as possible, and evidence in a form acceptable to the Agent that such Lien constitutes a Prior Security Interest in favor of the Banks.

Closing Date. This Agreement shall not become effective until The obligation of the date on which Buyer hereunder to purchase the Common Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions is satisfied (or are for the Buyer's sole benefit and may be waived by the Buyer at any time in accordance its sole discretion by providing the Company with Section 9.02):prior written notice thereof: (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts The Company shall have executed and delivered to the Buyer (i) each of this Agreement signed on behalf of such parties or the Transaction Documents and (ii) written evidence satisfactory the Common Shares (in such amounts as the Buyer shall request) being purchased by the Buyer at the Closing pursuant to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement. (bii) The Administrative Agent Buyer shall have received a favorable written the opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & '▇▇▇▇▇▇▇▇ LLP▇, special counsel for the BorrowerCompany's General Counsel, dated as of the Closing Date, in substantially the form of Exhibit C attached hereto. (iii) The Company shall have delivered to the Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit CB attached hereto, which instructions shall have been delivered to and (ii) acknowledged in writing by the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsCompany's transfer agent. (civ) The Administrative Agent Company shall have received (i) delivered to the Buyer a certificate evidencing the incorporation and good standing of the BorrowerCompany issued by the Secretary of State of the State of Delaware as of a date within 10 days of the Closing Date. (v) The Company shall have delivered to the Buyer a letter to the Company issued by the New York State Department of Taxation and Finance evidencing the absence of tax liens against the Company as of a date within 10 days of the Closing Date. (vi) The Company shall have delivered to the Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within 10 days of the Closing Date. (vii) The Company shall have delivered to the Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the incumbency and signature resolutions consistent with Section 3(b) as adopted by the Company's Board of the officers of the Borrower executing this Agreement and authorized to execute Notes Directors in a form reasonably satisfactory in form and substance acceptable to the Administrative Agent and Buyer (the "RESOLUTIONS"), (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit D. (viii) The representations and warranties of the Company shall be true and complete copies correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the certificate of incorporation date when made and by-laws of the Borrower, certified as of the Closing Date as complete though made at that time (except for representations and correct copies thereof warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Secretary Transaction Documents to be performed, satisfied or an Assistant Secretary of complied with by the Borrower. (d) Company at or prior to the Closing Date. The Administrative Agent Buyer shall have received a certificate, dated the Closing Date and signed executed by the President, a Vice President or a Financial Chief Executive Officer of the BorrowerCompany, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct dated as of the Closing Date Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer in the form attached hereto as Exhibit E. (iiix) upon the effectiveness of this Agreement, no Default The Company shall have occurred and be continuing. (e) The Borrower shall have paid all fees required delivered to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (fx) Concurrently with The Common Stock (I) shall be designated for quotation or listed on the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement Principal Market and (iiII) all principalshall not have been suspended, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares. (xii) The Company shall have delivered to the Buyer such notice shall be conclusive and bindingother documents relating to the transactions contemplated by this Agreement as the Buyer or its counsel may reasonably request.

Closing Date. This The Agreement and the obligations of the Lenders to make the extensions of credit to be made hereunder on the Closing Date shall not become effective until the date on which each of the following express conditions is satisfied (or waived in accordance with Section 9.02by the Administrative Agent): (a) The Administrative Agent (or its counsel) shall have received received: (A) from the Borrower and the Lenders either (i) counterparts a counterpart of this Agreement signed on behalf of such parties the Borrower or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission (including Adobe pdf transmission file) of a signed signature page of this Agreement) that such parties have each the Borrower has signed a counterpart of this Agreement, together with all Schedules and Exhibits hereto, (B) from the Seattle Borrower, solely to the extent executed and delivered to Houston on or prior to the Closing Date in connection with the transactions contemplated hereby, either (i) an executed counterpart of the Parent Guaranty signed on behalf of the Seattle Borrower or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission (including Adobe pdf file) of a signed signature page of the Parent Guaranty) that the Seattle Borrower has signed a counterpart of the Parent Guaranty and (C) the Escrow Agreement signed on behalf of the parties thereto (which may include telecopy or electronic transmission (including Adobe pdf file) of a signed signature page of the Escrow Agreement). (b) The Administrative Agent shall have received: (i) a copy of each Organizational Document of the Borrower and, to the extent applicable, certified as of a recent date by the appropriate governmental official; (ii) signature and incumbency certificates of the officers of the Borrower as of the Closing Date; (iii) resolutions of the board of directors or similar governing body of the Borrower approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, certified as of the Closing Date by the Borrower as being in full force and effect without modification or amendment; and (iv) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of the Borrower’s jurisdiction of incorporation, organization or formation dated a recent date prior to the Closing Date. (c) The Administrative Agent shall have received a favorable customary written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) Wachtell, Lipton, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel for the Borrower, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that Borrowing Request. (ie) the The representations and warranties of the Borrower set forth in this Agreement are Article III shall be true and correct in all material respects, in each case on and as of the Closing Date (or true and (ii) upon the effectiveness correct in all material respects as of this Agreementa specified date, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Dateif earlier). (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of have received (at least three (3) Business Days prior to the Closing Date) all documentation and other information about the Borrower as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Administrative Agent or the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act. For purposes of determining whether the conditions set forth in this Section 4.01 have been satisfied, by releasing its signature page hereto or to an Assignment and such notice Assumption, the Administrative Agent and each Lender party hereto shall be conclusive and bindingdeemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Administrative Agent or such Lender, as the case may be.

Closing Date. This Agreement shall not become be effective until upon the date on which each satisfaction of the following conditions is satisfied (or waived set forth in accordance with this Section 9.02):4.02: (a) The Administrative Paying Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such , duly executed by each of the parties have each signed a counterpart of this Agreementhereto. (b) The Administrative Paying Agent shall have received a favorable written opinion (addressed to of Robert S. Feit, the Administrative Agent Vice President-Law and Secretary of the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP▇, special counsel for dated the BorrowerClosing Date and addressed to the Lenders, substantially to the effect set forth in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsC hereto. (c) The Administrative Paying Agent shall have received (i) a long form certificate as to the certificate of incorporation, including all amendments thereto, of the Borrower, dated as of a recent date by the Closing Date, Secretary of State of the state of incorporation of the Borrower and a certificate as to the incumbency and signature of the officers good standing of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and as of a recent date, from such Secretary of State; (ii) true and complete copies of the a certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of the Borrower as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Agreement and the Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation of the Borrower has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of the Borrower; and (iii) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above. (d) The Administrative Paying Agent shall have received a certificatecertificate from the Borrower, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) compliance with the representations and warranties of the Borrower conditions precedent set forth in this Agreement are true and correct as of the Closing Date paragraphs (b) and (iic) upon the effectiveness of this Agreement, no Default shall have occurred and be continuingSection 4.01. (e) The Borrower Paying Agent shall have paid all fees required to be paid, received any Fees and all expenses required to be paid other amounts due and for which invoices have been presented, payable on or before prior to the Closing DateDate to the extent invoiced. (f) Concurrently with the effectiveness of this AgreementThe Existing Credit Facility shall have been repaid in full, (i) the Borrower shall (and does hereby) terminate the commitments all fees due under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement Facility shall be have been paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower full and the Lenders of the Closing Date, and such notice commitments thereunder shall be conclusive and bindinghave been terminated.

Closing Date. This Agreement The obligations of the Lenders to make Loans on the Closing Date shall not become effective until the time and date (such time and date occurring on or before the End Date, the “Closing Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) Effective Date shall have received from the Borrower and the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement.occurred; (b) The Administrative Agent shall have received the Borrower Joinder, duly executed by each party thereto and the Guaranty, duly executed by each party thereto; (c) The Equity Contribution shall have been received by the Initial Borrower and the Acquisition shall have been (or, substantially contemporaneously with the borrowing hereunder, shall be) consummated in all material respects pursuant to the Acquisition Agreement without giving effect to any modifications, consents, amendments or waivers thereto agreed to by the Initial Borrower that in each case are materially adverse to the interests of the Lenders or the Bookrunners, unless each of the Bookrunners shall have provided its written consent thereto, such consent not to be unreasonably withheld, delayed or conditioned (it being understood that any change in the purchase consideration of less than 10% in respect of the Acquisition will be deemed not to be materially adverse to the Lenders and the Bookrunners); (d) Since January 29, 2018, no event or events or development or developments shall have occurred that have had or would reasonably be expected to have, individually or in the aggregate, a DPSG Material Adverse Effect (as defined in the Acquisition Agreement as in effect on January 29, 2018). (e) The Administrative Agent shall have received, for the Surviving Borrower and each Guarantor, a certificate of good standing (or the equivalent) from the appropriate governing agency of such Loan Party’s jurisdiction of organization (to the extent the concept of good standing is applicable in such jurisdiction); (f) The Administrative Agent shall have received a certificate, dated the Closing Date, of the Secretary or an Assistant Secretary of the Surviving Borrower and each Guarantor (or, if such Loan Party does not have a secretary or assistant secretary, any other Person duly authorized to execute such a certificate on behalf of such Loan Party) certifying as to (i) specimen signatures of the persons authorized to execute Loan Documents to which such Loan Party is a party, (ii) copies of such Loan Party’s constituent organizational documents, and (iii) the resolutions of the board of directors or other appropriate governing body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is a party; (g) The Administrative Agent shall have received at least three Business Days prior to the Closing Date all documentation and other information regarding the Surviving Borrower and Guarantors required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act to the extent reasonably requested at least ten Business Days prior to the Closing Date; (h) The Administrative Agent shall have received a customary favorable written legal opinion dated the Closing Date (addressed to the Administrative Agent and the Lenders and dated the Closing DateLenders) of (i) Skadden, Arps, Slate, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinions.; (c) The Administrative Agent shall have received (i) a certificate At the time of and upon giving effect to the Borrowing of the Borrower, dated Loans on the Closing Date, as the Acquisition Representations and the Specified Representations shall be true and correct, in all material respects (except to the incumbency extent already qualified by materiality or material adverse effect); (j) At the time of and signature upon giving effect to the Borrowing of the officers Loans on the Closing Date, there shall not exist any Default or Event of the Borrower executing this Agreement and authorized Default, in each case, pursuant to execute Notes reasonably satisfactory in form and substance clause (b) of Article VII (solely with respect to the Administrative Agent and nonpayment of any fees), clause (iid) true and complete copies of Article VII (to the certificate extent arising from a breach of incorporation and by-laws of Sections 5.03(a)(solely with respect to the Borrower), certified as 5.08, and 6.02 (solely with respect to the Surviving Borrower)), or clauses (h) or (i) of Article VII (in each case, solely with respect to the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Surviving Borrower.); (dk) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Responsible Officer of the Borrower, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct compliance as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreementconditions contained in paragraphs (c), (i) and (j) of this Section 4.02; (l) The Administrative Agent shall have received a solvency certificate from the chief financial officer of the Surviving Borrower substantially in the form of Exhibit E hereto; (m) The Administrative Agent shall have received all costs, fees, expenses (including, without limitation, legal fees and does herebyexpenses) terminate to the commitments under extent invoiced at least two Business Days prior to the Existing Credit Agreement Closing Date and the fees contemplated by the Fee Letters payable to the Bookrunners, the Administrative Agent or the Lenders shall have been paid on or prior to the Closing Date, in each case, to the extent required by the Fee Letters or the Loan Documents to be paid on or prior to the Closing Date; (n) The Administrative Agent shall have received (unless otherwise agreed by the Bookrunners) (i) audited financial statements of the Initial Borrower for its three most recent fiscal years ended at least 60 days prior to the Closing Date; (ii) all principalunaudited financial statements of the Initial Borrower for any quarterly (other than the fourth fiscal quarter) interim period or periods ended after the date of their respective most recently audited financial statements (and corresponding periods of any prior year), interest and fees more than 40 calendar days prior to the Closing Date; (iii) audited financial statements of Keurig Green Mountain, Inc. for its three most recent fiscal years ended at least 90 days prior to the Closing Date; (iv) unaudited financial statements of Keurig Green Mountain, Inc. for any quarterly (other than the fourth fiscal quarter) interim period or periods ended after the date of their respective most recently audited financial statements (and corresponding periods of any prior year), and more than 45 calendar days prior to the Closing Date; (v) customary pro forma financial statements, in each case meeting the requirements of Regulations S-X under the Existing Credit Agreement shall be paid Securities Act but in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (each case only to the extent the Initial Borrower will be required to file such Lenders are parties financial statements pursuant to Item 9.01(a) of Form 8-K and Rule 3-05 and Article 11, as applicable, of Regulation S-X regardless of when such financial statements would be required to be filed. The Administrative Agent hereby acknowledges that the Initial Borrower’s public filing with the Securities and Exchange Commission of any required audited financial statements on Form 10-K or required unaudited financial statements on Form 10-Q, in each case, will satisfy the requirements under clauses (i) or (ii) as applicable, of this paragraph. The Administrative Agent hereby acknowledges that the Administrative Agent has received (i) audited financial statements of the Initial Borrower for its fiscal years ended 2015 and 2016; (ii) unaudited financial statements of the Initial Borrower for the interim period ended September 30, 2017; (iii) audited financial statements of Keurig Green Mountain, Inc. for its fiscal years ended 2015, 2016 and 2017 and (iv) unaudited financial statements of Keurig Green Mountain, Inc. for the interim period ending March 31, 2017 and June 30, 2017; and (o) The Administrative Agent shall have received a duly executed Borrowing Request in compliance with Section 2.03 hereof or, in each case, such other notice or request reasonably satisfactory to the Existing Credit Agreement)Administrative Agent. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.,

