Common use of Conditions to Effectiveness Clause in Contracts

Conditions to Effectiveness. This Amendment shall become effective when, and only when, the Administrative Agent shall have received fully executed originals, each in form and substance satisfactory to the Administrative Agent, of each of the following: (i) this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereof.

Conditions to Effectiveness. This Amendment shall become effective when, and only whenupon satisfaction or waiver of all of the following conditions precedent (the “Third Amendment Effective Date”): (a) the Administrative Agent, the Administrative Agent Ally Representative and the Blackstone Credit Representative shall have received fully executed originalscopies of: (i) this Amendment executed by each of the Loan Parties, the Blackstone Credit Representative, the Ally Representative, the Lenders and the Administrative Agent; (ii) that certain First Amendment to the Agreement Among ▇▇▇▇▇▇▇, dated as of the date hereof, executed by each of the Last Out Lenders (as defined therein), the First Out Lenders (as defined therein), First Out Lender Representative (as defined therein), Last Out Lender Representative (as defined therein) and Agent (as defined therein) (the “AAL Amendment”); (iii) the Third Amendment Intercreditor Agreement; (iv) the Second Lien Credit Agreement and the other Second Lien Loan Documents; and (v) that certain Mutual Release, dated as of the date hereof, by and among the Consenting Stakeholders (as defined therein), (b) the Third Amendment Transactions (including receipt of all regulatory approvals required in form connection with the Third Amendment Transactions) shall have been consummated and substance satisfactory all related definitive documentation shall have been executed and delivered to the Administrative Agent, of each of the following: Ally Representative and the Blackstone Credit Representative; (c) the Administrative Agent, the Ally Representative and the Blackstone Credit Representative shall have received: (i) this Amendment and the reaffirmation by all a customary legal opinion of the Guarantors; (iiA) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofALLP, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect special New York counsel to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments , addressed to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each caseSecured Party, in form and substance reasonably satisfactory to the Administrative AgentBlackstone Credit Representative and (B) if applicable, local counsel reasonably acceptable to the Blackstone Credit Representative in each jurisdiction where any of the Loan Parties is incorporated or organized, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative; (ii) customary lien searches and UCC searches; (A) a certificate, signed by an Responsible Officer of each Loan Party, and attested to by the secretary or any assistant secretary of such Loan Party, together with all (x) copies of the Organization Documents of such other agreementsLoan Party, opinions (y) the resolutions of such Loan Party referred to in such certificate, and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees (z) a signature and other amounts required pursuant incumbency certificate to the Fee Letter and Section 5 hereof. The effectiveness officers of this Amendment (other than Sections 4such persons executing the Loan Documents, 5in each case, 6 and 7 hereof) is conditioned upon the accuracy each of the representations foregoing shall be in form and warranties set forth substance reasonably acceptable to the Blackstone Credit Representative and Ally Representative, (B) certificates of good standing or status (to the extent that such concepts exist) from the applicable secretary of state (or equivalent authority) of the jurisdiction of organization or formation of each Loan Party (in Section 3 hereof.each case, to the extent applicable);

Conditions to Effectiveness. This Amendment shall become effective when, as of the date hereof only when the following conditions shall have been satisfied and only whennotice thereof shall have been given by the Agent to the Parent Guarantor, the Administrative Company and each Lender (the date of satisfaction of such conditions and the giving of such notice being referred to herein as the "Nineteenth Amendment Effective Date"): A. The Agent shall have received fully for each Lender counterparts hereof duly executed originalson behalf of the Parent Guarantor, each in form the Company, the Agent and substance the Required Lenders (or notice of the approval of this Amendment by the Required Lenders satisfactory to the Administrative Agent shall have been received by the Agent, of each ). B. The Agent shall have received: (1) Resolutions of the following: (i) Board of Directors or of the Executive Committee of the Board of Directors of the Company, the Parent Guarantor and the applicable Subsidiaries of the Company approving and authorizing the execution, delivery and performance of this Amendment and the reaffirmation amendments to the Collateral Documents described in Section 1.6 hereof, certified by all their respective corporate secretaries or assistant secretaries as being in full force and effect without modification or amendment as of the Guarantors; date of execution hereof by the Company, the Parent Guarantor or such Subsidiary, as the case may be; (ii2) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each A signature and incumbency certificate of the Assignment Agreements; officers of the Company, the Parent Guarantor and the applicable Subsidiaries of the Company executing this Amendment and the amendments to the Collateral Documents described in Section 1.6 hereof; (v3) For each Lender, an opinion, addressed to the Revolving Credit Loan Note Agent and each Lender, from Kramer Levin Naftalis & Frankel LLP, in favor of form and ▇▇▇▇▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇▇act▇▇▇ Fargo▇▇ the Agent; (4) Such other information, approvals, opinions, documents or instruments as the Agent may reasonably request; and (vii5) assignments of each Mortgage from BofA, as prior Administrative Agent for For the pro rata benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for calculated in accordance with the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties Percentages set forth in Section 3 1.5 hereof, a fee in the amount of $450,000.

Conditions to Effectiveness. This Amendment shall become effective whenon the date (the “Amendment Effective Date”) that each of the following conditions precedent has been fulfilled as determined by the Term Increase Lenders, Required Tranche A Lenders and the Required Tranche B Lenders, such date being January 29, 2018: a. This Amendment shall have been duly executed and delivered by Holdings, the Borrowers, the Guarantors, each of the Term Increase Lenders, each of the Lenders, each of the Buy-Out Parties, the Agent, and only when, each Cyrus Entity and the Administrative Agent shall have received fully counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. b. The Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed originalsby an Authorized Officer of the signing Loan Party, each dated as of the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date) and each in form and substance satisfactory to the Administrative AgentTerm Increase Lenders, Required Tranche A Lenders and the Required Tranche B Lenders: i. such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of each Loan Party as the Increase Term Lenders, Required Tranche A Lenders and the Required Tranche B Lenders may reasonably require evidencing (A) the authority of the following: (i) each Loan Party to enter into this Amendment and the reaffirmation by all of the Guarantors; other documents or instruments executed or to be executed in connection with this Amendment to which such Loan Party is a party or is to be a party and (iiB) the Fee Letter; identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with this Amendment and such other documents to which such Loan Party is a party or is to be a party (or, in the case of this clause (B), in the Increase Term Lender’s, Required Tranche A Lender’s and Required Tranche B Lender’s discretion “no change” certifications); ii. copies of each Loan Party’s organization or other governing documents and such other documents and certifications as the Increase Term Lenders, Required Tranche A Lenders and the Required Tranche B Lenders may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization and, with respect to each Loan Party granting a Mortgage, in good standing in each jurisdiction other than California where any Property owned by such Loan Party is located; iii) the Credit Agreement Agency Transition Agreement; (iv) . an opinion of counsel from each of the Assignment Agreements; (va) the Revolving Credit Loan Note in favor of Wachtell, Lipton, ▇▇▇▇▇ Fargo; & ▇▇▇▇, as special New York counsel, (vib) the Swing Line Loan Note in favor of Morris, Nichols, Arsht & Tunnel LLP, as Delaware local counsel and (c) ▇▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA▇▇▇▇▇▇▇ PLLC, as prior Administrative Agent Illinois, Michigan and Texas local counsel, to Holdings, the Borrowers, and the other Loan Parties, or such other firms as may be reasonably acceptable to the Term Increase Lenders, Required Tranche A Lenders and the Required Tranche B Lenders, addressed to the Agent, each Term Increase Lender (as defined in the Existing Term Loan Credit Agreement) and each Lender (as defined in the Amended Term Loan Credit Agreement) as to such matters as the Term Increase Lenders, Required Tranche A Lenders and the Required Tranche B Lenders may reasonably request; iv. a certificate signed by an Authorized Officer of Holdings and the Borrowers certifying (A) for the benefit of the Term Increase Lenders only, that the conditions specified in Section 4.02 of the Existing Term Loan Credit Agreement have been satisfied and that the Loan Parties, taken as a whole, are, and after giving effect to the Additional Term Increase will be, Solvent, (B) that the conditions specified in Section 4.02 of the Amended Term Loan Credit Agreement have been satisfied and (C) that the execution and delivery of this Amendment and the incurrence of the Loans, when incurred, will not conflict with, and the Liens on the Collateral granted pursuant to any Loan Document to secure the Loans are permitted by, the Material Documents; v. results of searches or other evidence reasonably satisfactory to the Term Increase Lenders, Required Tranche A Lenders and the Required Tranche B Lenders (in each case dated as of a date reasonably satisfactory to ▇▇▇▇▇ Fargothe Term Increase Lenders, as successor Administrative Agent Required Tranche A Lenders and the Required Tranche B Lenders) indicating the absence of Liens on the Collateral, except for the benefit Liens permitted by Section 6.02(a) of the Amended Term Loan Credit Agreement; and vi. such other customary certificates, documents or consents as the Term Increase Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver , Required Tranche A Lenders and notice letter with the Required Tranche B Lenders reasonably may require. c. With respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit effectiveness of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required Additional Term Increase pursuant to Section 1 hereof, the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties conditions set forth in Section 3 hereof4.02 of the Existing Term Loan Credit Agreement shall be satisfied, and, the Loan Parties, taken as a whole, are, and after giving effect to the Additional Term Increase will be, Solvent; d. The conditions set forth in Section 4.02 of the Amended Term Loan Credit Agreement shall be satisfied. e. Since January 30, 2017, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. f. The Borrowers shall have paid all reasonable, documented, out-of-pocket fees and expenses of the Agent, the Term Increase Lenders, the Lenders and the Cyrus Entities that have executed this Amendment.

Conditions to Effectiveness. This The effectiveness of this Amendment and the obligations of the Term B-2 Lenders to make the Term B-2 Loans shall become effective whenon the Amendment No. 2 Effective Date, which shall be the first Business Day on which the following conditions are satisfied or waived: (i) the Administrative Agent (or its counsel) shall have received counterparts of this Amendment or Consent that, when taken together, bear the signatures of (A) each Cashless Option Lender and only wheneach Post-Closing Option Lender, (B) the Administrative Agent, (C) Holdings, (D) the Borrower and (E) each Subsidiary Loan Party; (ii) The Administrative Agent shall have received from each Additional Term B-2 Lender an executed counterpart to the Joinder Agreement; (iii) The Administrative Agent shall have received a notice of Borrowing for the Additional Term B-2 Loans (whether in writing or by telephone) in accordance with Section 2 hereof; (iv) the Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (A) a written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, in a form and substance reasonably satisfactory to the Administrative Agent, as to matters substantially similar to those covered in the corresponding opinion delivered on the Effective Date and the Amendment No. 1 Effective Date; (B) the Administrative Agent shall have received fully executed originalsa certificate of each Loan Party as of the Amendment No. 2 Effective Date, each dated the Amendment No. 2 Effective Date, substantially in the form and substance satisfactory of Exhibit G to the Credit Agreement or such other form reasonably acceptable to the Administrative AgentAgent with appropriate insertions, executed by any Responsible Officer of such Loan Party, and attaching the documents referred to in clause (C) below; and (C) the Administrative Agent shall have received (i) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing (a) the execution, delivery and performance of the Amendment (including the reaffirmations set forth herein) (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the extensions of credit contemplated hereunder, certified as of the Amendment No. 2 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (ii) a good standing certificate as of a recent date from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (v) pursuant to Section 2.11(a)(i) of the Credit Agreement, substantially simultaneously with the closing of Amendment No. 2, the Borrower shall have paid to the Administrative Agent for the account of each Term Lender with an Initial Term Loan or an Incremental Term B-1 Loan immediately prior to the conversion of such Term Loans into Term B-2 Loans and, if applicable, the borrowing of the Additional Term B-2 Loans, a fee (the “Prepayment Premium”) equal to 1.00% of the sum of the aggregate outstanding principal amount of (x) Initial Term Loans and (y) the Incremental Term B-1 Loans, of each of Existing Lender immediately prior to the following: effectiveness hereof; (i) this Amendment and the reaffirmation by all of the Guarantors; (iivi) the Fee Letter; fees in the amounts previously agreed in writing by Citigroup Global Markets Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (iiithe “Amendment No. 2 Arrangers”) to be received on the Credit Agreement Agency Transition Agreement; Amendment No. 2 Effective Date and all reasonable and documented or invoiced out-of-pocket costs and expenses (iv) each of including the Assignment Agreements; (v) the Revolving Credit Loan Note in favor reasonable fees, charges and disbursements of ▇▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to & ▇▇▇▇▇▇▇ FargoLLP, as successor Administrative Agent counsel to the Amendment No. 2 Arrangers, and due diligence expenses) incurred in connection with the transactions contemplated hereby for which invoices have been presented at least one (1) Business Day prior to the benefit Amendment No. 2 Effective Date shall, upon the Borrowing of the Lenders; Term B-2 Loans, have been, or will be substantially simultaneously, paid in full; (viiivii) second amendments to each Mortgage; (ix) secretary certificates the representations and warranties of each Loan Party with attachments thereto; (x) a waiver set forth in the Section 5 of this Amendment shall be true and notice letter with respect to the Intercreditor Agreement; (xi) assignments of correct in all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower material respects on and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form Amendment No. 2 Effective Date before and substance satisfactory after giving effect to this Amendment No. 2 and the borrowing of the Term B-2 Loans and to the Administrative Agentapplication of proceeds therefrom; provided that, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the extent that such representations and warranties set forth specifically refer to an earlier date or period, they shall be true and correct in Section 3 hereofall material respects as of such earlier date or period; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such borrowing or on such earlier date, as the case may be (after giving effect to such qualification); and (viii) no Default or Event of Default shall have occurred and be continuing or would result from the incurrence of the Term B-2 Loans or from the application of the proceeds therefrom.

Conditions to Effectiveness. This Amendment The Existing Credit Agreement shall become effective whennot be deemed amended and restated by this Agreement and no Lender (including the Swingline Lender) shall have any obligation to make any Loan under this Agreement and no Issuing Bank shall have any obligation to issue any Letter of Credit under this Agreement, unless and only when, until each of the following conditions precedent shall have been satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received fully from each party hereto or thereto either (i) a counterpart of this Agreement, any Notes to be executed originalson the Closing Date, the Collateral Agreement, the other Security Documents and any other Loan Documents to be executed and delivered on the Closing Date, each signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement and such other documents. (b) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the Borrower and each Subsidiary Loan Party, the authorization of the Transactions by the Borrower and each Subsidiary Loan Party, the incumbency of each person signing any Loan Document on behalf of the Borrower or any Subsidiary Loan Party and any other legal matters relating to the Borrower and the Subsidiary Loan Parties, the Credit Agreement, the other Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the chief executive officer or the chief financial officer of the Borrower, confirming that, after giving effect to the provisions hereof (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of the Closing Date and (ii) no Default has occurred and is continuing on the Closing Date. (d) The Administrative Agent shall have received a Compliance Certificate signed by a Financial Officer of the Borrower setting forth pro forma compliance with the financial covenants set forth in Sections 6.12 and 6.13. (e) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including fees, charges and disbursements of counsel) required to be paid or reimbursed by any Loan Party under the Engagement Letter, the Fee Letter or the Loan Documents. (f) The Lenders shall have received the financial statements, opinions and certificates referred to in Section 3.04. (g) The Administrative Agent shall have received the annual financial projections for the Borrower and its consolidated Subsidiaries for the years 2024 through 2029, including a balance sheet statement of operations and cash flow (including the assumptions used in preparing such projections), in form and substance reasonably acceptable to the Administrative Agent. (h) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (i) The Collateral and Guarantee Requirement shall have been satisfied. The Administrative Agent shall have received a completed Perfection Certificate, dated the Closing Date and signed by an executive officer or a Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) 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 under Section 6.02 or have been, or substantially contemporaneously with the initial funding of Loans on the Closing Date will be, released. (j) The Administrative Agent shall have received evidence that the insurance required by Section 5.08 is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.08. (k) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the Closing Date) of each of the following: (i) this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of Faegre Drinker B▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇& R▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofALLP, as prior Administrative Agent counsel for the benefit of Borrower, and (ii) if requested by the LendersAdministrative Agent, to ▇▇▇▇▇ Fargo, as successor Administrative Agent local counsel for the benefit of the Lenders; (viii) second amendments to Borrower in each Mortgage; (ix) secretary certificates of each jurisdiction in which any Subsidiary Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofAis organized, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt laws of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents which are not covered by the Borrower and each Guarantor dated as of the date hereof opinion letter referred to in clause (i) above, in each case, case in form and substance reasonably satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, . (l) The Administrative Agent shall have received payment of all fees a certificate, dated the Closing Date and other amounts required pursuant to signed by the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon chief executive officer or the accuracy chief financial officer of the representations and warranties Borrower, confirming compliance with the conditions set forth in the first sentence of paragraph (i) of this Section 3 hereofand in paragraphs (a) and (b) of Section 4.02.