Closing Date. This Agreement The obligations of the Lenders to make Loans and of the Issuers to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.0210.1): (a) The Administrative Agent (or its counsel) shall have received from received: (A) This Agreement and any other Loan Documents that the Restricted Persons are to execute in connection herewith. (B) For each Lender requesting a Note, a Note payable to the order of such Lender. (C) Each Security Document listed on Schedule 2(b). (D) Certain certificates of Borrower including: (1) An “Omnibus Certificate” of the Borrower, which shall contain the names and signatures of the officers of Borrower authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following, which shall be exhibits attached thereto or (other than with respect to the resolutions) were attached to a certificate previously delivered to the Administrative Agent: (1) a copy of resolutions duly adopted by the Board of Directors of Borrower and in full force and effect at the Lenders either (i) counterparts time this Agreement is entered into, authorizing the execution of this Agreement signed on behalf and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower’s state of organization, and (3) a copy of any bylaws of Borrower; and (2) A “Compliance Certificate” delivered by the Borrower, of even date with such parties or (ii) written evidence satisfactory Loan, in which the officers signatory thereto certify to the Administrative Agent satisfaction of the conditions set out in Section 4.1 and subsections (which may include telecopy or electronic pdf transmission a), (b), (c) and (d) of a signed signature page of this Agreement) that such parties have each signed a counterpart of this AgreementSection 4.2. (b3) The Administrative Agent shall have received a favorable written opinion A Perfection Certificate (addressed to as such term is defined in the Administrative Agent and the Lenders and Guarantor Security Agreement) dated as of the Closing Date. (E) A certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security Documents. (iF) Documents similar to those specified in subsections (D)(1) and (E) of this section with respect to each other Restricted Person that is a party to the Loan Documents and the execution by it of such Loan Document. (G) A favorable opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPL.L.P., special New York and Texas counsel for the BorrowerRestricted Persons, substantially in the form of Exhibit Cand substance satisfactory to Administrative Agent, as to customary matters, including without limitation, due incorporation, due authorization, execution and delivery, enforceability, compliance with applicable laws, non-contravention, perfection, and investment company act matters. (H) The Initial Engineering Report(s) and the Initial Financial Statements, each satisfactory to Arrangers, in their sole discretion. (I) Certificates or binders evidencing insurance for each of the Restricted Persons in effect on the Closing Date in form and substance satisfactory to the Administrative Agent. (J) Favorable title opinions and environmental reports, in scope and results acceptable to Administrative Agent. (K) Solvency certificates by each of the Restricted Persons in form and substance acceptable to the Administrative Agent. (L) All documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act. (M) A certificate delivered by or on behalf of each Restricted Person dated as of the Closing Date either (i) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Restricted Person and the validity against such Restricted Person of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (ii) stating that no such consents, licenses or approvals are so required (except as have already been obtained by the General Counsel appropriate Restricted Person). (N) Certified copies of UCC Requests for Information or an Assistant General Counsel Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements that name any Restricted Person (under its present name and any previous names) as the debtor, together with copies of such financing statements, evidence a Lien on any collateral described in any Loan Document. (O) A completed Disclosure Schedule and a completed Insurance Schedule, in each case in form and substance satisfactory to the BorrowerAdministrative Agent. (b) Administrative Agent shall have completed its due diligence with respect to the Restricted Persons and their properties and shall have received such reports and data as it shall have deemed necessary in connection therewith, substantially and such due diligence, reports and data shall be satisfactory to Administrative Agent, in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsits sole discretion. (c) The Administrative Agent and Arrangers shall have received (i) a certificate payment of the Borrowerall commitment, dated the Closing Datefacility, as agency and other fees required to the incumbency and signature of the officers of be paid to any Lender Party pursuant to any Loan Documents or any commitment or fee letters between or among the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to any of the Administrative Agent or Arrangers heretofore entered into and (ii) true all fees and complete copies disbursements of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrowertheir counsel then due such counsel. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default No Material Adverse Change shall have occurred to, and be continuingno event or circumstance shall have occurred that could cause a Material Adverse Change to, Borrower’s Consolidated financial condition or businesses since December 31, 2012. (e) The Borrower There shall have paid all fees required be no litigation pending or, to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness knowledge of this Agreement, (i) the Borrower shall (and does hereby) terminate or any of its Subsidiaries, threatened litigation, action, proceeding, investigation or labor controversy which purports to affect the commitments under the Existing Credit Agreement and (ii) all principallegality, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination validity or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders enforceability of the Closing Date, and such notice shall be conclusive and bindingany Loan Document.

Closing Date. This Agreement The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02SECTION 8.7): (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders each party hereto either (i) counterparts a counterpart of this Agreement signed on behalf of such parties party or (ii) written evidence satisfactory to the Administrative Agent (which may include email or telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such outside counsel to deliver such opinionsthe Company. (c) The Administrative Agent shall have received (i) a certified copy of the organizational document of the Company, (ii) the resolutions or similar authorizing documentation of the governing body of the Company authorizing the Company’s entry into and performance of its obligations under the Loan Documents, (iii) a certificate of an authorized officer of the Borrower, dated Company certifying the Closing Date, as to the incumbency names and signature true signatures of the officers of the Borrower executing this Agreement and Company authorized to execute Notes sign the Loan Documents and the other documents to be delivered hereunder and (iv) a certificate as to the good standing of the Company dated a date reasonably satisfactory close to the Closing Date from the State of Delaware, all in form and substance reasonably satisfactory to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrowerits counsel. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Corporate Secretary, a Vice President or a Financial Officer of the BorrowerCompany, confirming that (i) compliance with the representations and warranties of the Borrower conditions set forth in this Agreement are true and correct as of the Closing Date paragraphs (a) and (iib) upon the effectiveness of this Agreement, no Default shall have occurred and be continuingSECTION 4.2. (e) The Borrower Administrative Agent shall have paid received all fees required and other amounts earned, due and payable on or prior to be paidthe Closing Date, and including, to the extent invoiced not less than three Business Days before the Closing Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid and for which invoices have been presented, on or before by the Closing DateCompany hereunder. (f) Concurrently with The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including, without limitation, the effectiveness of this Agreement, (i) Patriot Act at least three Business Days prior to the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders Closing Date (to the extent such Lenders are parties requested in writing by the Arrangers at least ten Business Days prior to the Existing Credit AgreementClosing Date). (g) The Administrative Agent shall have received a solvency certificate from the Chief Financial Officer of the Company in substantially the form of Exhibit G certifying that the Company and its Subsidiaries are Solvent. The Administrative Agent shall notify the Borrower Company and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Closing Date. This Agreement shall not become effective until The obligation of each Buyer hereunder to purchase the date on which Shares and the Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions is satisfied (or are for each Buyer's sole benefit and may be waived by such Buyer at any time in accordance its sole discretion by providing the Company with Section 9.02):prior written notice thereof: (ai) The Administrative Company and, to the extent it is a party thereto, each of its Subsidiaries, shall have executed and delivered to such Buyer (1) each of the Transaction Documents, (2) one or more certificates representing the Shares (in such number and denominations as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, and (3) the Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement,. (ii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (or its counseliii) Each Buyer shall have received from the Borrower and the Lenders either (i) counterparts opinions of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received (i) a certificate of the BorrowerCompany's outside counsel, dated as of the Closing Date, as substantially covering the matters set forth in Exhibit D-1 attached hereto. (iv) This section is intentionally omitted. (v) The Company shall have delivered to such Buyer a certificate evidencing the incumbency formation and signature good standing of the officers Company and of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory Minrad Inc. in form and substance to the Administrative Agent and (ii) true and complete copies their respective jurisdictions of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof formation issued by the Secretary of State (or an Assistant Secretary comparable office) of the Borrower. (d) The Administrative Agent shall have received a certificatesuch jurisdiction, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness a date within 20 days of this Agreement, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (fvi) Concurrently with The Company shall have delivered to such Buyer a certificate evidencing the effectiveness of this Agreement, (i) the Borrower shall (Company's and does hereby) terminate the commitments under the Existing Credit Agreement Minrad Inc.'s qualification as a foreign corporation and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived good standing issued by the Lenders Secretary of State (to or comparable office) of each jurisdiction in which the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower Company and the Lenders Minrad Inc. conducts business, as of a date within 30 days of the Closing Date, and . (vii) The Company shall have delivered to such notice shall be conclusive and bindingBuyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within 15 days of the Closing Date.

Closing Date. This Agreement The obligations of the Lenders to make the initial Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received (including by telecopy or email transmission) from each Loan Party party to the Borrower and the Lenders either (i) counterparts relevant Loan Document, a counterpart of this Agreement such Loan Document signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this AgreementLoan Party. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders as of the Closing Date and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in Borrower and certain of the form of Exhibit C, Loan Parties and (ii) local counsel in each jurisdiction in which a Loan Party is organized and the General Counsel or an Assistant General Counsel laws of which are not covered by the Borroweropinion referred to in (i) above, substantially in each case in form and substance reasonably satisfactory to the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsAdministrative Agent. (c) The Administrative Agent shall have received (i) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, this Agreement or the Transactions, including a certificate of each Loan Party substantially in the Borrowerform of Exhibit E, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory all in form and substance reasonably satisfactory to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrowerits counsel. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the PresidentChief Executive Officer, a Vice President or President, a Financial Officer of the Borrower or any other executive officer of the Borrower who has specific knowledge of the Borrower’s financial matters and is satisfactory to the Administrative Agent, confirming that (ia) the representations and warranties of the Borrower each Loan Party set forth in this Agreement the Loan Documents are true and correct as of the Closing Date and (iib) upon as of the effectiveness of this AgreementClosing Date, no Default shall have has occurred and be is continuing. (e) The Borrower There shall have paid been delivered to the Administrative Agent an executed Perfection Certificate. (f) The Administrative Agent shall have received a solvency certificate in the form of Exhibit I, dated the Closing Date and signed by the Financial Officer (or any other executive officer of the Borrower who has specific knowledge of the Borrower’s financial matters who is expected to be a Financial Officer after the Closing Date) of the Borrower. (g) The Administrative Agent, the Lead Arrangers and the Lenders shall have received all reasonable accrued fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees of legal counsel to the Administrative Agent, the Lead Arrangers and the Lenders) required to be paidreimbursed or paid by the Borrower hereunder. (h) Since December 31, 2015, there shall have been no event that has had or would reasonably be expected to have a Material Adverse Effect. (i) The Administrative Agent shall have received the results of a recent Lien search with respect to each Loan Party, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent. (j) Other than as set forth in Section 5.12,, the Administrative Agent shall have received the certificates representing the certificated Equity Interests pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and all expenses required Indebtedness owing to be paid and for which invoices any Loan Party, other than Excluded Property, shall have been presentedpledged or assigned for security purposes pursuant to the Security Documents and the Administrative Agent shall have received instruments evidencing such Indebtedness, on endorsed in blank. (k) Each Uniform Commercial Code financing statement or before other filing required by the Security Agreement shall be in proper form for filing. (l) Each Loan Party shall have provided the documentation and other information requested by the Lenders that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including without limitation, the Act, in each case as requested at least five (5) Business Days prior to the Closing Date. (fm) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify have received an executed promissory note payable to the order of each Lender that requested such promissory note at least one Business Day prior to the Closing Date (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. (n) The Borrower and the Lenders shall have paid as of the Closing DateDate immediately after giving effect thereto to the Administrative Agent for the account of each of the Lenders, and such notice shall be conclusive and bindingan upfront fee as separately agreed.

Closing Date. This On the Closing Date, each Seller will pay the closing costs that such Seller is obligated to pay pursuant to this Agreement shall not become effective until and deliver to Purchaser the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):following: (a) The Administrative Agent Articles of Incorporation, Certificates of Good Standing and Certificates of Authority to Transact Business issued within the 30 days prior to the Closing Date by the Secretary of State (or its counselother authorized official) shall have received from in the Borrower and state in which the Lenders either (i) counterparts of this Agreement signed on behalf Facility owned by such Seller is located and, if different, in the state of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement.Seller's incorporation; (b) The Administrative Agent shall have received a favorable written opinion (addressed Certificate Of Formation, Operating Agreement, Certificate of Good Standing and Certificate of Authority to Transact Business issued within the 30 days prior to the Administrative Agent Closing Date for Lyric by the Secretary of State (or other authorized official) in the state of Lyric's formation and, if required by applicable law, in the respective states in which the Facilities are located and the Lenders Articles of Incorporation, Certificates of Good Standing and dated Certificates of Authority to Transact Business issued within thirty (30) days prior to the Closing DateDate for Lyric Holdings by the Secretary of State (or other authorized official) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form State of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinions.Lyric Holdings incorporation; (c) The Administrative Agent shall have received (i) a certificate Resolutions of such Seller's Board of Directors, certified by the Borrower, dated Secretary of such Seller and authorizing and approving the Closing Date, as to the incumbency and signature of the officers of the Borrower executing transactions contemplated by this Agreement and authorized resolutions of Lyric authorizing and approving the execution, delivery and performance by Lyric of its obligations under the Agreement, the Guaranty, the Master Franchise Agreement and the Master Management Agreement and resolutions of Lyric Holdings authorizing and approving the execution, delivery and performance by Lyric Holdings of its obligations under the Agreement and the Master Lease; (d) An opinion or opinions of counsel to execute Notes reasonably satisfactory in form such Seller, Lyric, Lyric Holdings and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified IHS dated as of the Closing Date as complete and correct copies thereof by in the Secretary or an Assistant Secretary of the Borrower. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing.form acceptable to Purchaser; (e) The Borrower shall have paid A general warranty deed (or such other form of deed applicable in the State where the Facility is located as approved by Purchaser) in recordable form, executed by such Seller and conveying to Purchaser fee simple title to the Real Property owned by such Seller, free and clear of all fees required to be paid, liens and all expenses required to be paid and for which invoices have been presented, on or before encumbrances other than the Closing Date.Permitted Encumbrances: (f) Concurrently A ▇▇▇▇ of Sale, in the form of attached SCHEDULE 11.01(F), executed by such Seller and conveying to Purchaser all of the Personal Property for each of the Facilities owned by such Seller; (g) The Master Lease executed by Lyric Holdings and a Facility Sublease (as defined in the Master Lease) executed by such Seller and a Security Agreement executed by such Seller with respect to each of the Facility currently owned by such Seller, together with the effectiveness of this Agreementsecurity deposit required by such Master Lease; (h) A Guaranty, executed by Lyric; (i) The Indemnity Agreement, executed by IHS; (j) The Master Management Agreement, executed by Lyric and Manager; (k) The Facility Management Agreement, executed by such Seller and Manager; (l) A Consent and Subordination Agreement, executed by Manager, Franchisor, Lyric Holdings, the Borrower shall Subsidiaries of Lyric Holdings to which the Facilities are to be subleased and Purchaser; (m) The Master Franchise Agreement, executed by Lyric and does herebyFranchisor; (n) terminate the commitments under the Existing Credit Agreement A Facility Franchise Agreement, executed by such Seller and Franchisor; (iio) all principal, interest and fees under the Existing Credit Agreement shall Such other documents or instruments as reasonably may be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (necessary to convey to Purchaser title to the extent Facility owned by such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower Seller and the Lenders of other related Sellers' Assets in accordance with the Closing Date, and such notice shall be conclusive and bindingterms hereof.

Closing Date. This Agreement shall not become effective until The obligation of each Lender to make a Loan on the date on which each of Closing Date is subject to the following conditions is satisfied satisfaction (or waived waiver in accordance with Section 9.02):) of the following conditions: (a) The Administrative Agent (or its counsel) shall have received from representations and warranties referred to in the definition of “Specified Representations” in so far as they relate to the Borrower and at the Lenders either (i) counterparts of this Agreement signed on behalf time of such parties Borrowing shall be true and correct in all material respects (or, in the case of any representation or (iiwarranty qualified by materiality or Material Adverse Effect, in all respects) written evidence satisfactory on and as of such date, except to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) extent that such parties have each signed a counterpart representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, in the case of this Agreementany representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing, no Event of Default under clause (a), (b), (h), (i) or (j) of Article VII shall have occurred and be continuing. (c) The Administrative Agent shall have received received: (i) a Borrowing Request in accordance with the requirements hereof requesting the Borrowing on the Closing Date; (ii) a certificate, substantially in the form of Exhibit E, certifying to the solvency of the Borrower and its Subsidiaries (on a consolidated basis) as of the Closing Date, immediately after giving effect to the consummation of the Transactions occurring on the Closing Date and the making of the Loans on the Closing Date and the use of the proceeds thereof; (iii) documents of the same type delivered on the Effective Date that are described in the list of documents identified in Section B of Exhibit D; and (iv) a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, special New York counsel for the Borrower, substantially in form and substance reasonably satisfactory to the form of Exhibit C, Administrative Agent and (ii) the General Counsel or an Assistant General Counsel of covering such customary matters relating to the Borrower, substantially in the form of Exhibit D. Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinionsopinion. (cd) The Effective Date shall have occurred. (e) The Administrative Agent shall have received (i) a certificate of the Borrower, dated all fees and other amounts due and payable on or prior to the Closing Date, as including, to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance extent invoiced at least two (2) Business Days prior to the Administrative Agent Closing Date, reimbursement or payment of all reasonable and (ii) true and complete copies of the certificate of incorporation and bydocumented out-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paid, and all of-pocket expenses required to be reimbursed or paid and for which invoices have been presented, on or before by the Closing DateBorrower hereunder. (f) Concurrently with The Closing Date shall occur prior to the effectiveness of this Agreement, (i) Commitment Termination Time. The Borrowing Request submitted by the Borrower shall (be deemed to be a representation and does herebywarranty that the conditions specified in Sections 4.02(a) terminate the commitments under the Existing Credit Agreement and (iib) all principal, interest have been satisfied on and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders as of the Closing Date, and such notice shall be conclusive and bindingdate of the Borrowing.

Closing Date. On or before the Closing Date, the Lenders shall have received the following documents, together with such other executed originals or copies as each Lender may request and the following conditions precedent shall have been satisfied: (a) This Agreement, the Pledge Agreement shall not become effective until (including the date stock certificate representing all of the issued and outstanding shares of CFSB's common stock, with accompanying stock power(s), executed in blank) and each of the other Loan Documents as the Lenders may request duly executed by the parties thereto and delivered to the Lenders; (i) Copies of all documents evidencing corporate action taken by the Borrower relative to this Agreement and the other Loan Documents in form and substance satisfactory to the Lenders and their respective counsel, certified by the Secretary of Borrower, (ii) copies of the by-laws, with all amendments thereto of the Borrower, certified by the Secretary of the Borrower, (iii) a certificate or certificates, dated a recent date, of the Secretary of State or other similar official as to true and correct copies of the charter of the Borrower, together with all amendments thereto, and the corporate existence of the Borrower under the Laws of the jurisdiction of its incorporation and in each state where it is qualified, or is required by law to be so qualified to do business, and (iv) a certificate, dated a recent date, of the OTS as to a true and correct copy of the charter of CFSB, together with all amendments thereto; (c) A certificate, signed by a Secretary or an Assistant Secretary of the Borrower, certifying as to the name of the officer or officers of the Borrower authorized to sign this Agreement and the other Loan Documents and as to the specimens of the true signatures of such officer or officers, on which each the Lenders may conclusively rely until a revised certificate is similarly so delivered; (d) A duly executed letter of intent to waive of the Parent, in form and substance satisfactory to the Lenders dated as of the Closing Date, pursuant to which the Parent shall agree to, periodically as needed or as requested by the Lenders, apply to the OTS to waive its right to receive substantially all of the Dividends that the Borrower may be permitted to make hereunder; (e) A certificate, signed by an officer of the Borrower as to the fulfillment of the following conditions is satisfied (or waived in accordance with Section 9.02):precedent: (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts The Borrower's representations and warranties in Article III hereof shall be true and accurate with the same effect as though such representations and warranties had been made on and as of this Agreement signed on behalf of such parties or the Closing Date (except representations and warranties which relate solely to an earlier date); (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission No Event of a signed signature page Default and no Potential Event of this Agreement) that such parties Default shall have each signed a counterpart of this Agreement.occurred and be continuing; (biii) The Administrative Agent Borrower shall have received a be in compliance with each of the covenants set forth in Article V hereof; (f) A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) Silver, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special L.L.P., as counsel for the Borrower, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the Closing Date, in form, scope and substance satisfactory to counsel for the Lenders as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) the representations enforceability of the Loan Documents, (ii) the due organization and warranties existence of the Borrower set forth in this Agreement are and CFSB, (iii) the authorization of the Borrower to execute and deliver the Loan Documents and to perform its obligations thereunder, (iv) the perfection of the Liens granted by the Pledge Agreement, and the enforceability thereof, (v) the authority of the Borrower to execute and deliver the Repurchase Transaction Documents and to consummate the Repurchase Transaction, (vi) the enforceability of the Repurchase Transaction Documents and (vii) as to such other matters incident to the transactions herein contemplated as the Lenders and their counsel may reasonably request, which opinion shall not contain any exception not acceptable to the Lenders and their counsel; (g) A true and correct as accurate copy of the Closing Date and Borrower's most recently received Uniform Thrift Performance Report; (iih) upon the effectiveness of this Agreement, no Default Nothing shall have occurred (and be continuing.the Lenders shall not have become aware of any facts or conditions not previously known) that the Lenders shall determine has, or is reasonably likely to have, a material adverse effect on the business, operations, properties or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole; (ei) The Borrower shall have paid to the Lenders all Fees and expenses (including, without limitation, reasonable fees required to be paid, and all expenses required of counsel) agreed upon by such parties to be paid and for which invoices have been presented, on or before prior to the Closing Date.; and (fj) Concurrently All legal details and proceedings in connection with the effectiveness of transactions contemplated by this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under documents delivered to the Existing Credit Agreement Lenders pursuant to this Section 4.01 shall be paid in full. Any advance notice required form and substance satisfactory to the Lenders and the Lenders shall have received all such counterpart originals or certified copies of such documents and proceedings in connection with such termination or prepayment is hereby waived by transactions, in form and substance satisfactory to the Lenders, as the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and bindingreasonably request.

Closing Date. This Agreement The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of (i) the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders each party hereto either (iA) counterparts a counterpart of this Agreement signed on behalf of such parties party or (iiB) written evidence satisfactory to the Administrative Agent (which may include telecopy a facsimile or electronic pdf transmission of a signed signature page of this Agreementtransmission) that such parties have each party has signed a counterpart of this AgreementAgreement and (ii) the satisfaction of the following conditions precedent and the delivery by the Borrower to the Agent of the items specified below: 4.1.1 Copies of the articles or certificate of incorporation of the Borrower, together with all amendments thereto, certified by the secretary or an assistant secretary of the Borrower, and a certificate of good standing with respect to the Borrower from the appropriate governmental officer in its jurisdiction of incorporation. 4.1.2 Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents. 4.1.3 An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. 4.1.4 A certificate, signed by the Chairman, Chief Executive Officer, President, Executive Vice President, Chief Financial Officer, any Senior Vice President, any Vice President or the Treasurer of the Borrower, stating that on the Closing Date (a) no Default or Unmatured Default has occurred and is continuing, and (b) all of the representations and warranties in Article V shall be true and correct in all material respects as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. 4.1.5 Written opinion of the Borrower’s counsel, in form and substance satisfactory to the Agent and addressed to the Lenders, in substantially the form of Exhibit A. 4.1.6 [omitted]. 4.1.7 Any Notes requested by Lenders pursuant to Section 2.16 payable to the order of each such requesting Lender. 4.1.8 Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. 4.1.9 All documentation and other information that any Lender shall reasonably have requested in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. 4.1.10 Such other documents as any Lender or its counsel may have reasonably requested. 4.1.11 The Lenders shall not be required to make any Loan on the Closing Date unless: (a) There exists no Default or Unmatured Default. (b) The Administrative Agent representations and warranties contained in Article V are true and correct in all material respects as of the Closing Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have received a favorable written opinion (addressed to the Administrative Agent been true and the Lenders correct on and dated the Closing Date) as of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsearlier date. (c) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the Closing Date, as All legal matters incident to the incumbency and signature making of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably such Loan shall be satisfactory in form and substance to the Administrative Agent Lenders and (ii) true and complete copies of their counsel. The Borrowing Notice with respect to the certificate of incorporation and by-laws of the Borrower, certified as of Loans on the Closing Date as complete shall constitute a representation and correct copies thereof warranty by the Secretary or an Assistant Secretary Borrower that the conditions contained in Section 4.1.11 have been satisfied. Any Lender may require a duly completed compliance certificate in substantially the form of Exhibit B as a condition to making a Loan. Notwithstanding the foregoing, the obligations of the Borrower. (d) The Administrative Agent Lenders to make Loans shall have received a certificatenot become effective, dated and the Closing Date and signed by the Presidentshall not occur, a Vice President or a Financial Officer unless each of the Borrowerforegoing conditions is satisfied (or waived pursuant to Section 8.2) at or prior to 3:00 p.m., confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paid, and all expenses required to be paid and for which invoices have been presentedNew York City time, on or before the Closing DateJuly 3, 2008. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Closing Date. This Agreement shall not become effective until The agreement of each Lender to make Credit Extensions on the date Closing Date is subject solely to the satisfaction or waiver by the GS Initial Investors prior to or concurrently with the making of the Credit Extensions on which each the Closing Date, of the following conditions is satisfied (or waived in accordance with Section 9.02):precedent: (a) The Administrative Agent (or its counsel) and the GS Initial Investors shall have received from this Agreement, the Borrower Intercreditor Agreement, the Security Agreements listed on Schedule 1.01B and the Lenders either (i) counterparts Guaranty, in each case, dated as of this Agreement signed on behalf the Closing Date, duly executed and delivered by a Responsible Officer of such parties or (ii) written evidence satisfactory to each of the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this AgreementLoan Parties party thereto. (b) The Administrative Agent and the GS Initial Investors shall have received a favorable written opinion Committed Loan Notice in accordance with Section 2.02 (addressed at least three (3) Business Days prior to the Closing Date or such shorter period as the GS Initial Investors may agree) and a Letter of Credit Application, if applicable; provided that the Lead Borrower shall use commercially reasonable efforts to provide a notice of the anticipated occurrence of the Credit Extension of the Initial Term B Loans at least fifteen (15) Business Days (or such shorter period as the GS Initial Investors holding the Initial Term B Commitments at such time agree) prior to the date of such Credit Extension. (c) The Borrowers shall have confirmed pursuant to clause (n) below to the Administrative Agent and the Lenders and dated GS Initial Investors that the following transactions have been consummated or will be consummated substantially concurrently with the initial Credit Extensions: i. The Closing Date Acquisition (which shall have been consummated (or will be consummated substantially concurrently with the initial Credit Extensions on the Closing Date) in all material respects in accordance with the terms of the Acquisition Agreement, without giving effect to any modifications, amendments, consents or waivers thereto, other than those modifications, amendments, waivers or consents by the Lead Borrower that are not materially adverse to the interest of the Lenders in their capacities as such, unless consented to by the GS Initial Investors in writing (in each case, such consent not to be unreasonably withheld, delayed or conditioned) provided that (a) any reduction or reductions in the total purchase price under the Acquisition Agreement of less than 15% in the aggregate will be deemed not to be materially adverse to the Lenders, (b) any reduction or reductions in the total purchase price under the Acquisition Agreement of equal to or greater than 15% in the aggregate will be deemed not to be materially adverse to the Lenders so long as any such reduction in excess thereof is allocated (i) 50%, to reduce the amount of the Equity Contribution to the extent it exceeds the required amount set forth in the definition thereof and (ii) unless the GS Initial Investors otherwise consent, 50% to reduce the amount of (x) the Initial Term B Loans and (y) the Second Lien Term Loans, on a ratable basis and (c) any amendment, modification or waiver to the definition of “Material Adverse Effect” in the Acquisition Agreement shall be deemed materially adverse to the interests of the Lenders); ii. the Equity Contribution; and iii. the Closing Date Acquisition Guarantee and Lien Release. (d) The Administrative Agent and GS Initial Investors shall have received, (i) the Unaudited Financial Statements, (ii) the Audited Financial Statements and (iii) a pro forma consolidated balance sheet and related pro forma consolidated income statement of Holdings and its Subsidiaries (based on the Audited Financial Statements and the Unaudited Financial Statements) as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements have been delivered to satisfy the condition set forth in the preceding clause 4.01(d)(i) or (ii), in each case, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statement), it being understood that any purchase accounting adjustments may be preliminary in nature and be based only on estimate determined by Holdings (the financial statements described in this clause 4.01(d)(iii), the “Pro Forma Financial Statements”); provided, that no financial statements or Pro Forma Financial Statements required to be delivered pursuant to this Section 4.01(d) will be required to (x) be prepared in compliance with Regulation S-X of the Securities Act or (y) include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). (e) The Borrowers shall have paid all closing payments and other amounts (a) required to be paid pursuant to the Fee and Closing Payment Letter and (b) reasonable and documented out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter, to the extent invoiced in reasonable detail at least two (2) Business Days prior to the Closing Date. (f) The Administrative Agent and the GS Initial Investors shall have received a solvency certificate from the chief financial officer of Holdings substantially in the form attached hereto as Exhibit L, or, at the Lead Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing, with respect to solvency on the Closing Date on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby. (g) The Administrative Agent and the GS Initial Investors shall have received a certificate of a Responsible Officer of the applicable Loan Parties dated the Closing Date and certifying: i. that attached thereto is (x) a true and complete copy of the charter or other similar organizational document of such Loan Party, and each amendment thereto, certified (as of a date reasonably near the Closing Date) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party is organized and (y) a true and complete copy of the bylaws, operating agreement, partnership agreement or other similar organizational document of such Loan Party, and each amendment thereto; ii. that attached thereto is a true and complete copy of resolutions of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is a party or any other document delivered in connection herewith on the Closing Date and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect; and iii. as to the incumbency and specimen signature of each Responsible Officer executing the Loan Documents specified in Section 4.01(a) (together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Section 4.01(g)). (h) The Administrative Agent and the GS Initial Investors shall have received reasonably satisfactory customary legal opinions of (i) DLA Piper LLP (US), New York, California, Delaware and Florida counsel to the Loan Parties and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special Bahamian counsel for to the Loan Parties. (i) The Collateral Agent shall have received the certificates representing the Equity Interests (if such Equity Interests are certificated) of each Borrower, substantially together with an undated stock power for such certificate executed in blank by a duly authorized officer of the pledgor thereof. (j) The Administrative Agent and the GS Initial Investors shall have received a good standing certificate (to the extent such concept is known in the form relevant jurisdiction) from the applicable Governmental Authority of Exhibit Cthe Borrowers’ and the Guarantors’ respective jurisdiction of organization dated a recent date prior to the Closing Date, which such good standing certificate shall be attached to the certificate delivered pursuant to Section 4.01(g). (k) Since the date of Acquisition Agreement, there shall have been no Material Adverse Effect (as defined in the Acquisition Agreement). (l) All documentation and other information required by regulatory authorities under (i) applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and (ii) the General Counsel or an Assistant General Counsel of Beneficial Owner Regulation shall have been provided not later than the Borrower, substantially date that is three (3) Business Days prior to the Closing Date in the form case of Exhibit D. The Borrower hereby requests such counsel clause (i) and five (5) Business Days prior to deliver such opinionsthe Closing Date in the case of clause (ii), in each case, as has been reasonably requested in writing by the Administrative Agent and the GS Initial Investors at least ten (10) Business Days prior to the Closing Date. (cm) The Administrative Agent and the GS Initial Investors shall have received: i. certificates, if any, representing the Equity Interests, to the extent received by Holdings after the SPAC’s use of commercially reasonable efforts to receive such certificates without undue burden or expense, of each wholly owned U.S. Subsidiary to the extent required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers executed in blank (i) a certificate of the Borrower, dated the Closing Dateor stock transfer forms, as applicable) and instruments evidencing any pledged debt set out in the Security Agreements (accompanied by allonges or other instrument of transfer, as applicable), ii. copies of proper financing statements (or the equivalent thereof), filed or duly prepared for filing under the Uniform Commercial Code (or the equivalent thereof) in all United States jurisdictions or Covered Jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of Holdings, each Borrower and each Subsidiary Guarantor created under the Security Agreements listed on Schedule 1.01B, covering the Collateral described in such Security Agreements, and iii. evidence that all other actions, recordings and filings of or with respect to the incumbency Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and signature protect the Liens created thereby (subject to the exceptions set forth in the definition of “Collateral and Guarantee Requirement”) or in the officers case of an exempted company, as may be required by Law to record the Borrower executing this Agreement and authorized to execute Notes granting of such Liens, shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory in form and substance to the Administrative Agent (including receipt of duly executed payoff letters, customary lien searches, and (ii) true and complete copies of the certificate an exempted company’s register of incorporation mortgages and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrowercharges). (dn) The Administrative Agent and the GS Initial Investors shall have received a certificate, dated the Closing Date and signed by the President, certificate of a Vice President or a Financial Responsible Officer of the Borrower, confirming that (i) the representations and warranties of the each Borrower set forth in this Agreement are true and correct dated as of the Closing Date and certifying as to the matters set forth in Sections 4.01(c) and (k) above and (o) below. (o) The Specified Acquisition Agreement Representations and Specified Representations will be true and correct in all material respects (or, if qualified by materiality, in all respects). (p) (i) Prior to, or substantially concurrently with the funding of the Initial Term B Loans and the Revolving Credit Loans borrowed on the Closing Date, the Lead Borrower shall have received the net cash proceeds of the Second Lien Term Loans and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing. (e) The Lead Borrower shall have paid all fees required delivered to Administrative Agent an executed copy of the Second Lien Loan Documents to be paid, and all expenses required to be paid and for which invoices have been presented, entered into on or before the Closing Date. (fq) Concurrently with On the effectiveness of this AgreementClosing Date, Holdings and its Subsidiaries shall have (i) the Borrower shall repaid in full all existing third party debt (except as otherwise permitted to be incurred or outstanding hereunder and does hereby) terminate the commitments under the Existing Credit Agreement and any other Loan Documents), (ii) all principalterminated any commitments to lend or make other extensions of credit thereunder, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (iii) delivered to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower customary payoff documentation (including lien releases, UCC-3 termination statements and the Lenders other customary documentation) necessary to release all Liens securing existing Indebtedness or other obligations of Holdings and its Subsidiaries thereunder being repaid on the Closing Date, and (iv) made arrangements satisfactory to Administrative Agent and Arranger with respect to the cancellation of any letters of credit outstanding thereunder or the issuance of Letters of Credit to support the obligations of Holdings and its Subsidiaries with respect thereto. There are no conditions, implied or otherwise, to the making of Credit Extensions on the Closing Date other than as set forth in the preceding clauses (a) through (q) and upon satisfaction or waiver by the GS Initial Investors of such notice shall conditions the Credit Extensions will be conclusive and bindingmade by the Lenders.