Conditions to Effectiveness. This Amendment shall become effective when, and only when, the Administrative Agent shall have received fully executed originals, each in form and substance satisfactory The effectiveness of this Agreement is subject to the satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent: (a) The Administrative Agent, of each ’s receipt of the following: , each of which shall be originals or in electronic format (followed promptly by originals) unless otherwise specified: (i) counterparts of this Amendment and Agreement executed by the reaffirmation by all of the Guarantors; Credit Parties; (ii) a Note executed by the Fee Letter; Borrower in favor of each Lender requesting a Note in writing; (iii) the Credit Agreement Agency Transition Agreement; Guaranty executed by the Guarantors; (iv) (A) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Credit Parties as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents (including, in the case of any Credit Party incorporated under the laws of the Cayman Islands, true, correct and up to date copies of the certificate of incorporation, memorandum and articles of association, register of directors, register of officers, register of members and register of mortgages and charges of such Credit Party) and (B) a good standing certificate (or equivalent) for each of the Assignment Agreements; Credit Parties from its jurisdiction of organization, registration or incorporation; (v) the Revolving Credit Loan Note in favor customary opinions of each of (A) ▇▇▇▇▇▇ Fargo; ▇▇▇▇▇▇, LLP and (viB) the Swing Line Loan Note in favor of ▇▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofAGroup, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory counsel to the Credit Parties, addressed to the Administrative AgentAgent and each Lender; (vi) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Section 4.01(b), together with Section 4.01(c), Section 4.01(d), and Section 4.01(f) have been satisfied; (vii) a certificate, in the form attached hereto as Exhibit G, from a Financial Officer of the Borrower; (viii) (A) at least three (3) Business Days prior to the date of this Agreement, all such documentation and other agreements, opinions and documents as information requested by the Administrative Agent may request. In additionor any Arranger, to the extent requested in writing of the Borrower at least 10 days prior to the date of this Agreement and that the Administrative Agent shall have received payment of all fees and other amounts the Arrangers reasonably determine is required pursuant by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and (B) to the Fee Letter and Section 5 hereof. The effectiveness extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the date of this Amendment Agreement, a Beneficial Ownership Certification in relation to the Borrower. (other than Sections 4, 5, 6 and 7 hereofb) is conditioned upon the accuracy Each of the representations and warranties set forth herein or in any other Loan Document shall be true and correct in all material respects on and as of the Restatement Effective Date; provided that any such representation or warranty which expressly relates to a given date or period shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be, and any representation and warranty that is qualified by or subject to a Material Adverse Effect or similar term or qualification shall be true and correct in all respects (after giving effect to any such qualification or materiality). (c) Immediately prior to, and immediately after giving effect to, the effectiveness of this Agreement, no Default or Event of Default shall have occurred and be continuing. (d) No event, occurrence, fact, condition or change shall have occurred since December 31, 2023 that individually or in the aggregate constitutes a Material Adverse Effect. (e) Any fees and expenses required to be paid on or before the Restatement Effective Date pursuant to the Loan Documents (but, with respect to expenses, only to the extent invoiced at least three (3) Business Days prior to the Restatement Effective Date) shall have been paid or shall have been authorized to be deducted from the proceeds of the funding of the Loans on the Restatement Effective Date. (f) All necessary legal and regulatory approvals with respect to the Transactions, if any, shall have been obtained. (g) All accrued and unpaid interest on the Loans (as defined in the Existing Credit Agreement) and all accrued and unpaid commitment fees in respect of the Commitments (as defined in the Existing Credit Agreement), as of the Restatement Effective Date, shall have been paid. (h) The Borrower shall have delivered to the Lenders (i) the audited financial statements for the fiscal year ended December 31, 2023 and the unaudited financial statements for the fiscal quarters ended March 31, 2024 and June 30, 2024, in each case, as required by Sections 6.01(i) and (ii) of the Existing Credit Agreement and (ii) pro forma financial statements as of the end of the fiscal year ended December 31, 2023, giving effect to the Transactions. Without limiting the generality of the provisions of Section 9.03(c), for purposes of determining compliance with the conditions specified in Section 3 hereof4.01, 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 Restatement Effective Date specifying its objection thereto.

Conditions to Effectiveness. This Amendment shall become effective when, and only whensubject to: (a) the receipt by the Administrative Agent (or its counsel) from each of the Borrower, the Administrative Agent and the Required Lenders, of either (i) an original counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) the receipt by the Administrative Agent (or its counsel) of either (i) an original counterpart of the Pledge Agreement signed on behalf of the parties signatory thereto or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of the Pledge Agreement) that such party has signed a counterpart of the Pledge Agreement. The Administrative Agent shall have received fully executed originalsall certificates representing such Equity Interests of all domestic subsidiaries pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank, each in form and substance satisfactory to the Administrative Agent, ; and the Borrower shall have taken all steps necessary under applicable United States law to perfect the Lien of the Administrative Agent in such Equity Interests; (c) the receipt by the Administrative Agent of either (i) an original counterpart of the Security Agreement signed on behalf of each of the following: grantors party thereto or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of the Security Agreement) that such party has signed a counterpart of the Security Agreement; (d) the receipt by the Administrative Agent of either (i) this Amendment and the reaffirmation by all an original counterpart of the Guarantors; Guaranty Agreement signed on behalf of GSBC Ohio Corporation in the form attached hereto as Annex VII or (ii) written evidence satisfactory to the Fee Letter; Administrative Agent (iiiwhich may include telecopy transmission of a signed signature page of the Guaranty Agreement) that such party has signed a counterpart of the Guaranty Agreement; (e) the Credit receipt by the Administrative Agent of either (i) an original counterpart of the Patent Security Agreement Agency Transition Agreement; (iv) signed on behalf of each of the Assignment Agreements; Loan Parties party thereto or (vii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of the Patent Security Agreement) that such party has signed a counterpart of the Patent Security Agreement; (f) the Revolving Credit receipt by the Administrative Agent of either (i) an original counterpart of the Trademark Security Agreement signed on behalf of each of the Loan Note in favor Parties party thereto or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of ▇▇▇▇▇ Fargo; a signed signature page of the Trademark Security Agreement) that such party has signed a counterpart of the Trademark Security Agreement; (vig) the Swing Line Loan Note in favor receipt by the Administrative Agent of ▇▇▇▇▇ Fargo; either (viii) assignments an original counterpart of the Perfection Certificates signed on behalf of each Mortgage from BofA, as prior of the Loan Parties party thereto or (ii) written evidence satisfactory to the Administrative Agent for the benefit (which may include telecopy transmission of a signed signature page of the Lenders, to ▇▇▇▇▇ Fargo, as successor Perfection Certificates) that such party has signed a counterpart of the Perfection Certificates; (h) the receipt by the Administrative Agent for the benefit of the Lenders; results of a search of the UCC filings (viii) second amendments or equivalent filings), in addition to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver tax Lien, judgment Lien, bankruptcy and notice letter litigation searches made with respect to each Loan Party, together with copies of the Intercreditor Agreement; financing statements and other filings (xior similar documents) assignments of all control agreements from BofAdisclosed by such searches, as prior and accompanied by evidence satisfactory to the Administrative Agent for that the benefit Liens indicated in any such financing statement and other filings (or similar document) are Permitted Encumbrances or have been released or will be released substantially simultaneously with execution of this Amendment; (i) the Lenders, to ▇▇▇▇▇ Fargo, as successor receipt by the Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each caseevidence, in form and substance satisfactory to the Administrative Agent, together that appropriate UCC (or equivalent) financing statements have been duly filed in such office or offices as may be necessary or, in the opinion of Administrative Agent, desirable, to perfect the Administrative Agent’s Liens in and to the Collateral; (j) the receipt by the Administrative Agent of evidence, in form and substance satisfactory to the Administrative Agent, of the submission for filing of the Trademark Security Agreement and Patent Security Agreement in the appropriate governmental office; (k) the receipt by the Administrative Agent of a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Agreement No. 1 Effective Date) of ▇▇▇▇▇▇ Beach PLLC, counsel for the Borrower, covering such matters relating to the Borrower, the Loan Parties, this Amendment, the joinder of GSBC Ohio Corporation to the Guaranty Agreement and the Collateral Documents as the Administrative Agent shall reasonably request; (l) the receipt by the Administrative Agent of such documents, resolutions 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 entering into and execution of this Amendment and the other Loan Documents, the granting of a security interest to the Administrative Agent, on behalf of the Lenders, in the Collateral, the pledging of the Equity Interests by the parties signatory to the Pledge Agreement, and any other legal matters relating to the Loan Parties, this Amendment or the other Loan Documents, all in form and substance satisfactory to the Administrative Agent and its counsel; (m) the receipt by the Administrative Agent of all fees due and payable to the Administrative Agent and the Lenders in immediately available funds; (n) the payment of all reasonable legal fees and disbursements for which invoices have been presented which have been incurred or sustained by the Administrative Agent in connection with all this Amendment and the Credit Agreement, the Loan Documents and any other related documents executed and/or delivered in connection therewith; and (o) the delivery to the Administrative Agent of such other items, documents, agreements, opinions and documents items or actions as the Administrative Agent may reasonably request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereof.