Closing Date. This Agreement shall not become effective until on the date on which that each of the following conditions is shall have been satisfied (or waived in accordance with Section 9.029.05): (a) The Administrative receipt by the Agent (or its counsel) shall have received from of counterparts hereof signed by each of the Borrower and the Lenders either Banks (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by the Administrative Agent for the account of each Bank of a duly executed Note dated on or before the Closing Date complying with the provisions of Section 2.02; (c) receipt by the Administrative Agent of duly executed counterparts of (i) counterparts amendments to each of this Agreement signed on behalf of such parties or the Pledge Agreements and (ii) written each of the Exchange Debt Collateral Documents other than the Pledge Agreements; (d) receipt by the Administrative Agent of opinions of (i) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit B-1 hereto, and (ii) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel of the Borrower, substantially in the form of Exhibit B-2 hereto, and covering in each case such additional matters relating to the transactions contemplated hereby as the Required Banks may be reasonably request; (e) receipt by the Administrative Agent of a copy of the three-year business plan of the Borrower provided to the Senior Bank Parties pursuant to Section 3.01(l) of the Senior Credit Facility; (f) receipt by the Administrative Agent of a Perfection Certificate with respect to each Subsidiary Guarantor dated the Closing Date and duly executed by a Financial Officer of the Borrower; (g) receipt by the Administrative Agent of the results of a search of the Uniform Commercial Code (or equivalent filings) filings made with respect to the Borrower and each Subsidiary Guarantor in the states (or other jurisdictions) in which the chief executive office of each such Person is located, any offices of such Persons in which records have been kept relating to accounts and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to the preceding clause, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (which may include telecopy or electronic pdf transmission similar document) would be permitted under Section 5.11 or have been released (or arrangements shall have been made for the release or discharge thereof reasonably satisfactory to the Administrative Agent); (h) the fact that all requisite material governmental authorities and third parties shall have approved or consented to the transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall be no governmental or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose burdensome conditions on the transactions contemplated hereby; (i) satisfaction by the Administrative Agent with any proposed changes in the management of the Borrower; (j) receipt by the Administrative Agent of a signed signature page copy of this Agreementthe Borrowing Base Certificate (as defined in the Senior Credit Facility) that such parties have each signed a counterpart delivered pursuant to Section 3.01(n) of this Agreement.the Senior Credit Facility; (bk) The receipt by the Second Priority Collateral Trustee of a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.03 and the applicable provisions of the Second Priority Collateral Documents, each of which shall be endorsed or otherwise amended to include a "STANDARD" or "NEW YORK" lender's loss payable endorsement and to name the Second Priority Collateral Trustee as additional insured, in form and substance satisfactory to the Second Priority Collateral Trustee; (l) receipt by the Administrative Agent of Phase I desk audits relating to the Mortgaged Properties reasonably satisfactory to the Administrative Agent, from an environmental consulting firm reasonably satisfactory to the Administrative Agent, as to any environmental hazards, liabilities or Remedial Action to which the Borrower or any of the Subsidiaries may be subject; (m) the Administrative Agent shall be reasonably satisfied as to the amount and nature of any environmental and employee health and safety exposures to which the Borrower and the Subsidiaries may be subject and the plans of the Borrower with respect thereto; (n) each of the Senior Mortgages, the Senior Security Agreement and the Senior Subsidiary Guarantee Agreements shall be in form an substance satisfactory to the Administrative Agent, shall have been duly executed by each Subsidiary Guarantor, and by or on behalf of the Senior Bank Parties, shall have been delivered to the Administrative Agent, and shall be in full force and effect; (o) receipt by the Administrative Agent, with a copy for each Bank, of a copy of each Transaction Document reasonably requested by the Administrative Agent, certified by a Financial Officer of the Borrower; (p) there shall have been (i) no development in any Existing Litigation after April 10, 2000, and (ii) no litigation or administrative proceeding commenced, that in case of either clause (i) or (ii) could reasonably be expected to have a Material Adverse Effect. There shall have been no development in any Existing Litigation after April 10, 2000, and there shall have been no litigation or administrative proceeding that, in the Banks' sole judgment, could impair the validity, enforceability or priority of the security interests to be granted in favor of the Banks under the Loan Documents; (q) there shall have been no material adverse change in the revenues, store operations, inventory, accounts receivable, business or prospects of the Borrower and its Subsidiaries considered as a whole, or to the Borrower's knowledge, in any relationship with any vendor or third party insurance payor of the Borrower or any of its Consolidated Subsidiaries, considered as a whole, since November 2, 1999, other than, in each case, as publicly disclosed before April 10, 2000; (r) receipt by the Administrative Agent of copies of all waivers from the lessor of each leased distribution center of the Subsidiary Guarantors of any statutory, common law or contractual landlord's lien with respect to any inventory of any Subsidiary Guarantor delivered to the Senior Administrative Agent (as defined under the Senior Credit Facility) pursuant to Section 3.01(cc) of the Senior Credit Facility; (s) the Administrative Agent shall have received a favorable written opinion standard flood hazard determination certificates in the form required by 12 CFR 22.6 for each Mortgaged Property; (addressed t) receipt by the Administrative Agent of all documents it may reasonably request relating to the existence of the Obligors, the corporate authority for and the validity of the Loan Documents and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; (u) receipt by the Administrative Agent of evidence satisfactory to it that the Borrower shall have paid all participation fees payable pursuant to Section 2.06 and all expenses, to the Lenders and dated extent invoiced, payable pursuant to Section 9.03; (v) receipt by the Closing Date) Administrative Agent of (i) confirmation that the retention of E&Y Restructuring LLC as financial advisor to ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPhas been extended to a date not earlier than May 31, special counsel for 2001; (w) receipt by the BorrowerAdministrative Agent of a certificate of a duly authorized officer of the Borrower as to (i) absence of Default, substantially in the form of Exhibit C, and (ii) accuracy of representations and warranties and (iii) such other matters relating to the General Counsel or an Assistant General Counsel satisfaction of the Borrower, substantially conditions specified in this Section 3.01 as the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinions.Administrative Agent may reasonably request; and (cx) receipt by the Administrative Agent of evidence satisfactory to it that the Transactions shall have been consummated in accordance with the Transaction Documents, and the Borrower shall have received not less than $500,000,000 proceeds of the initial borrowing under the Senior Credit Facility. On and after the Closing Date the rights and obligations of the parties hereto shall be governed by this Agreement; provided the rights and obligations of the parties hereto with respect to any Related Exchange Debt for the period prior to the Closing Date shall continue to be governed by the provisions of the Existing RCF Facility, the Existing PCS Facility or the Existing MGT Term Loan Agreement, as the case may be. The Administrative Agent shall have received (i) a certificate of the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of promptly notify the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies each Bank of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and bindingbinding on all parties hereto.

Closing Date. This Agreement shall not become effective until The obligations of the date Lenders to make Loans on which each the Closing Date are subject to the satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.02):conditions: (a) The Administrative Agent shall have received a Borrowing Request from the Borrower as required by Section 2.03. (b) The representations and warranties set forth in Article III hereof and in the other Loan Documents shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. (c) At the time of and immediately after giving effect to the Transactions and the other transactions contemplated hereby to occur on the Closing Date, no Event of Default or Default shall have occurred and be continuing. (d) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts from each party hereto either (a) a counterpart of this Agreement signed on behalf of such parties party or (iib) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission, or electronic pdf transmission of a PDF copy, of a signed signature page of this Agreement) that such parties have each party has signed a counterpart of this AgreementAgreement and (ii) a Note, signed by the Borrower, in favor of each Lender that has requested such a Note in writing not less than three (3) Business Days prior to the Closing Date pursuant to Section 2.07(d). (be) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, and the Lenders, a favorable written opinion of DLA Piper LLP, special counsel for the Loan Parties (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, the Depositary Bank and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Loan Documents as are usual and customary for a financing of the type contemplated hereby as the Administrative Agent shall reasonably request, and each Loan Party hereby instructs its counsel to deliver such opinions. (f) The Administrative Agent shall have received each of the following: (i) a copy of the certificate or articles of incorporation, partnership agreement or limited liability agreement, including all amendments thereto, or other relevant constitutional documents under applicable law of each Loan Party and the Sponsor, each certified as of a recent date by the Secretary of State (or other similar official) of the state of such Person’s organization and a certificate as to the good standing of each such Loan Party and the Sponsor as of a recent date from such Secretary of State (or other similar official); and (ii) a certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, or the general partner, managing member or sole member, of each Loan Party and, if applicable, the Sponsor, in each case dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, memorandum and articles of association, limited liability company agreement or other equivalent governing documents) of such Person as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Person (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party or, if applicable, in the case of the Sponsor, any Sponsor Guaranty to which the Sponsor is a party, and, in the case of the Borrower, the Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, partnership agreement or limited liability agreement of such Person has not been amended since the date of the last amendment thereto disclosed pursuant to clause (A) above, and (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party or, if applicable, in the case of the Sponsor, executing any Sponsor Guaranty to which the Sponsor is a party. (g) The Collateral and Guarantee Requirement with respect to items expressly required to be completed as of the Closing Date shall have been satisfied or waived and the Administrative Agent shall have received the results of a search of the UCC (or equivalent under other similar law) filings made with respect to the Loan Parties in the relevant jurisdictions and copies of 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 or have been released. (h) The Transactions shall have been consummated or shall be consummated simultaneously with or immediately following the closing on the Closing Date. (i) The Administrative Agent shall have received the financial statements referred to in Section 3.05. The Administrative Agent shall have received a budget of the Borrower in effect for the period commencing on the Closing Date through December 31, 2018 and the Projections, in each case in form and substance reasonably satisfactory to the Administrative Agent. (j) Immediately after giving effect to the Transactions and the other transactions contemplated hereby to occur on the Closing Date, the Loan Parties shall have outstanding no Indebtedness other than (i) the Indebtedness outstanding under this Agreement and (ii) other Indebtedness permitted pursuant to Section 6.01. (k) The Lenders shall have received a solvency certificate substantially in the form of Exhibit F and signed by a Financial Officer of the Borrower confirming the Solvency of the Loan Parties, on a consolidated basis with their Subsidiaries, after giving effect to the Transactions. (l) Since December 31, 2016, there have been no events, changes or other occurrences that have had, continue to have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (m) The Agents shall have received, all Fees payable thereto or to any Lender or to the Lead Arranger on or prior to the Closing Date and, to the extent invoiced at least four (4) Business Days prior to the Closing Date, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document (it being understood that amounts under this paragraph (m) may be paid with proceeds of the Loans). (n) The Administrative Agent shall have received a favorable written opinion certificate signed by a Responsible Officer of the Borrower dated as of the Closing Date as to the matters set forth in clauses (addressed b), (c), (j) and (l) of this Section 4.01. (o) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities with respect to the Loan Parties under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. PATRIOT Act, that has been reasonably requested by the Administrative Agent or any other Agent or Lender. (p) The Administrative Agent shall have received evidence of the establishment of each of the Depositary Accounts required to be established pursuant to Section 2.19(a) with the Depositary Bank. To the extent any Local Accounts have been established as of the Closing Date, the Administrative Agent shall have received Local Account Control Agreements executed by the Borrower or applicable Project Holdco, the Collateral Agent and the applicable account bank for each such Local Account. (q) Substantially simultaneously with the funding of Loans hereunder, (i) the DSR Requirement Amount as of the Closing Date shall have been Fully Funded into the Debt Service Reserve Account and (ii) the Liquidity Reserve Account (collectively with any Local Accounts) shall have been funded or credited in an amount equal to the Liquidity Reserve Maximum Balance. (r) The Administrative Agent shall have received (i) a report entitled “Independent Engineer’s Report Nymeria” dated November 6, 2017, delivered by Leidos Engineering, LLC with respect to the Projects respectively owned by the AVSR Entities, Sacramento PV Energy, LLC and Constellation Solar Horizons, LLC, including all exhibits, appendices and any other attachments thereto, in form and substance reasonably satisfactory to the Administrative Agent, (ii) a report entitled “EGR IV Portfolio Technical Due Diligence Report Exelon Wind, LLC” dated November 2, 2017, delivered by DNV KEMA Renewables, Inc. with respect to the Projects owned by Subsidiaries of ExGen Renewables JV (excluding the Projects owned by Sacramento PV Energy, LLC, Constellation Solar Horizons, LLC, Denver Airport Solar, LLC and Constellation Solar New Jersey III, LLC), including all exhibits, appendices and any other attachments thereto, in form and substance reasonably satisfactory to the Administrative Agent, (iii) a report entitled “SolGen Solar DG Portfolio Independent Engineer’s Report” dated August 5, 2016, delivered by Luminate, LLC with respect to the solar power Projects owned by the SolGen Entities identified therein, including all exhibits, appendices and any other attachments thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders and (iv) a report entitled “Albany Green Energy Independent Engineer’s Report Project No. 98536” dated the Closing Date) of (i) October 5, 2017, delivered by ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLPEngineering Company, special counsel for the Borrower, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the Closing Date, as Inc. with respect to the incumbency Project owned by the Albany Green Entities, including all exhibits, appendices and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory any other attachments thereto, in form and substance reasonably satisfactory to the Administrative Agent Agent, together in each case with a reliance letter in form and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (substance reasonably satisfactory to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and bindingAgent.

Closing Date. This Agreement The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):12.02) on the Closing Date: (a) The Administrative Agent (or its counsel) Bankruptcy Court shall have received from the Borrower and the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory entered an order reasonably acceptable to the Administrative Agent confirming the Plan of Reorganization (which may include telecopy the “Confirmation Order”) and all conditions to the Effective Date (as defined in the Plan of Reorganization) of the Plan of Reorganization shall have been satisfied (or electronic pdf transmission will be satisfied upon the occurrence of a signed signature page the Effective Date (as defined in the Plan of this AgreementReorganization)) that such parties have each signed a counterpart or waived in accordance with the Plan of this AgreementReorganization. The Confirmation Order shall authorize the Debtors to enter into the Loan Documents and authorize the Loan Parties’ execution and delivery thereof. (b) The Administrative Agent Agent, the Arranger and the Lenders shall have received a favorable written opinion all upfront, commitment, facility and agency fees and all other fees and amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder (addressed including, without limitation, the reasonable fees and expenses of Linklaters LLP, counsel to the Administrative Agent Agent, and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit C, as real estate and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such local counsel to deliver such opinionsthe Administrative Agent). (c) The Administrative Agent Borrower shall have received (i) a certificate deposited $6,880 with ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent, to be held by such counsel and applied toward payment of costs and expenses for recordation of the Borrower, dated the Closing DateMortgages, as provided pursuant to Section 12.03(a). If such deposit exceeds the amount of such costs and expenses, the excess shall be returned to the incumbency Borrower. If such deposit is less than such costs and signature of expenses, the officers of deficit shall be paid by the Borrower executing this Agreement and authorized pursuant to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the BorrowerSection 12.03(a). (d) The Administrative Agent shall have received a certificatecertificate of the Secretary, dated an Assistant Secretary, Responsible Officer or other duly authorized officer reasonably satisfactory to the Closing Date and signed by the President, a Vice President or a Financial Officer Administrative Agent of the Borrower, confirming that the Parent and each Guarantor, each setting forth (i) the representations true and warranties complete copies of the Borrower set forth in this Agreement are true resolutions of its board of directors or board of managers (or equivalent body) authorizing the execution, delivery and correct as performance of the Closing Date Loan Documents to which it is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (ii) upon the effectiveness officers of the Borrower, the Parent or such Guarantor (y) who are authorized to sign the Loan Documents to which the Borrower, the Parent or such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this AgreementAgreement and the transactions contemplated hereby, no Default shall have occurred (iii) specimen signatures of such authorized officers, and be continuing(iv) the articles or certificate of incorporation and bylaws, or certificate of formation and partnership agreement, or certificate of formation and limited liability company agreement (as the case may be) of the Borrower, the Parent and each Guarantor, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary. (e) The Borrower Administrative Agent shall have paid all fees required received certificates of the appropriate State agencies with respect to the existence, qualification and good standing of the Borrower, the Parent and each Guarantor. (f) The Administrative Agent shall have received a compliance certificate which shall be paidsubstantially in the form of Exhibit D, duly and all expenses required to be paid properly executed by a Responsible Officer and for which invoices have been presented, on or before dated as of the Closing Date. (fg) Concurrently with The Administrative Agent shall have received from each party hereto counterparts (in such number as may be requested by the effectiveness Administrative Agent) of this Agreement, the Fee Letters and each other Loan Document signed on behalf of each party. (h) The Administrative Agent shall have received duly executed Notes payable to each Lender requesting a Note dated as of the date hereof. (i) The Administrative Agent shall have received from the Borrower and each Guarantor and each other party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Security Instruments, including the Guaranty Agreement and the other Security Instruments described on Exhibit F. In connection with the execution and delivery of the Security Instruments, the Administrative Agent shall: (i) be reasonably satisfied that the Security Instruments create first priority, perfected Liens (subject only to Excepted Liens identified in clauses (a), (b), (c), (d) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on 100% of the total Recognized Value of the Oil and Gas Properties evaluated in the Initial Reserve Report; and (ii) have received certificates, together with undated, blank stock powers (if applicable) for each such certificate, representing all of the certificated issued and outstanding Equity Interest of each Person, the Equity Interest of which is required to be pledged pursuant to the Loan Documents. (j) The Administrative Agent shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, in form and substance satisfactory to the Administrative Agent. (k) The Administrative Agent shall have received a certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.12 and does herebyeither (i) terminate a letter from the commitments Borrower’s insurance agent in a form reasonably acceptable to Administrative Agent or (ii) copies of the policies of insurance evidencing that the Borrower is carrying insurance in accordance with Section 7.12. (l) The Administrative Agent shall have received title opinions and other title information and data as the Administrative Agent may reasonably request satisfactory to the Administrative Agent setting forth the status of title to at least 100% (or such lesser amount as may be agreed by the Administrative Agent, in its sole discretion, provided that such lesser amount shall be no less than 95%) of the total value of the Loan Parties’ proved Oil and Gas Properties evaluated in the Initial Reserve Report. (m) The Administrative Agent shall be reasonably satisfied with the environmental condition of the Oil and Gas Properties of the Borrower and its Subsidiaries. (n) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that the Borrower has received all consents and approvals required by Section 7.03. (o) The Administrative Agent shall have received the financial statements referred to in Section 7.04(a) and the Initial Reserve Report accompanied by a certificate covering the matters described in Section 8.12(c). (p) The Administrative Agent shall have received appropriate UCC search certificates reflecting no prior Liens encumbering the Properties of the Borrower and the Subsidiaries (other than Excepted Liens identified in clauses (a), (b), (c), (d), (f) and (h) of the definition thereof, but subject to the provisos at the end of such definition) for each of the following jurisdictions: Delaware, Texas, and any other jurisdiction requested by the Administrative Agent. (q) The Administrative Agent shall have received Property Certificates for each Oil and Gas Property described as an exhibit to a Mortgage. (r) The Administrative Agent and the Lenders shall have received, and be reasonably satisfied in form and substance with, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including but not restricted to the Existing Credit Agreement USA PATRIOT Act. (s) The Lenders shall have received, in each case, in form and substance satisfactory to each Lender, the (i) New Warrants and (ii) all principalPrepetition RBL Cash Distribution, interest in each case as defined in the Plan of Reorganization. (t) The Administrative Agent shall have received a solvency certificate signed by a Financial Officer of the Borrower in form and fees substance satisfactory to the Administrative Agent. (u) The Administrative Agent shall have received evidence in form and substance satisfactory to it that, as of the Closing Date, the Borrower has sufficient cash on hand in order to comply with the Closing Prepayment Requirement, as described at Section 3.04. (v) Prior to the Closing Date, the Borrower shall have made voluntary prepayments under the Existing Prepetition Credit Agreement of at least $397,634.00, such that, as of the Closing Date, the “Total Commitments” thereunder are in an amount equal to $285,000,000. (w) The Administrative Agent shall be paid in full. Any advance notice required in connection with have received such termination or prepayment is hereby waived by other documents as the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement)Administrative Agent may reasonably request. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 12.02). Without limiting the generality of the provisions of Section 11.04, for purposes of determining compliance with the conditions specified in this Section 6.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed closing date specifying its objection thereto.

Closing Date. This Agreement shall not become effective until The obligation of each Investor to surrender for cancellation the date on which Notes at Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions is satisfied (or are for each Investor’s sole benefit and may be waived by such Investor at any time in accordance its sole discretion by providing the Company with Section 9.02):prior written notice thereof: (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts The Company shall have executed and delivered to such Investor each of this Agreement signed on behalf of such parties or the Transaction Documents. (ii) written evidence satisfactory The Company shall have delivered to such Investor a copy of the Administrative Irrevocable Transfer Agent (Instructions, which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties instructions shall have each signed a counterpart of this Agreementbeen delivered to and acknowledged in writing by the Company’s transfer agent. (biii) The Administrative Agent Company shall have received delivered to such Investor a favorable written opinion certificate evidencing the incorporation and good standing of the Company issued by the Secretary of State of the State of Delaware as of a date within ten (addressed to the Administrative Agent and the Lenders and dated 10) days of the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinions. (civ) The Administrative Agent Company shall have received (i) delivered to such Investor a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Pennsylvania Department of State, Corporation Bureau as of a date within ten (10) days of the BorrowerClosing Date. (v) The Company shall have delivered to such Investor a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the incumbency and signature of resolutions adopted by the officers of Company’s Board in a form reasonably acceptable to such Investor (the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and “Resolutions”), (ii) true the Certificate of Incorporation and complete copies of (iii) the certificate of incorporation and by-laws of Bylaws, each as in effect at the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the BorrowerClosing. (dvi) The Administrative Agent Company shall have received delivered to such Investor the certificates evidencing the Preferred Shares and the Initial Common Shares and shall have delivered certificates representing the Escrow Common Shares to the Escrow Agents. (vii) The Company shall have delivered to such Investor immediately available funds in an amount set forth with respect to such Investor on Schedule A hereto. (viii) The Designation shall have been accepted for filing with the Secretary of State of the State of Delaware and a certificatefile-stamped copy of the Designation shall have been delivered to the Investors. (ix) No statute, dated rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the Closing Date and signed consummation of any of the transactions contemplated by the PresidentTransaction Documents. (x) Trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the Principal Market. (xi) Company counsel shall have executed and delivered its legal opinion, in agreed form, addressed to the Investors. (xii) A Certificate executed by a Vice President or a Financial Officer duly authorized officer of the Borrower, confirming Company certifying that (i) the all representations and warranties made by the Company and information furnished by the Company in any schedules to this Agreement, are true and correct in all material respects as of each of the Borrower set forth in date of this Agreement and the Closing Date, (ii) all covenants, agreements and obligations required by this Agreement to be performed or complied with by the Company, prior to or at the Closing, have been performed or complied with and (iii) the items referenced in Sections 7(a)(ix)-(x) shall have been satisfied and are true and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuingClosing. (exiii) The Borrower shall have paid all fees required to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement Any other documents reasonably requested by such Investor shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and bindingdelivered.