Conditions to Effectiveness. This Amendment shall become effective whenupon receipt by the Trustee of: (a) The Purchase Price; (b) a counterpart hereof, duly executed and only when, the Administrative Agent shall have received fully executed originals, each in form and substance satisfactory to the Administrative Agent, of delivered by each of the following: Company, the Master Servicer, the Servicers and the Trustee; (c) a consent to this Amendment, in the form of Annex A, from Capital Markets Assurance Corporation, as the Enhancement Provider and the Control Party for each of the Term Certificates, Series 1994-1, and VFC Certificates, Series 1996-1; (d) a secretary's certificate from each of the Company and the Master Servicer certifying (i) board resolutions authorizing the execution and delivery of this Amendment, (ii) the incumbency of the natural persons authorized to execute and deliver this Amendment, (iii) the charter and bylaws of the Company or the Master Servicer, as the case may be, being correct and in full force and effect and (iv) copies of "good standing" certificates issued by the Secretary of State of the State of Delaware, certifying that each of the Company and the Master Servicer, as the case may be, is in good standing and has paid all taxes due to the State of Delaware, and including as annexes thereto the certificate of incorporation of the Company or the Master Servicer, as the case may be; (e) an officer's certificate of a Responsible Officer of the Company certifying that this Amendment shall not adversely affect in any material respect the interests of the Series 1994-1 Term Certificateholders or the Series 1996-1 Initial VFC Certificateholder; (f) an opinion of counsel of P▇▇▇, Weiss, Rifkind, W▇▇▇▇▇▇ & G▇▇▇▇▇▇▇, counsel to the Company and the Master Servicer, opining as to (i) this Amendment being authorized pursuant to the Pooling Agreement, the Series 1994-1 Supplement and the reaffirmation by all of the Guarantors; Series 1996-1 Supplement, and (ii) all conditions precedent to the Fee Letterexecution, delivery and performance of this Amendment being satisfied in full; and (iiig) the Credit Agreement Agency Transition Agreement; (iv) written confirmation from each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of Standard & Poor's Corporation and M▇▇▇▇'▇ Fargo; (vi) Investors Service Inc. stating that the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver execution and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness delivery of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy will not result in a reduction or withdrawal of the representations rating of the Term Certificates. 4. Continuing Effect of the Pooling Agreement. Except as expressly amended, modified and warranties set forth supplemented hereby, the provisions of the Pooling Agreement are and shall remain in Section 3 hereoffull force and effect. 5. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAW. 6.

Conditions to Effectiveness. This Amendment Incremental Assumption Agreement No. 1 shall become effective whenon the date (the “Incremental Term B-1 Funding Date”) on which all of the following conditions have been satisfied (or waived by the parties hereto): (a) The Administrative Agent (or its counsel) shall have received (1) from each Borrower, each Loan Party that is a Subsidiary of the Lux Borrower and only wheneach of the Incremental Term B-1 Lenders (x) a counterpart of this Incremental Assumption Agreement No. 1 signed on behalf of such party or (y) written evidence reasonably satisfactory to the Administrative Agent and the Incremental Term B-1 Arrangers (which may include delivery of a signed signature page of this Incremental Assumption Agreement No. 1 by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Incremental Assumption Agreement No. 1 and (2) from the Parent and each other Loan Party that is not a Subsidiary of the Lux Borrower (other than the Lux Borrower) (x) an acknowledgment and consent to this Incremental Assumption Agreement No. 1 signed on behalf of such person or (y) written evidence reasonably satisfactory to the Administrative Agent and the Incremental Term B-1 Arrangers (which may include delivery of a signed signature page acknowledging and consenting to this Incremental Assumption Agreement No. 1 by facsimile or other means of electronic transmission (e.g., “pdf”)) that such person has signed an acknowledgment and consent to this Incremental Assumption Agreement No. 1. (b) The Administrative Agent shall have received fully executed originalsa completed supplement to the Perfection Certificate, dated the Incremental Term B-1 Funding Date and signed by a Responsible Officer of each Borrower, solely with respect to Questcor and its subsidiaries that will be Subsidiary Loan Parties, 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 form the jurisdictions contemplated by the Perfection Certificate and substance 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 under this Incremental Assumption Agreement No. 1, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made). (c) The Collateral Agent shall have received (i) from the Parent, the Lux Borrower, the Co-Borrower, MIL and MIP, a counterpart of each Irish Incremental Security Document to which such Person is a party, (ii) from the Lux Borrower and Mallinckrodt Group S.à ▇.▇., a counterpart of the Lux Incremental Security Confirmation Document, (iii) from Swiss Holdco, Swiss ▇▇▇▇▇ and the Lux Borrower, a counterpart of the Swiss Incremental Security Document, (iv) from the UK Holdco and the Lux Borrower, a counterpart of the UK Debenture, (v) from each of MIL and MIP, evidence that it has carried out a financial assistance whitewash pursuant to Section 60(2)-(11) of the Companies ▇▇▇ ▇▇▇▇ of Ireland, (vi) from Cadence, a copy of the subordination terms applicable to any Indebtedness or Guarantee of Indebtedness (other than Guarantees of the Obligations and any other Indebtedness permitted under the Credit Agreement which is secured by Other First Liens) of the Cadence IP Licensee, which subordination terms shall be reasonably satisfactory to the Administrative Agent, of (vii) from the UK Holdco, MIL, MIP, Cadence, ARD Holdings, Questcor and each of its Subsidiaries that qualifies as a “Subsidiary Loan Party” (other than the following: Inactive Entities), a counterpart of a joinder to the Subsidiary Guarantee Agreement and (viii) from (A) the UK Holdco, MIL, Cadence and ARD Holdings and (B) subject to the final paragraph of this Article IV, Questcor and each of its Subsidiaries that qualifies as a “Subsidiary Loan Party” (other than the Inactive Entities), a counterpart of a joinder to the U.S. Collateral Agreement, in each case duly executed and delivered on behalf of such person and in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received, on behalf of itself, the Incremental Term B-1 Lenders and the Lenders under the Credit Agreement, a written opinion of (i) this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of Wachtell, Lipton, ▇▇▇▇▇ Fargo; & ▇▇▇▇, as New York counsel for the Loan Parties, (viii) the Swing Line Loan Note in favor of ▇▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to Arsht & ▇▇▇▇▇▇▇ FargoLLP, as successor Delaware counsel for the Loan Parties, (iii) Advisors LLP, as California counsel for the Loan Parties, (iv) ▇▇▇▇▇▇ ▇▇▇, as Irish counsel for the Loan Parties, (v) Eversheds, as Irish counsel for the Administrative Agent, (vi) ▇▇▇▇▇ & ▇▇▇▇▇, société en commandite simple, (Luxembourg), as Luxembourg counsel for the Loan Parties, (vii) NautaDutilh Avocats Luxembourg, as Luxembourg counsel for the Administrative Agent, (viii) ▇▇▇▇▇▇▇ ▇▇, as Swiss counsel for the Loan Parties, and (ix) White & Case LLP, as English law counsel for the Administrative Agent, in each case (A) dated the Incremental Term B-1 Funding Date (except the opinion of White & Case LLP, which shall be dated August 13, 2014), (B) addressed to the Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to Incremental Term B-1 Lenders and other Lenders on the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; Incremental Term B-1 Funding Date and (xixC) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance reasonably satisfactory to the Administrative Agent, together with all Agent and the Incremental Term B-1 Arrangers covering such other agreements, opinions and documents matters relating to this Incremental Assumption Agreement No. 1 as the Administrative Agent may or the Incremental Term B-1 Arrangers shall reasonably request. In addition, . (e) The Administrative Agent shall have received payment a certificate of all fees and the Secretary or Assistant Secretary or Director or similar officer of each Loan Party signatory to any agreement or other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment document referenced in paragraph (b) or (c) above (other than Sections 4the Lux Borrower, 5, 6 Swiss Holdco and 7 hereofSwiss ▇▇▇▇▇) is conditioned upon dated the accuracy Incremental Term B-1 Funding Date and certifying: 1. a copy of the representations certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and warranties set forth governing documents, including all amendments thereto, of such Loan Party, (A) certified (to the extent available in Section 3 hereof.any non-U.S. jurisdiction) as of a recent date by the Secretary of State (or other similar official or Governmental Authority in the case of any Loan Party organized outside the United States of America) of the jurisdiction of its organization, or (B) otherwise certified by the Secretary or Assistant Secretary or Director or similar officer of such Loan Party or other person duly authorized by the constituent documents of such Loan Party; 2. a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official or Governmental Authority in the case of any Loan Party organized outside the United States of America);