Closing Date. This Agreement The obligations of the Lenders to make the initial Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received (including by telecopy or email transmission) from each Loan Party party to the Borrower and the Lenders either (i) counterparts relevant Loan Document, a counterpart of this Agreement such Loan Document signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this AgreementLoan Party. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders as of the Closing Date and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in Borrower and certain of the form of Exhibit C, Loan Parties and (ii) local counsel in each jurisdiction in which a Loan Party is organized and the General Counsel or an Assistant General Counsel laws of which are not covered by the Borroweropinion referred to in (i) above, substantially in each case in form and substance reasonably satisfactory to the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsAdministrative Agent. (c) The Administrative Agent shall have received (i) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, this Agreement or the Transactions, including a certificate of each Loan Party substantially in the Borrowerform of Exhibit E, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory all in form and substance reasonably satisfactory to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrowerits counsel. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the PresidentChief Executive Officer, a Vice President or President, a Financial Officer of the Borrower or any other executive officer of the Borrower who has specific knowledge of the Borrower’s financial matters and is satisfactory to the Administrative Agent, confirming that (ia) the representations and warranties of the Borrower each Loan Party set forth in this Agreement the Loan Documents are true and correct as of the Closing Date and (iib) upon as of the effectiveness of this AgreementClosing Date, no Default shall have has occurred and be is continuing. (e) The Borrower There shall have paid been delivered to the Administrative Agent an executed Perfection Certificate. (f) The Administrative Agent shall have received a solvency certificate in the form of Exhibit I, dated the Closing Date and signed by the Financial Officer (or any other executive officer of the Borrower who has specific knowledge of the Borrower’s financial matters who is expected to be a Financial Officer after the Closing Date) of the Borrower. (g) The Administrative Agent, the Lead Arrangers and the Lenders shall have received all reasonable accrued fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out‑of‑pocket expenses (including fees of legal counsel to the Administrative Agent, the Lead Arrangers and the Lenders) required to be paidreimbursed or paid by the Borrower hereunder. (h) Since December 31, 2015, there shall have been no event that has had or would reasonably be expected to have a Material Adverse Effect. (i) The Administrative Agent shall have received the results of a recent Lien search with respect to each Loan Party, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent. (j) Other than as set forth in Section 5.12 of the Original Credit Agreement, the Administrative Agent shall have received the certificates representing the certificated Equity Interests pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and all expenses required Indebtedness owing to be paid and for which invoices any Loan Party, other than Excluded Property, shall have been presentedpledged or assigned for security purposes pursuant to the Security Documents and the Administrative Agent shall have received instruments evidencing such Indebtedness, on endorsed in blank. (k) Each Uniform Commercial Code financing statement or before other filing required by the Security Agreement shall be in proper form for filing. (l) Each Loan Party shall have provided the documentation and other information requested by the Lenders that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including without limitation, the Act, in each case as requested at least five (5) Business Days prior to the Closing Date. (fm) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify have received an executed promissory note payable to the order of each Lender that requested such promissory note at least one Business Day prior to the Closing Date (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. (n) The Borrower and the Lenders shall have paid as of the Closing DateDate immediately after giving effect thereto to the Administrative Agent for the account of each of the Lenders, and such notice shall be conclusive and bindingan upfront fee as separately agreed.

Closing Date. This Agreement shall not become effective until The obligation of each Buyer hereunder to purchase the date on which Common Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions is satisfied (or are for each Buyer's sole benefit and may be waived by such Buyer at any time in accordance its sole discretion by providing the Company with Section 9.02):prior written notice thereof: (ai) The Administrative Agent Company shall have executed and delivered to such Buyer each of the Transaction Documents. (or its counselii) Such Buyer shall have received from the Borrower and the Lenders either (i) counterparts opinion of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ Ropes & ▇▇▇▇▇▇▇▇ LLP, special counsel for the BorrowerCompany's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsB attached hereto. (ciii) The Administrative Agent Company shall have received (i) delivered to such Buyer a certificate evidencing the incorporation and good standing of the BorrowerCompany in its state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Closing Date. (iv) The Company shall have delivered to such Buyer a certificate evidencing the Company's qualification as a foreign corporation and good standing issued by the Secretary of State of the State of California as of a date within 10 days of the Closing Date. (v) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within 10 days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the incumbency and signature resolutions consistent with Section 3(b) as adopted by the Company's Board of Directors in a form reasonably acceptable to such Buyer (the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and "RESOLUTIONS"), (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit C. (vii) The representations and warranties of the Company shall be true and complete copies correct in all material respects (except for representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the certificate of incorporation date when made and by-laws of the Borrower, certified as of the Closing Date as complete though made at that time (except for representations and correct copies thereof warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects (except for covenants, agreements and conditions that are qualified by materiality, which shall be complied with in all respects) with the covenants, agreements and conditions required by the Secretary Transaction Documents to be performed, satisfied or an Assistant Secretary of complied with by the Borrower. (d) The Administrative Agent Company at or prior to the Closing Date. Such Buyer shall have received a certificate, dated the Closing Date and signed executed by the President, a Vice President or a Financial Chief Executive Officer of the BorrowerCompany, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct dated as of the Closing Date Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit D. (iiviii) upon the effectiveness of this Agreement, no Default The Company shall have occurred and be continuing. (e) The Borrower shall have paid all fees required delivered to be paid, and all expenses required to be paid and for which invoices have been presented, on or before such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (fix) Concurrently with The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the effectiveness sale of this Agreementthe Common Shares, including, without limitation, the expiration or waiver of the 15-day period set forth in Rule 4310(c)(17) of the National Association of Securities Dealers, Inc. (ix) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement The Registration Statement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by effective and available for the Lenders (issuance and sale of the Securities hereunder and the Company shall have delivered to the extent Buyer the prospectus required thereunder. (xi) The Company shall have delivered to such Lenders are parties Buyer such other documents relating to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and transactions contemplated by this Agreement as such notice shall be conclusive and bindingBuyer or its counsel may reasonably request.

Closing Date. This Agreement shall not become effective until On the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):Closing Date: (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed reasonably satisfactory to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special as counsel for the Borrower, substantially in the form of Exhibit C, to ▇▇▇▇▇▇ and (ii) the General Counsel or an Assistant General Counsel ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., as Delaware counsel to Howmet, in each case dated as of the Borrower, substantially in Closing Date and addressed to the form of Exhibit D. The Borrower hereby requests such Administrative Agent and the Lenders. (b) All legal matters incident to this Agreement and the borrowings hereunder shall be reasonably satisfactory to the Lenders and to counsel to deliver such opinionsfor the Administrative Agent. (c) The Administrative Agent shall have received (i) this Agreement, duly executed and delivered by ▇▇▇▇▇▇ and each Lender, (ii) a copy, including all amendments thereto, of the charter of Howmet, certified as of a recent date by the Secretary of State or other appropriate official of its jurisdiction of incorporation and a certificate as to the good standing of Howmet as of a recent date, from such Secretary of State or other official; (iii) a certificate of the Borrower, Secretary or Assistant Secretary of Howmet dated the Closing DateDate and certifying (A) that attached thereto is a true and complete copy of the by-laws of Howmet as in effect on the Closing Date showing all amendments thereto since the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of Howmet authorizing the execution, delivery and performance of this Agreement and the borrowings by Howmet hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the charter of Howmet has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (ii) above and (D) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of ▇▇▇▇▇▇; (iv) a certificate of another officer of ▇▇▇▇▇▇ as to the incumbency and specimen signature of the officers of Secretary or Assistant Secretary executing the Borrower executing this Agreement certificate pursuant to clause (iii) above; and authorized to execute Notes reasonably satisfactory in form and substance to (v) such other documents as the Lenders or counsel for the Administrative Agent may reasonably request. (d) The representations and (ii) warranties set forth in Article III hereof shall be true and complete copies of the certificate of incorporation correct in all material respects (except such representations and by-laws of the Borrowerwarranties that are qualified by materiality, certified which shall be correct in all respects) on and as of the Closing Date with the same effect as complete though made on and correct copies thereof by as of such date, except to the Secretary or extent such representations and warranties expressly relate to an Assistant Secretary of the Borrowerearlier date. (de) The Administrative Agent shall have received a certificate, certificates dated the Closing Date and signed by the President, a Vice President or a Financial Officer of Howmet confirming the Borrower, confirming that (i) the representations and warranties satisfaction of the Borrower condition precedent set forth in paragraph (d) of this Agreement are true Section 4.01 and correct that as of the Closing Date and (ii) upon the effectiveness of this AgreementDate, no Event of Default shall have or Default has occurred and be is continuing. (ef) The Borrower Administrative Agent shall have paid received all fees required to be paid, and all expenses required to be paid other amounts due and for which invoices have been presented, payable on or before prior to the Closing Date. (fg) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders have received certificates of a Responsible Officer of Howmet, each dated the Closing DateDate and stating that (i) except as disclosed in the Exchange Act Reports or otherwise disclosed in such certificate, Howmet and each of its Subsidiaries have complied in all respects with all Federal, state, local and foreign statutes, ordinances, orders, judgments, rulings and regulations relating to environmental pollution or to environmental regulation or control except to the extent any such failure so to comply would not, alone or together with any other such failure, be reasonably likely to result in a Material Adverse Effect; (ii) neither Howmet nor any of its Subsidiaries has received notice shall of any failure so to comply which alone or together with any other such failure would be conclusive reasonably likely to result in a Material Adverse Effect; and binding(iii) the plants of Howmet and its Subsidiaries do not manage any hazardous wastes, toxic pollutants or substances similarly denominated in violation of any applicable law or regulations promulgated pursuant thereto including, for operations within the United States, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation and Liability Act, the Hazardous Materials Transportation Act, the Toxic Substance Control Act, the Clean Air Act, the Clean Water Act or any other applicable law, where such violation would be reasonably likely to result, individually or together with any such other violations, in a Material Adverse Effect.

Closing Date. This Agreement The obligations of the Lenders to make the initial Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received (including by telecopy or email transmission) from each Loan Party party to the Borrower and the Lenders either (i) counterparts relevant Loan Document, a counterpart of this Agreement such Loan Document signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this AgreementLoan Party. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders as of the Closing Date and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in Borrower and certain of the form of Exhibit C, Loan Parties and (ii) local counsel in each jurisdiction in which a Loan Party is organized and the General Counsel or an Assistant General Counsel laws of which are not covered by the Borroweropinion referred to in (i) above, substantially in each case in form and substance reasonably satisfactory to the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsAdministrative Agent. (c) The Administrative Agent shall have received (i) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, this Agreement or the Transactions, including a certificate of each Loan Party substantially in the Borrowerform of Exhibit E, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory all in form and substance reasonably satisfactory to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrowerits counsel. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the PresidentChief Executive Officer, a Vice President or President, a Financial Officer of the Borrower or any other executive officer of the Borrower who has specific knowledge of the Borrower’s financial matters and is satisfactory to the Administrative Agent, confirming that (ia) the representations and warranties of the Borrower each Loan Party set forth in this Agreement the Loan Documents are true and correct as of the Closing Date and (iib) upon as of the effectiveness of this AgreementClosing Date, no Default shall have has occurred and be is continuing. (e) The Borrower There shall have paid been delivered to the Administrative Agent an executed Perfection Certificate. (f) The Administrative Agent shall have received a solvency certificate in the form of Exhibit I, dated the Closing Date and signed by the Financial Officer (or any other executive officer of the Borrower who has specific knowledge of the Borrower’s financial matters who is expected to be a Financial Officer after the Closing Date) of the Borrower. (g) The Administrative Agent, the Lead Arrangers and the Lenders shall have received all reasonable accrued fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees of legal counsel to the Administrative Agent, the Lead Arrangers and the Lenders) required to be paidreimbursed or paid by the Borrower hereunder. (h) Since December 31, 2015, there shall have been no event that has had or would reasonably be expected to have a Material Adverse Effect. (i) The Administrative Agent shall have received the results of a recent Lien search with respect to each Loan Party, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent. (j) Other than as set forth in Section 5.12 of the Original Credit Agreement, the Administrative Agent shall have received the certificates representing the certificated Equity Interests pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and all expenses required Indebtedness owing to be paid and for which invoices any Loan Party, other than Excluded Property, shall have been presentedpledged or assigned for security purposes pursuant to the Security Documents and the Administrative Agent shall have received instruments evidencing such Indebtedness, on endorsed in blank. (k) Each Uniform Commercial Code financing statement or before other filing required by the Security Agreement shall be in proper form for filing. (l) Each Loan Party shall have provided the documentation and other information requested by the Lenders that is required by regulatory authorities under applicable “know your customer” and antimoney-laundering rules and regulations, including without limitation, the Act, in each case as requested at least five (5) Business Days prior to the Closing Date. (fm) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify have received an executed promissory note payable to the order of each Lender that requested such promissory note at least one Business Day prior to the Closing Date (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. (n) The Borrower and the Lenders shall have paid as of the Closing DateDate immediately after giving effect thereto to the Administrative Agent for the account of each of the Lenders, and such notice shall be conclusive and bindingan upfront fee as separately agreed.

Closing Date. This Agreement shall not become effective until The obligation of each Lender to make a Loan hereunder is subject to the date on which each satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.02):conditions: (a) The Administrative Agent (or its counsel) Effective Date shall have received from the Borrower and the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreementoccurred. (b) The Acquisition shall have been (or, substantially contemporaneously with the borrowing of the Loans, shall be) consummated pursuant to and on the terms set forth in the Acquisition Agreement without giving effect to amendments, supplements, waivers or other modifications to (or consents under) the Acquisition Agreement (as in effect on February 19, 2016) agreed to by the Borrower that are materially adverse to the Lenders (in their capacity as such) and that have not been approved by the Arranger (such approval not to be unreasonably withheld, conditioned or delayed); it being understood and agreed that none of the following are materially adverse to the Lenders: (x) a reduction of less than 10% in the consideration payable under the Acquisition Agreement, so long as such decrease in the consideration payable shall reduce the Commitments on a Sterling-for-Sterling basis or (y) an increase in the consideration payable under the Acquisition Agreement, so long as such increase is funded with common Equity Interest issued by the Borrower or cash on hand. (I) The Borrower shall have caused (i) the repayment, redemption or discharge and satisfaction in full (or, in lieu thereof, with respect to any Excluded Target Debt, the delivery of irrevocable notices of redemption or repayment in accordance with the applicable debt documents) of all Target Indebtedness To Be Refinanced in accordance with the applicable debt documents; provided that, in connection with any Excluded Target Debt, the Borrower shall have reserved cash in an amount sufficient to effect such repayment, redemption or cancellation, and (ii) the termination of all related commitments and the discharge and release of all guarantees and liens existing in connection with any such Target Indebtedness To Be Refinanced subject to repayment, redemption or discharge and satisfaction described in preceding clause (i) (to the extent required to be repaid, redeemed, discharged or satisfied in accordance with clause (i) above) and (II) certain existing Indebtedness of the Target held by its shareholders shall have been acquired, repaid, waived or capitalized in accordance with the terms of the Acquisition Agreement (as in effect on February 19, 2016) (collectively, the “Refinancing”). (d) [Reserved]. (e) The Arranger shall have received (i) audited consolidated balance sheets and related audited consolidated statements of earnings, comprehensive income, cash flows and changes in equity, in each case prepared in accordance with GAAP, of the Borrower and its consolidated Subsidiaries for each of the three fiscal years most recently ended at least 60 days prior to the Closing Date and (ii) unaudited consolidated balance sheets and related unaudited consolidated statements of earnings, comprehensive income, cash flows and changes in equity, in each case prepared in accordance with GAAP, of the Borrower and its consolidated Subsidiaries for each subsequent fiscal quarter (other than the fourth quarter of any fiscal year) ended after the end of the most recent fiscal year for which financial statements have been delivered pursuant to clause (i) above and at least 40 days prior to the Closing Date. The Arranger hereby acknowledges that the Borrower’s public filing with the Securities and Exchange Commission of any required audited financial statements on Form 10-K or required unaudited financial statements on Form 10-Q, in each case, will satisfy the requirements under clause (i) or (ii), as applicable, of this Section 4.02(e). (f) The Administrative Agent, the Arranger and the Lenders shall have received all fees and other amounts (including reimbursement or payment of all reasonable out-of- pocket expenses) due and payable pursuant hereto and to the Commitment Letter and Fee Letter on or prior to the Closing Date, in the case of out-of-pocket expenses and legal fees, to the extent invoiced not less than two Business Days before the Closing Date. (g) The Administrative Agent shall have received a favorable written opinion (addressed legal opinions from counsel acceptable to the Administrative Agent in form and substance customary for transactions of the Lenders type contemplated by this Agreement and dated reasonably satisfactory to the Closing Date) of Administrative Agent (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for it being understood that the Borrower, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the BorrowerBorrower shall be acceptable counsel with respect to legal opinions relating to certain corporate matters with respect to the Guarantors, substantially which opinions shall be provided together with each of the applicable items described in the form of Exhibit D. The Borrower hereby requests such counsel Section 4.01(b) with respect to deliver such opinionseach Guarantor). (ch) The Administrative Agent shall have received (i) a certificate of the Borrowercertificate, dated as of the Closing Date, as to from the incumbency and signature of the officers Secretary or Assistant Secretary of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance that there has been no change to the Administrative Agent matters previously certified pursuant to Section 4.01(b) (or otherwise providing updates to such certifications) and that each of the conditions set forth in Sections 4.02(b), (c) and (j) has been satisfied and (ii) a Borrowing Request in accordance with Section 2.03. (i) [Reserved]. (j) At the time of and upon giving effect to the borrowing of the Loans, the Specified Representations shall be true and complete copies correct in (except to the extent already qualified by materiality or material adverse effect) all material respects. Notwithstanding anything in this Agreement, the Commitment Letter, the Fee Letter or the other Loan Documents to the contrary, the only representations the accuracy of which will be a condition to the availability of the certificate of incorporation and by-laws of the Borrower, certified as of Loans on the Closing Date as complete and correct copies thereof by will be the Secretary or an Assistant Secretary of the BorrowerSpecified Representations. (dk) The Administrative Agent Arranger shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer certificate of the Borrower, confirming that (i) the representations and warranties an officer of the Borrower set setting forth the aggregate amount of reductions in this Agreement are true and correct as of the Closing Date and Commitments occurring pursuant to Section 2.11, together with a reasonably detailed calculation thereof (ii) upon the effectiveness of this Agreement, or certifying that no Default shall such reductions have occurred and be continuingoccurred). (el) The Borrower Arranger shall have paid all fees required to be paidreceived a solvency certificate in the form attached hereto as Exhibit F, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders dated as of the Closing Date, and such notice shall be conclusive and bindingexecuted by the chief financial officer of the Borrower.

Closing Date. This Agreement shall not become effective until The obligations of the date Lenders to make Loans on which the Closing Date is subject to each of the following conditions is conditions, each of which shall be satisfied (on or waived in accordance with Section 9.02):prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders each party hereto either (i) counterparts a counterpart of this Agreement signed on behalf of such parties party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile or other electronic pdf transmission of a signed signature page counterpart of this Agreement) that such parties have each party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ Chance US LLP, special counsel for the BorrowerLoan Parties, substantially in the form of Exhibit C, G. Each of Parent and (ii) the General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit D. The Borrower hereby requests such counsel to deliver such opinionsopinion. (c) The Administrative Agent shall have received (i) a certificate of the Borrower, Parent and each other Loan Party, dated the Closing Date, as substantially in the forms of Exhibit H-1, H-2 and H-3, respectively, with appropriate insertions, executed by any Responsible Officer of such Loan Party, and including or attaching the documents referred to the incumbency and signature in paragraph (d) of the officers of the Borrower executing this Agreement and authorized to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the BorrowerSection. (d) The Administrative Agent shall have received a certificatecopy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Closing Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, if the concept is applicable in such jurisdiction. (e) The Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Lead Arranger and the Borrower to be due and payable on or prior to the Closing Date, including, to the extent invoiced at least one Business Day prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party. (f) The Collateral and Guarantee Requirement (other than to the extent contemplated by Section 5.17) shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of Parent and the PresidentRestricted Subsidiaries, a Vice President together with all attachments contemplated thereby, and none of such Collateral shall be subject to any other pledges, security interests or mortgages except Liens permitted by Section 6.02. (g) The Lead Arranger shall have received the financial statements described in Sections 3.04(a) and (b), and such financial statements shall be certified by a Financial Officer as presenting fairly, in all material respects, the consolidated financial position, results of operations and cash flows of Parent and its Subsidiaries, as applicable, as of the Borrowerdates or for the periods covered, confirming that as applicable (subject to the qualifications in Section 3.04(b) for financial statements described in such section). The Lead Arranger shall have received the Pro Forma Financial Statements. (h) The Lenders shall have received a certificate from the chief financial officer of each of Parent and the Borrower substantially in the form of Exhibit F certifying as to the solvency of each Applicable Group on a consolidated basis after giving effect to the Transactions. (i) The Administrative Agent and the representations Lead Arranger shall have received, at least three Business Days prior to the Closing Date, all documentation and warranties of other information about the Borrower set forth Loan Parties as shall have been requested in this Agreement are true and correct as of writing at least 10 days prior to the Closing Date and (ii) upon by the effectiveness of this Agreement, no Default Administrative Agent or the Lead Arranger that they shall have occurred determined is required by regulatory authorities under applicable “know your customer” and be continuinganti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (ej) The Borrower Administrative Agent shall have paid received certified copies of Uniform Commercial Code, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all fees effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those states in which any Loan Party is organized and such other searches that are required by the Perfection Certificate or that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be paid, and all expenses required to be paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived covered by the Lenders Security Documents (to the extent such Lenders are parties to the Existing Credit Agreementother than Permitted Encumbrances). The Administrative Agent shall notify Parent, the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Closing Date. This Agreement The obligations of the Lenders to make Term Loans hereunder shall not become effective until the second Business Day after the date on which each of the following conditions is satisfied in a manner satisfactory to the Administrative Agent (or waived in accordance with Section 9.0210.2): (a) The Administrative Agent (or its counsel) shall have received executed versions of each of the Loan Documents from each of the Borrower parties thereto, including the Borrower. (b) Each of the Material Contracts set forth on clause (A) of Schedule 1.1 shall be in form and the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence substance reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission and shall have been executed by each of a signed signature page the parties thereto and delivered to the Administrative Agent. Each of this Agreement) that such the Consent Agreements shall be in form and substance satisfactory to the Administrative Agent and shall have been executed by each of the parties have each signed a counterpart of this Agreementthereto and delivered to the Administrative Agent. (bc) The Administrative Agent and the Borrower shall have agreed on (i) the Financial Model, the Construction Schedule and Capital Spending Plan, and the Environmental Plan and (ii) the operating budgets (which shall include an operating budget for contract mining or lease payments for mining equipment), copies of which shall have been delivered to the Administrative Agent (it being understood that the initial budgets shall be included as part of the Financial Model). (d) Evidence that the Existing Bridge Loan Facility has been repaid in full and all Liens securing the obligations thereunder have been released. (e) Evidence that the Forward Sale Price Protection Program has been implemented. (f) The Independent Technical Consultant shall have been appointed. (g) The Administrative Agent and the Borrower shall have agreed on the forms of Completion Certificates and the tests for Completion for purposes thereof. (h) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special Arizona counsel for the Borrower, substantially in the form of Exhibit C, and (ii) the General Counsel or an Assistant General Counsel of the Borrower▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, substantially in the form of Exhibit D. The Borrower hereby requests such New York counsel to deliver the Administrative Agent, covering such opinionsmatters relating to the Loan Parties, this Agreement or the Transactions as the Administrative Agent shall reasonably request. (ci) The Administrative Agent shall have received (i) a certificate such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the BorrowerLoan Parties, dated the Closing Date, as authorization of the Transactions and any other legal matters relating to the incumbency Borrower and signature of the officers of the Borrower executing Guarantor, this Agreement and authorized to execute Notes reasonably satisfactory or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel, including, but not limited to: (iii) true and complete copies a copy of the certificate of incorporation and by-laws or other founding documentation of each of the Borrower and the Guarantor; (ii) a copy of the resolutions of the board of directors or other appropriate decision making body of each of the Borrower and the Guarantor authorizing the conclusion and execution of each of the Loan Documents; and (iii) specimen signatures of each of the authorized officers of the Borrower for the purposes of implementation of the Loan Documents. (j) The Administrative Agent shall have received: (i) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with evidence that the Administrative Agent has been named as “additional insured” and “loss payee” under each policy of insurance; (ii) evidence that the Borrower has obtained all Approvals necessary to commence implementation of the Construction Schedule and Capital Spending Plan; (iii) to the extent relevant, searches of Uniform Commercial Code or other similar records or filings in the jurisdiction of formation of the Borrower, certified as the jurisdiction of the Closing Date chief executive office of the Borrower and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Liens permitted by Section 6.2; (iv) all certificates evidencing all certificated equity interests pledged to the Administrative Agent pursuant to the Security Documents, together with duly executed in blank, undated stock powers attached thereto; (v) in the case of any real property Collateral, a title insurance policy together with proof of payment of all fees and premiums for such policy, from the applicable title insurance Loan Party and in amounts satisfactory to the Administrative Agent, insuring the interest of the Administrative Agent as complete mortgagee; (vi) all applicable “Know Your Customer” client identification documentation; (vii) in the case of any personal property Collateral located at a premises leased the Borrower, such estoppel letters, consents and correct copies thereof waivers from the landlords on such real property as may be required by the Secretary or an Assistant Secretary of Administrative Agent; and (viii) the BorrowerCollateral Accounts shall have been established with a bank acceptable to the Administrative Agent and the Collateral Account Agreement shall have been executed by such bank and the Lenders, the Administrative Agent and the Borrower and delivered to the Administrative Agent. (dk) The Lenders shall have completed a due diligence investigation of the Project, the Borrower and its subsidiaries in scope, and with results, satisfactory to the Lenders, and shall have been given such access to the management records, books of account, contract and properties of Borrower and its subsidiaries and shall have received such financial, business and other information regarding the Project and each of the foregoing Persons and their businesses as they shall have reasonably requested. (l) The Administrative Agent shall have received certification that there does not exist (i) any order, decree, judgment, ruling or injunction which restrains the consummation of the Loan Documents in the manner contemplated hereby, and (ii) any pending or threatened action, suit, investigation or proceeding which is reasonably likely to be adversely determined and, if adversely determined, could reasonably be expected to have a Material Adverse Effect. (m) The Borrower shall have received additional equity proceeds in an amount not less than $23,000,000 on terms acceptable to the Administrative Agent. (n) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the BorrowerOfficer, confirming that (i) compliance with the representations and warranties of the Borrower conditions set forth in this Agreement are true paragraphs (a) and correct as (b) of Section 4.2. (o) The Administrative Agent shall have received all fees, costs and expenses and other amounts due and payable on or prior to the Closing Date and (ii) upon in connection with the effectiveness Transaction, including, to the extent invoiced, reimbursement or payment of this Agreement, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paid, and all out-of-pocket expenses required to be reimbursed or paid and for which invoices have been presented, on or before the Closing Date. (f) Concurrently with the effectiveness of this Agreement, (i) by the Borrower shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement)hereunder. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Term Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 10.2) at or prior to 3:00 p.m., New York City time, on September 30, 2007 (and, in the event such conditions are not so satisfied or waived, the Term Loan Commitments shall terminate at such time).