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above when, and only when, , (a) the Administrative Agent shall have received fully executed originals, each in form and substance satisfactory to the Administrative Agent, of each of the following: received: (i) counterparts of this Amendment duly executed and delivered by the Borrowers, the Subsidiary Guarantors, the Administrative Agent and the reaffirmation by all of the Guarantors; Required Lenders; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Fee Letter; secretary or an assistant secretary of each Borrower and the Subsidiary Guarantors, as the Administrative Agent may timely request to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment, including a certificate certifying and attaching the resolutions adopted by each Borrower approving or consenting to the Extension (or if the Borrowers’ resolutions delivered pursuant to Section 4.01(a)(iii) of the Credit Agreement provided for the Extension, certifying that such resolutions have not been amended, modified or rescinded and remain in full force and effect); (iii) such evidence as the Credit Agreement Agency Transition Agreement; Administrative Agent may reasonably request to verify that each Loan Party is duly organized or formed, validly existing and in good standing in the jurisdiction where organized; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor certificate dated as of the date hereof signed by a Responsible Officer of the Parent Borrower (1) certifying as to the matters set forth in each caseSection 4(a) and Section 4(b) above and (2) attaching, and certifying that such attachment is a true, correct and complete copy of, that certain Note Purchase Agreement dated as of the date hereof (the “Note Purchase Agreement”), by and among the Parent Borrower and the purchasers party thereto, duly executed and delivered by the parties thereto and in form and substance reasonably satisfactory to the Administrative Agent; and (v) counterparts of that certain Amended and Restated Subordination Agreement by and among the Borrowers, together with all such other agreements, opinions the Loan Parties and documents as EEP in favor of the Administrative Agent may request. In addition, Administrative Agent and the other holders of Senior Indebtedness substantially in the form of Annex A attached hereto; and (b) the Parent Borrower shall have received payment of (i) paid all fees and other amounts required pursuant it has agreed to pay in connection with this Amendment, including, without limitation, the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties fees set forth in Section 3 hereofthat certain letter dated August 12, 2014 from the Parent Borrower to the Administrative Agent, and (ii) reimbursed or paid, to the extent timely invoiced to, and reviewed by, the Parent Borrower, all out-of-pocket expenses required to be reimbursed or paid by the Parent Borrower under the Credit Agreement.

Conditions to Effectiveness. This The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent or concurrent: (a) this Amendment shall become effective whenhave been duly executed and delivered by the Loan Parties, the Administrative Agent and only when, the Lenders; (b) the Omnibus Affirmation Agreement dated as of the date hereof among the Loan Parties and the Administrative Agent shall have been duly executed and delivered by the Loan Parties and the Administrative Agent; (c) the Administrative Agent shall have received fully a fully-executed originalsCommitted Loan Notice for the Term Loans to be advanced on the Amendment No. 2 Effective Date; (d) the Administrative Agent shall have received a favorable opinion of Weil, Gotshal, & ▇▇▇▇▇▇, LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent; (e) the Administrative Agent shall have received a favorable opinion of McGuireWoods LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent; (f) the Administrative Agent shall have received certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party and attaching copies of the Organization Documents of each Loan Party certified as of a recent date or certifying that such Organization Documents have not been modified since previously delivered to the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent; (g) the Administrative Agent shall have received a Certificate of Good Standing from the relevant jurisdiction of formation or incorporation with respect to each Loan Party; (h) each Lender requesting a Note shall have received a Term Note duly executed by the Borrower in favor of such Lender, amending and restating the Term Note previously delivered to such Lender, each in form and substance satisfactory to the Administrative Agent, of each of the following: such Lender; (i) this Amendment the Administrative Agent shall have received a certificate from the chief financial officer of each Loan Party, in form and substance reasonably satisfactory to the reaffirmation by all Administrative Agent attesting to (i) the Solvency of the Guarantors; Loan Parties, taken as a whole, before and after giving effect to the extension of Loans on the Amendment No. 2 Effective Date, and (ii) that Holdings and its Subsidiaries have a Consolidated Total Lease Adjusted Leverage Ratio for the Fee Lettertwelve (12) month period ending as of December 29, 2013 of no more than 5.50 to 1.00 after giving effect to the Amendment No. 2 Transactions; provided that any reference to “Measurement Period” in the definition of Consolidated Total Lease Adjusted Leverage Ratio and any component definition thereof shall instead refer to the twelve (iii12) month period ending as of December 29, 2013; (j) the Credit Agreement Agency Transition Agreement; representations and warranties set forth in Section 5 hereof shall be true and correct; (ivk) each (i) all fees required to be paid to the Administrative Agent and the Lead Arranger on the Amendment No. 2 Effective Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Amendment No. 2 Effective Date shall have been paid (or shall be paid concurrently with the closing of the Assignment Agreements; Amendment); (vl) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each caseshall have received evidence, in form and substance satisfactory to the Administrative Agent, together with that all such other agreements, opinions and documents as action that the Administrative Agent may requestreasonably deem necessary or desirable in order to perfect the Liens created under the Collateral Documents has been taken; (m) the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced on or prior to the Amendment No. In addition, 2 Effective Date; and (n) the Administrative Agent shall have received payment an updated Compliance Certificate as of all fees and other amounts required pursuant December 29, 2013 signed by the chief executive officer, chief financial officer, treasurer or controller of Holdings, amended to give pro forma effect to the Fee Letter and Section 5 hereofAmendment No. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereof.2

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective whenon the Amendment No. 3 Effective Date, which shall be the first Business Day on which the following conditions are satisfied or waived: (i) the Administrative Agent (or its counsel) shall have received counterparts of this Amendment or Consent that, when taken together, bear the signatures of (A) each Revolving Lender, (B) the Administrative Agent, (C) Holdings, (D) the Borrower and only when(E) each Subsidiary Loan Party; (ii) the Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (A) a written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, in a form and substance reasonably satisfactory to the Administrative Agent, as to matters substantially similar to those covered in the corresponding opinion delivered on the Effective Date and the Amendment No. 2 Effective Date; (B) the Administrative Agent shall have received fully executed originalsa certificate of each Loan Party as of the Amendment No. 3 Effective Date, each dated the Amendment No. 3 Effective Date, substantially in the form and substance satisfactory of Exhibit G to the Credit Agreement or such other form reasonably acceptable to the Administrative AgentAgent with appropriate insertions, executed by any Responsible Officer of each of such Loan Party, and attaching the following: documents referred to in clause (C) below; and (C) the Administrative Agent shall have received (i) this Amendment and the reaffirmation by all resolutions of the Guarantors; Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of the Amendment (including the reaffirmations set forth herein) (and any agreements relating thereto) to which it is a party, certified as of the Amendment No. 3 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (ii) a good standing certificate as of a recent date from the Fee Letter; applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (iii) the Credit Agreement Agency Transition Agreement; fees in the amounts previously agreed in writing by Citigroup Global Markets Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (ivthe “Amendment No. 3 Arrangers”) each of to be received on the Assignment Agreements; Amendment No. 3 Effective Date and all reasonable and documented or invoiced out-of-pocket costs and expenses (v) including the Revolving Credit Loan Note in favor reasonable fees, charges and disbursements of ▇▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to & ▇▇▇▇▇▇▇ FargoLLP, as successor Administrative Agent counsel to the Amendment No. 3 Arrangers, and due diligence expenses) incurred in connection with the transactions contemplated hereby for which invoices have been presented at least one (1) Business Day prior to the benefit of Amendment No. 3 Effective Date shall have been, or will be substantially simultaneously, paid in full; (iv) the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates representations and warranties of each Loan Party with attachments thereto; (x) a waiver set forth in the Section 4 of this Amendment shall be true and notice letter with respect to the Intercreditor Agreement; (xi) assignments of correct in all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower material respects on and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each caseAmendment No. 3 Effective Date before and after giving effect to this Amendment No. 3; provided that, in form and substance satisfactory to the Administrative Agent, together with all extent that such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth specifically refer to an earlier date or period, they shall be true and correct in Section 3 hereofall material respects as of such earlier date or period; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such borrowing or on such earlier date, as the case may be (after giving effect to such qualification); and (v) no Default or Event of Default shall have occurred and be continuing.

Conditions to Effectiveness. This Amendment Upon the satisfaction of each of the following conditions, this Agreement shall become be deemed to be effective when(the date such conditions are satisfied, and only when, the “Effective Date”): (a) the Administrative Agent shall have received fully counterparts of this Agreement (including all Exhibits hereto) executed originalsby the Administrative Agent, the Required Lenders and the Borrowers; (b) the Administrative Agent shall have received counterparts of the Guarantor Consent executed by each Person that was a Guarantor immediately prior to the Third Amendment Closing Date; (c) the Administrative Agent shall have received a Joinder Agreement from IMN Data Storage LLC; (d) the Administrative Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral (including, without limitation, Intellectual Property), as well as UCC, Lien and Intellectual Property searches and other evidence satisfactory to the Administrative Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens; (e) the Administrative Agent shall have received (i) a Mortgage for the Real Estate of Imation comprising Imation’s corporate headquarters at ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ and (ii) the Related Real Estate Documents for such Real Estate; (f) the Administrative Agent shall have received Deposit Account Control Agreements executed by each depositary institution and Loan Party, as applicable, in form and substance substances satisfactory to the Administrative Agent, of each of the following: ; (i) this Amendment and the reaffirmation by all of the Guarantors; (iig) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit shall have received a Notice of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit Grant of the Lenders; (viii) second amendments to Security Interest in Patents executed by each Mortgage; (ix) secretary certificates of each applicable Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each caseParty, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, ; (h) the Administrative Agent shall have received payment a Notice of all fees Grant of Security Interest in Trademarks executed by each applicable Loan Party, in form and other amounts required pursuant substance satisfactory to the Fee Letter Administrative Agent; (i) the Administrative Agent shall have received a Notice of Grant of Security Interest in Copyrights executed by each applicable Loan Party, in form and Section 5 hereof. The effectiveness substance satisfactory to the Administrative Agent; (j) the Administrative Agent shall have received the Security and Pledge Agreement, executed by each applicable Loan Party; (k) the Administrative Agent shall have received satisfactory evidence that the Liens in favor of the Administrative Agent on the equity interests of the First-Tier Foreign Subsidiaries required to be pledged have been validly created, are enforceable and have been perfected under the laws of each applicable jurisdiction; (l) the Administrative Agent shall have received certificates, in form and substance satisfactory to it, from a Responsible Officer of each Borrower certifying that, after giving effect to this Amendment and the transactions hereunder, (other than Sections 4, 5, 6 and 7 hereofi) such Borrower is conditioned upon the accuracy Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 3 hereofArticle V of the Credit Agreement are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents; (m) the Administrative Agent shall have received a certificate of a Responsible Officer of each Loan Party, certifying (i) that attached copies of such Loan Party’s Organization Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents (the Administrative Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Loan Party in writing); (n) the Administrative Agent shall have received copies of the charter documents of each Loan Party, certified by the Secretary of State or other appropriate official of such Loan Party’s jurisdiction of organization; (o) the Administrative Agent shall have received good standing certificates for each Loan Party, issued by the Secretary of State or other appropriate official of such Loan Party’s jurisdiction of organization and each other jurisdiction reasonably requested by the Administrative Agent where such Loan Party’s conduct of business or ownership of Property necessitates qualification; (p) the Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and Imation’s General Counsel, as well as any local counsel in respect of the Real Estate subject to a Mortgage to the Borrowers, in form and substance satisfactory to the Administrative Agent; (q) the Administrative Agent shall have completed its business, financial and legal due diligence of the Loan Parties, including such collateral reviews, field examinations, audits, appraisals, assessments and other reviews by the Administrative Agent and/or third parties, as the Administrative Agent deems appropriate; (r) the Administrative Agent shall have received all original stock certificates or other certificates evidencing the equity interests pledged pursuant to the Collateral Documents, together with an undated stock/membership power for each such certificate duly executed in blank by the registered owner thereof; (s) the Administrative Agent shall have received executed agreements, documents, instruments, financing statements, consents, landlord waivers, documents indicating compliance in all material respects with all applicable federal and state environmental laws and regulations, evidences of corporate authority, and such other documents to confirm and effectuate this Amendment and first priority Liens in the Collateral, as may be reasonably required by the Administrative Agent and its counsel; (t) no material adverse change shall have occurred, in the opinion of the Administrative Agent or Banc of America Securities LLC (“BAS”), in the business, assets, properties, liabilities, operations, condition or prospects of the Borrowers since December 31, 2008; (u) no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that in the Administrative Agent’s or BAS’ judgment could reasonably be expected to have a Material Adverse Effect; (v) the Administrative Agent and BAS shall have received, in form and substance satisfactory to them, (i) monthly financial projections of the Borrowers through ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) annual financial projections of the Borrowers through the fiscal year ending December 31, 2012, and (iii) interim financial statements for the Borrowers as of a date not more than 45 days prior to the Third Amendment Closing Date; (w) the Administrative Agent shall have received Insurance Assignments and certificates of insurance with respect to the Borrowers’ property and liability insurance, together with a loss payable endorsement naming the Administrative Agent as loss payee, all in form and substance satisfactory to the Administrative Agent; (x) the Administrative Agent shall have received satisfactory evidence that the Borrowers have received all governmental and third party consents and approvals as may be appropriate in connection with this Amendment and the transactions contemplated hereby; (y) the Administrative Agent shall be satisfied with all environmental aspects relating to each Borrower and its Real Estate, including all environmental reports as may be required by the Administrative Agent; (z) the Administrative Agent shall be satisfied with the Borrowers’ capital structure and indebtedness, including the Administrative Agent’s receipt of satisfactory evidence that the Borrowers are adequately capitalized, that the fair saleable value of the Borrowers’ assets will exceed its liabilities on the Third Amendment Closing Date, and that the Borrowers will have sufficient working capital to pay its debts as they become due; (aa) the Borrowers shall have paid all fees and expenses to be paid to the Administrative Agent and the Lenders in connection with this Amendment, the Fee Letter dated as of April 8, 2009, the Credit Agreement and the other Loan Documents; and (bb) the Administrative Agent shall have received a Borrowing Base Certificate prepared as of the Third Amendment Closing Date and, upon giving effect to the initial funding of the Loans and issuance of Letters of Credit to be made on the Third Amendment Closing Date, the payment by the Borrowers of all fees and expenses incurred in connection herewith, as well as any payables stretched beyond their customary payment practices, Availability shall be at least $100,000,000.