Closing Date. This The effectiveness of this Agreement shall not become effective until and the date Commitments of the Lenders hereunder on which each the Closing Date are subject to the satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.02):conditions: (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts of this Agreement signed received, on behalf of such parties or (ii) written evidence satisfactory to itself and the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement. (b) The Administrative Agent shall have received Lenders, a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for to the Borrower, substantially in the form of Exhibit C, Borrower and (ii) the General Counsel or an Assistant General Counsel in-house counsel of the Borrower, substantially each such opinion to be in form and substance reasonably satisfactory to the form of Exhibit D. The Administrative Agent, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such matters relating to the Credit Documents and the Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (cb) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or other equivalent formation document, including all amendments thereto, of each Credit Party, certified as of a recent date by the Secretary of State (or other similar official) of the state of its organization, and a certificate as to the good standing of each Credit Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Credit Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, partnership agreement, limited liability company agreement, memorandum and articles of association or other equivalent governing document of such Credit Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents to which such Person is a party and, in the case of the Borrower, dated the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation or other equivalent formation document of such Credit Party has not been amended since the date of the last amendment thereto furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party; and (iii) the certificate referred to in the foregoing clause (ii) shall contain a certification by an Authorized Officer of such Credit Party as to the incumbency and specimen signature of the officers of the Borrower Secretary or Assistant Secretary executing this Agreement and authorized such certificate pursuant to execute Notes reasonably satisfactory in form and substance to the Administrative Agent and clause (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrowerabove. (dc) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial an Authorized Officer of the Borrower, confirming that (i) compliance with the representations and warranties of the Borrower conditions precedent set forth in this Agreement are true (b), (c) and correct as (d) of Section 4.01. (d) The Administrative Agent, the Arranger and each Lender shall have received all Fees and other amounts due and payable on or prior to the Closing Date Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower hereunder, under any other Credit Document or under the Engagement Letter (including reasonable fees and (ii) upon the effectiveness expenses of this Agreement, no Default shall have occurred and be continuingcounsel). (e) The Borrower shall have paid all fees required to be paidduly authorized, executed and delivered this Agreement, and all expenses required each other party to this Agreement shall have executed and delivered this Agreement, and this Agreement shall be paid in full force and for which invoices have been presented, on or before the Closing Dateeffect. (f) Concurrently with the effectiveness of this Agreement, The Administrative Agent shall have received: (i) evidence reasonably satisfactory to it as to the Borrower shall proper filing of financing statements (Form UCC-1 or the equivalent) in each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Collateral and does hereby) terminate the commitments under the Existing Credit Agreement and Guaranty Agreement; (ii) certified copies of requests for information (Form UCC-11 or the equivalent), or equivalent reports as of a recent date, listing all principaleffective financing statements that name any Credit Party as debtor and that are filed in the jurisdictions referred to in clause (i) above and in such other jurisdictions in which Collateral is located on the Closing Date, interest and fees under together with copies of such other financing statements that name any Credit Party as debtor (none of which shall cover any of the Existing Credit Agreement Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be paid in full. Any advance notice required in connection by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with such termination or prepayment is hereby waived by respect to, the Lenders Collateral and Guaranty Agreement (other than to the extent such Lenders actions are parties required or permitted to be performed after the Closing Date) as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Collateral and Guaranty Agreement; and (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Collateral and Guaranty Agreement have been taken (other than to the Existing Credit Agreementextent such actions are required or permitted to be performed after the Closing Date). , and the Collateral and Guaranty Agreement shall be in full force and effect. (g) The Lenders shall have received the financial statements referred to in Section 3.05. (h) The Administrative Agent shall notify have received a certificate from the chief financial officer of the Borrower substantially in the form attached hereto as Exhibit E certifying that the Borrower and its subsidiaries, on a consolidated basis after giving effect to the Lenders of Transactions to occur on the Closing Date, are solvent. (i) The Administrative Agent shall have received, at least five Business Days prior to the Closing Date, to the extent requested, all documentation and such other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) The Administrative Agent shall have received a notice of any Borrowing on the Closing Date as required by Section 2.03. (k) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Predecessor Credit Agreement shall be conclusive have been (or substantially simultaneously with the funding of Loans on the Closing Date shall be) paid in full and bindingthe commitments thereunder terminated, and the Administrative Agent shall have received reasonably satisfactory evidence thereof.

Closing Date. This Agreement The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is shall be satisfied (or waived in accordance with Section 9.029.08): (a) The Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders either (i) counterparts of this Agreement signed received, on behalf of such parties or (ii) written evidence satisfactory to itself, the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreement. (b) The Administrative Agent shall have received Lenders and the Issuing Bank, a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the BorrowerLoan Parties, substantially in dated the form of Exhibit CClosing Date, addressed to each Issuing Bank, the Agents and the Lenders, and (ii) addressing such matters relating to the General Counsel or an Assistant General Counsel of Loan Documents and the BorrowerTransactions as the Administrative Agent shall reasonably request, substantially in and Holdings and the form of Exhibit D. The Borrower hereby requests request such counsel to deliver such opinionsopinion. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Agents. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or certificate of formation, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as applicable, of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or sole member, as applicable, of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, dated the Closing Dateborrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or certificate of formation, as applicable, of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the officers of Secretary or Assistant Secretary executing the Borrower executing this Agreement certificate pursuant to clause (ii) above; and authorized to execute Notes reasonably satisfactory in form and substance to (iv) such other documents as the Collateral Agent or the Administrative Agent and (ii) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrowermay reasonably request. (d) The Administrative Agent Agents shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) compliance with the representations and warranties of the Borrower conditions precedent set forth in this Agreement are true and correct as of the Closing Date paragraphs (b) and (iic) upon the effectiveness of this Agreement, no Default shall have occurred and be continuingSection 4.02. (e) The Borrower Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date (or be reasonably satisfied that the same shall be paid on the Closing Date from the proceeds of Loans made on the Closing Date), including, to the extent invoiced at least one Business Day prior to the Closing Date, reimbursement or payment of all fees required to be paid, and all out-of-pocket expenses required to be reimbursed or paid and for which invoices have been presented, on by the Borrower hereunder or before the Closing Dateunder any other Loan Document. (f) Concurrently This Agreement and the Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described herein and in each Security Document and the Orders. (g) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the effectiveness Loan Parties in the states (or other jurisdictions) of this Agreementformation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (h) The Lenders shall have received, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (i) The commencement of the Bankruptcy Cases and the borrowings and other transactions contemplated hereunder and by the other Loan Documents shall have been duly authorized by the Borrower and each applicable Guarantor and the Bankruptcy Cases shall (and does hereby) terminate the commitments under the Existing Credit Agreement and (ii) all principal, interest and fees under the Existing Credit Agreement shall be paid in full. Any advance notice required in connection with such termination or prepayment is hereby waived have been commenced by the Lenders (to the extent such Lenders are parties to the Existing Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders Guarantors and the same shall each be a debtor and a debtor-in-possession. All of the Closing Date, and such notice “first day orders” including the Cash Management Order shall have been entered by the Bankruptcy Court on or promptly following the Petition Date shall be conclusive in form and bindingsubstance satisfactory to the Agents. (j) Entry of an order of the Bankruptcy Court in substantially the form of Exhibit F (the “Interim Order”) in form and substance satisfactory to the Administrative Agent within two Business Days following the Petition Date (subject to extension for a period not exceeding two additional Business Days, at the discretion of the Agents), approving the Loan Documents and the Fee Letters, granting the Superpriority Claim status in respect of the Obligations and the senior priming and other Liens described in Article II hereof and provided for in the Security Documents which Interim Order (i) shall have been entered, upon an application or motion of the Borrower reasonably satisfactory in form and substance to the Administrative Agent, on such prior notice to such parties as required under the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and the Local Rules for the Southern District of New York, (ii) shall authorize extensions of credit in an amount not to exceed $125,000,000, (iii) shall approve the payment by the Borrower of all of the fees and expenses provided for in the Loan Documents and the Fee Letters (including the reasonable attorneys’ fees and expenses of the Agents and each Issuing Bank, (iv) shall be in full force and effect, (v) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Pre-petition Lenders or the Pre-petition Credit Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the priming contemplated hereby, for the Adequate Protection and (vi) shall not have been vacated, stayed, reversed, modified or amended in any respect without the written consent of the Agents; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of any Loans nor the issuance of any Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal. (k) The Lenders shall have received and be satisfied with the Forecast. (l) The Agents shall have received certified copies of resolutions of the Board of Directors of Holdings authorizing and directing Holdings’s management to commence immediately and to carry out an evaluation of Holdings’s strategic alternatives, including potential sales of and exit financing transactions involving the Borrower and/or its Subsidiaries or their respective assets.

Closing Date. This Agreement shall not become effective until The obligation of each Lender to make Loans on the date Closing Date is subject to the satisfaction (or waiver in accordance with Section 10.02), on which or before the Acquisition Termination Date of each of the following conditions is satisfied (or waived in accordance with Section 9.02):conditions: (a) The Administrative Agent (or its counsel) Effective Date shall have received from the Borrower and the Lenders either (i) counterparts of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic pdf transmission of a signed signature page of this Agreement) that such parties have each signed a counterpart of this Agreementoccurred. (b) The Administrative Agent Lenders shall have received a favorable written opinion received: (addressed to the Administrative Agent and the Lenders and dated the Closing DateA) of customary (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPlegal opinions, special counsel for (ii) corporate organizational documents, good standing certificates (to the Borrowerextent applicable in the jurisdiction of organization of the Borrower and the Subsidiary Guarantors), secretary certificates with respect to incumbency and a customary officer’s certificate substantially in the form of Exhibit CF hereto certifying only that the Specified Representations are true and correct in all material respects, and (iiiii) a certificate from the General Counsel chief financial officer or an Assistant General Counsel treasurer of the Borrower, Borrower with respect to the solvency (on a consolidated basis) of the Borrower and its Subsidiaries as of the Closing Date substantially in the form of Exhibit D. The B hereto, on a pro forma basis for the Transactions), (iv) corporate or other applicable resolutions with respect to the Borrower hereby requests such counsel and Subsidiary Guarantors, and (v) borrowing notice; in each case so long as not inconsistent with the provisions of Section 4.02(e) below; and (B) at least 3 Business Days prior to deliver such opinionsthe Closing Date documentation required under applicable related “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, to the extent requested by any Lender in writing at least 10 business days prior to the Closing Date, other than to the extent satisfied on the Effective Date (including, for the avoidance of doubt, with respect to the Specified Loan Parties). (c) The Administrative Agent Guarantee Requirement shall have received (i) a certificate be satisfied; provided that to the extent that any intended Guarantee by MillerCoors or any of the Borrower, dated its subsidiaries is not delivered on the Closing Date, as the delivery of such Guarantee will not constitute a condition precedent to the incumbency and signature availability of the officers of Loans on the Closing Date, but the Borrower executing this Agreement and authorized agrees to execute Notes reasonably satisfactory in form and substance deliver such Guarantee (to the extent required by the Guarantee Requirement) no later than 30 days (or such longer period as the Administrative Agent and (iimay agree) true and complete copies of the certificate of incorporation and by-laws of the Borrower, certified as of after the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the BorrowerDate. (d) The Administrative Agent Agent, the Arrangers and the Lenders shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees required to be paidpaid on or prior to the Closing Date by the Borrower hereunder, and all expenses required to be paid and on or prior to the Closing Date by the Borrower hereunder for which invoices have been presented, on or before presented at least 3 Business Days prior to the Closing DateDate (which fees and expenses may be offset against the proceeds of the Loans). (i) The Specified Acquisition Agreement Representations shall be true and correct in all material respects and (ii) the Specified Representations shall be true and correct in all material respects. (f) Concurrently The Acquisition shall have been, or substantially concurrently with the effectiveness initial funding of this Agreementthe Loans shall be, consummated in accordance in all material respects with terms of the Acquisition Agreement and there shall have been no amendment, modification or waiver of any provision thereof or any consent provided thereunder, in each case which is materially adverse to the interests of the Lenders without each Arranger’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that (i) subject to clause (ii) below, any amendment, modification or waiver that results in a decrease of 20% or less in the consideration for the Acquisition shall be deemed not to be materially adverse to the interests of the Lenders, (ii) neither (x) any change in the purchase price pursuant to any purchase price or similar adjustment provision set forth in the Acquisition Agreement nor (y) the Borrower making the Transferred Assets Election or any purchase price reduction resulting from such Transferred Assets Election shall constitute an amendment, modification or waiver of any provision of the Acquisition Agreement (or any schedule or exhibit thereto) for purposes of this paragraph and does hereby(iii) terminate subject to clause (ii) above, any increase in the commitments under consideration for the Existing Credit Agreement Acquisition shall be deemed not to be materially adverse to the interests of the Lenders so long as funded with equity proceeds or cash on hand at the Borrower). (g) The Administrative Agent shall have received: (i) for each of the Borrower and its consolidated subsidiaries and MillerCoors and its consolidated subsidiaries, consolidated balance sheets and related statements of operations, stockholders’ equity/investment and cash flows for each of the three most recent fiscal years ended at least 45 days prior to the Closing Date (which shall be audited); (ii) for each of the Borrower and its consolidated subsidiaries and MillerCoors and its consolidated subsidiaries, consolidated balance sheets and related statements of operations and cash flows for each fiscal quarter ended after the end of its most recent fiscal year and ended at least 40 days prior to the Closing Date (which shall be subject to a SAS 100 or similar review by the Borrower’s or MillerCoors’s auditors, as applicable, but excluding the fourth fiscal quarter of any fiscal year) (it being understood that clauses (i) and (ii) all principal, interest and fees under the Existing Credit Agreement of this condition shall be paid in full. Any advance notice required in connection deemed satisfied upon the filing with such termination the Securities and Exchange Commission of the Borrower’s 10-K or prepayment is hereby waived by the Lenders (10-Q, as applicable, to the extent such Lenders financial statements are parties contained therein); and (iii) customary pro forma consolidated balance sheets and related statements of operations of the Borrower after giving effect to the Existing Credit AgreementTransactions based on the most recent financial statements delivered pursuant to clauses (i) and (ii) above (which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting). The Arrangers acknowledge receipt of all such financial statements described in clause (i) and (ii) above for any such period ending prior to the Effective Date. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.