Conditions to Effectiveness. This The effectiveness of this Amendment and the obligations of the Incremental Term B-1 Lenders to make the Incremental Term B-1 Loans shall become effective whenon the Amendment No. 1 Effective Date, which shall be the first Business Day on which the following conditions are satisfied or waived: (i) the Administrative Agent (or its counsel) shall have received counterparts of this Amendment that, when taken together, bear the signatures of (A) Holdings, (B) the Borrower, (C) each Subsidiary Loan Party, (D) the Required Lenders and only when, (vii) each Incremental Term B-1 Lender; (ii) the Administrative Agent shall have received fully executed originals, each notice of Borrowing for the Incremental Term B-1 Loans (whether in form and substance satisfactory to writing or by telephone) meeting the Administrative Agent, requirements of each Section 2.03 of the following: (i) this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; Credit Agreement; (iii) the Credit Agreement Agency Transition Agreement; (iv) Administrative Agent’s receipt of the following, each of the Assignment Agreements; which shall be originals or facsimiles or electronic copies (vfollowed promptly by originals) the Revolving Credit Loan Note in favor unless otherwise specified: (A) a written opinion of ▇▇▇▇▇▇▇ Fargo; ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties (viaddressed to the Administrative Agent and each Existing Lender and Incremental Term B-1 Lender on the Amendment No. 1 Effective Date), as to matters substantially similar to those covered in the corresponding opinion delivered on the Effective Date; (B) the Swing Line Administrative Agent shall have received a certificate of each Loan Note Party as of the Amendment No. 1 Effective Date, dated the Amendment No. 1 Effective Date, substantially in favor the form of Exhibit G to the Credit Agreement or such other form reasonably acceptable to the Administrative Agent with appropriate insertions, executed by any Responsible Officer of such Loan Party, and attaching the documents referred to in clause (C) below; and (C) the Administrative Agent shall have received (i) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing (a) the Additional Specified Dividend, (b) the execution, delivery and performance of the Amendment (including the reaffirmations set forth herein) (and any agreements relating thereto) to which it is a party and (c) in the case of the Borrower, the extensions of credit contemplated hereunder, certified as of the Amendment No. 1 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment; and (ii) a good standing certificate as of a recent date from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (iv) the Borrower shall have paid to the Administrative Agent for the account of each Existing Lender that delivers to the Administrative Agent (or its counsel), prior to 5:00 p.m. (New York City time) on December 4, 2012 (the “Delivery Time”), an executed counterpart of this Amendment indicating its consent to the amendments contained herein, a fee (the “Consent Fees”) in an amount equal to 0.125% of the sum of the aggregate outstanding principal amount of (x) Initial Term Loans and (y) the Revolving Credit Commitment (whether used or unused), of each Existing Lender immediately prior to the effectiveness hereof; (v) the fees in the amounts previously agreed in writing by the Incremental Term B-1 Arrangers to be received on the Amendment No. 1 Effective Date and all reasonable and documented or invoiced out-of-pocket costs and expenses (including the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to & ▇▇▇▇▇▇▇ FargoLLP, as successor Administrative Agent counsel to the Incremental Term B-1 Arrangers, and due diligence expenses) incurred in connection with the transactions contemplated hereby for which invoices have been presented at least one (1) Business Day prior to the benefit Amendment No. 1 Effective Date shall, upon the Borrowing of the Lenders; Incremental Term B-1 Loans, have been, or will be substantially simultaneously, paid in full (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and which amounts may be offset against the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as proceeds of the date hereof in each case, in form and substance satisfactory to Incremental Term B-1 Loans); (vi) the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received a certificate from the chief financial officer of the Borrower in the form of Exhibit H to the Credit Agreement certifying as to the Solvency of the Borrower and its Restricted Subsidiaries on a consolidated basis after giving effect to the consummation of the transactions contemplated by the Amendment, the Borrowings of the Incremental Term B-1 Loans and the use of proceeds therefrom (including the payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment Additional Specified Dividend); (other than Sections 4, 5, 6 and 7 hereofvii) is conditioned upon the accuracy of the representations and warranties of each Loan Party set forth in the Section 3 hereof6 of this Amendment shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date before and after giving effect to this Amendment No. 1 and the borrowing of the Incremental Term B-1 Loans and to the application of proceeds therefrom; provided that, to the extent that such representations and warranties specifically refer to an earlier date or period, they shall be true and correct in all material respects as of such earlier date or period; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such borrowing or on such earlier date, as the case may be (after giving effect to such qualification); and (viii) no Default or Event of Default shall have occurred and be continuing or would result from the incurrence of the Incremental Term B-1 Loans or from the application of the proceeds therefrom.

Conditions to Effectiveness. This Incremental Amendment shall become effective when, upon the satisfaction of the conditions set forth below: (a) there shall exist no Default both immediately before and only when, after giving effect to this Incremental Amendment; (b) the Administrative Agent shall have received fully a counterpart signature page to this Incremental Amendment, duly executed originalsand delivered by the Borrower, each in form and substance satisfactory to the Administrative Agent, of each Guarantor, the owners of the following: (i) this Amendment and the reaffirmation by all Capital Stock of the Guarantors; Borrower (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) “Pledgors”), the Revolving Credit Loan Note in favor Lenders electing to rollover their Revolving Credit Commitments into Tranche A Revolving Commitments, the Additional Revolving Lenders and the Term B-2 Lenders; (c) the Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders, the Nexstar Swing Line Lender and the Nexstar L/C Issuer, an opinion of ▇▇▇▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of & ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofALLP, as prior Administrative Agent counsel for the benefit of Borrower, the Lendersother Mission Entities and the Nexstar Entities, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect addressed to the Intercreditor Agreement; (xi) assignments of all control agreements from BofANexstar L/C Issuer, as prior the Administrative Agent, the Collateral Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments Lenders and permitted to the existing financing statements; (xvii) title endorsements be relied upon by any persons who become Lenders pursuant to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each casethis Incremental Amendment, in form and substance reasonably satisfactory to the Administrative Agent, together Agent and customary for senior secured credit facilities in transactions of this kind (including a customary no conflicts opinion consistent with all such other agreements, opinions and documents as Administrative Agent may request. In addition, that provided pursuant to Section 4.01(g)), (d) the Administrative Agent shall have received payment (x) certificates of all fees good standing from the applicable secretary of state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and other amounts required pursuant capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Incremental Amendment, (y) a certificate of a Responsible Officer of the Borrower certifying (A) as to compliance with clauses (i) through (iii) of the proviso to Section 2.14(a) of the Credit Agreement and (B) attaching the resolutions adopted by the Borrower approving or consenting to the Fee Incremental Amendment and (z) a certificate of a Responsible Officer of the Borrower designating the Tranche A Revolving Commitments as “Refinancing Revolving Commitments”; (e) the Administrative Agent shall have received an amended and restated Revolver Reallocation Letter duly executed by the Consenting Revolving Lenders and Section 5 hereof. The effectiveness of this the Additional Revolving Lenders; (f) the Administrative Agent shall have received a Loan Notice on or prior to the Second Incremental Amendment Closing Date; (other than Sections 4, 5, 6 and 7 hereofg) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereofthis Incremental Amendment shall be true and correct in all material respects as of the date of this Incremental Amendment (except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (2) that any representation or warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects); (h) the Nexstar Credit Agreement shall be amended on substantially similar terms for the Nexstar Borrower as the terms set forth in this Incremental Amendment; (i) the Administrative Agent shall have received a Term B-2 Loan Note executed by the Borrower in favor of each Lender requesting a Term B-2 Loan Note; (j) the Administrative Agent shall have received a Revolving Credit Note executed by the Borrower in favor of each Additional Revolving Lender requesting a Revolving Credit Note; (k) the Administrative Agent shall have received evidence of payment of all fees required to be paid on the Second Incremental Amendment Closing Date pursuant to the Second Incremental Amendment Arranger Fee Letter; (l) the Borrower shall have paid all reasonable invoiced fees and expenses of the Administrative Agent’s counsel, ▇▇▇▇▇▇▇▇ PC, and the Administrative Agent shall have received evidence of payment of all other reasonable and documented out-of-pocket costs and expenses (including, without limitation, legal fees and expenses) that have been invoiced prior to the effective date of this Incremental Amendment. Simultaneously with effectiveness, (i) the Revolving Credit Lenders under the Existing Credit Agreement shall have been paid all accrued fees on their Revolving Credit Commitments to, but not including, the Second Incremental Amendment Closing Date and (ii) the Revolving Credit Lenders under the Existing Credit Agreement shall have been paid all accrued and unpaid interest on their outstanding Revolving Credit Loans to, but not including, the Second Incremental Amendment Closing Date.

Conditions to Effectiveness. This Amendment shall become effective when, and only when, the Administrative Agent shall have received fully executed originals, each in form and substance satisfactory The effectiveness of this Agreement is subject to the satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent: (a) The Administrative Agent, of each ’s receipt of the following: , each of which shall be originals or in electronic format (followed promptly by originals) unless otherwise specified: (i) counterparts of this Amendment and Agreement executed by the reaffirmation by all of the Guarantors; Credit Parties; (ii) a Note executed by the Fee Letter; Borrower in favor of each Lender requesting a Note in writing; (iii) the Credit Agreement Agency Transition Agreement; Guaranty executed by the Guarantors; (iv) (A) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Credit Parties as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents (including, in the case of any Credit Party incorporated under the laws of the Cayman Islands, true, correct and up to date copies of the certificate of incorporation, memorandum and articles of association, register of directors, register of officers, register of members and register of mortgages and charges of such Credit Party) and (B) a good standing certificate (or equivalent) for each of the Assignment Agreements; Credit Parties from its jurisdiction of organization, registration or incorporation; (v) the Revolving Credit Loan Note in favor customary opinions of each of (A) ▇▇▇▇▇▇ Fargo; ▇▇▇▇▇▇, LLP, (viB) the Swing Line Loan Note in favor of ▇▇▇▇▇▇ Fargo; Group and (viiC) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ FargoLimited, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory counsel to the Credit Parties, addressed to the Administrative AgentAgent and each Lender; (vi) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Section 4.01(b), together with Section 4.01(c) and Section 4.01(d) have been satisfied; (vii) a certificate, in the form attached hereto as Exhibit G, from a Financial Officer of the Borrower; and (viii) (A) at least three (3) Business Days prior to the date of this Agreement, all such documentation and other agreements, opinions and documents as information requested by the Administrative Agent may request. In additionor any Arranger, to the extent requested in writing of the Borrower at least 10 days prior to the date of this Agreement and that the Administrative Agent shall have received payment of all fees and other amounts the Arrangers reasonably determine is required pursuant by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and (B) to the Fee Letter and Section 5 hereof. The effectiveness extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the date of this Amendment Agreement, a Beneficial Ownership Certification in relation to the Borrower. (other than Sections 4, 5, 6 and 7 hereofb) is conditioned upon the accuracy Each of the representations and warranties set forth herein or in any other Loan Document shall be true and correct in all material respects on and as of the Restatement Effective Date; provided that any such representation or warranty which expressly relates to a given date or period shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be, and any representation and warranty that is qualified by or subject to a Material Adverse Effect or similar term or qualification shall be true and correct in all respects (after giving effect to any such qualification or materiality). (c) Immediately prior to, and immediately after giving effect to, the effectiveness of this Agreement, no Default or Event of Default shall have occurred and be continuing. (d) Any fees and expenses required to be paid on or before the Restatement Effective Date pursuant to the Loan Documents (but, with respect to expenses, only to the extent invoiced at least three (3) Business Days prior to the Restatement Effective Date) shall have been paid or shall have been authorized to be deducted from the proceeds of the funding of the Loans on the Restatement Effective Date. (e) All accrued and unpaid interest on the Loans (as defined in the Existing Credit Agreement) and all accrued and unpaid commitment fees in respect of the Commitments (as defined in the Existing Credit Agreement), as of the Restatement Effective Date, shall have been paid. Without limiting the generality of the provisions of Section 9.03(c), for purposes of determining compliance with the conditions specified in Section 3 hereof4.01, 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 Restatement Effective Date specifying its objection thereto.

Conditions to Effectiveness. This Amendment shall become effective when, The effectiveness of this Agreement and only whenthe obligations of the Incremental Lenders to make Loans under the Incremental Revolving Facility Commitments hereunder are subject to the satisfaction or waiver of each of the following conditions (the date on which such conditions are satisfied or waived, the “Effective Date”): (a) The Administrative Agent shall have received fully (i) a counterpart of this Agreement, executed originalsand delivered by the Borrower and each Incremental Lender party hereto, each (ii) a reaffirmation agreement in form and substance reasonably satisfactory to the Administrative Agent, of executed and delivered by each of the following: (i) this Amendment Loan Parties with respect to its obligations and the reaffirmation Liens granted by all of it under the Guarantors; (ii) the Fee Letter; Collateral Documents and (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, reaffirmation agreement in form and substance reasonably satisfactory to the Administrative Agent, together executed and delivered by PBF Energy Company LLC, a Delaware limited liability company (the “Parent”), with all such other agreementsrespect to its obligations under that certain Amended and Restated Guaranty of Collection, opinions dated as of September 30, 2014 (as may be amended, amended and documents as restated, supplemented or otherwise modified from time to time, the “Guaranty of Collection”), among the Parent, the Administrative Agent may request. In additionand ▇▇▇▇▇ Fargo Bank, National Association, as administrative agent under the Term Loan Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each L/C Issuer on the Effective Date, a customary legal opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Loan Parties, dated as of the Effective Date (subject to customary carve-outs and qualifications). (c) The Administrative Agent shall have received payment a certificate, executed on behalf of all fees and other the Borrower by a Responsible Officer of the Borrower, which certificate shall certify (i) as of the Effective Date, giving effect to amounts required drawn or to be drawn under the Facility as increased by this Agreement as of the Effective Date, compliance with the financial covenants contained in Section 7.11 of the Credit Agreement on a Pro Forma Basis as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.1(a) or (b) of the Fee Letter Credit Agreement, and Section 5 hereof. The effectiveness (ii) that before and after giving effect to the incurrence of this Amendment the Incremental Revolving Facility Commitments, (other than Sections 4, 5, 6 and 7 hereofx) is conditioned upon the accuracy of the representations and warranties set forth contained in Article V of the Credit Agreement and the other Loan Documents are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 3 hereof5.5 of the Credit Agreement shall be deemed to refer to the most recent statements of Borrower and its Subsidiaries furnished pursuant to clauses (a) and (b), respectively, of Section 6.1 of the Credit Agreement and (y) no Event of Default exists. (d) ▇▇▇▇▇ Fargo Securities, LLC, or an affiliate thereof, shall have received all fees due and payable under that certain Engagement Letter, dated as of November 12, 2014, by and between it and the Borrower. (e) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the Effective Date. (f) The Administrative Agent shall have received with respect to the Borrower and each other Loan Party (i) certificates of good standing as of a recent date issued by the appropriate Governmental Authority of the state or jurisdiction of its incorporation or organization, where applicable; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Effective Date and certifying (A) that there have been no changes to the Organization Documents of such Loan Party from those most recently delivered to the Administrative Agent in connection with the Credit Agreement and that such documents remain in full force and effect, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or other governing body of such Loan Party (and, if applicable, any parent company of such Loan Party) authorizing the execution, delivery and performance of this Agreement and any related Loan Documents and the borrowings hereunder and thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect. (g) The Administrative Agent shall have received flood certification(s) from a firm reasonably acceptable to the Administrative Agent covering any buildings (defined as structures with four walls and a roof) constituting Collateral showing whether or not such buildings are located in a special flood hazard area subject to federal regulation to mandatory flood insurance requirements. (h) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note.

Conditions to Effectiveness. This Amendment shall become effective whenon and as of the date on which the following conditions precedent shall have been satisfied or waived in accordance with Section 10.01 of the Credit Agreement, which date is November 20, 2014 (such date, the “Fourth Amendment Effective Date”): (a) The receipt by the Administrative Agent of executed counterparts of this Amendment (including counterparts executed and delivered by Extending Lenders representing 100% of the Revolving Credit Commitments (as modified hereby)). (b) The receipt by the Administrative Agent (or its counsel) of the following, each of which shall be originals or facsimiles or “.pdf” files (followed promptly by originals) unless otherwise specified; (1) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each of the Borrower and Holdings as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and any other documents executed in conjunction herewith to which the Borrower and Holdings is a party, or is to be a party; (2) such documents and certifications (including, without limitation, Organizational Documents and good standing certificates) as the Administrative Agent may reasonably require to evidence that each of the Borrower and Holdings is duly organized or formed, and only whenthat each of the Borrower and Holdings is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; and (3) an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower and Holdings, addressed to each the Administration Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent. (c) No Default or Event of Default shall exist, or would result from the execution and delivery of this Amendment. (d) The representations and warranties of the Borrower and Holdings made pursuant to Section 4 of this Amendment shall be true and correct as of the Fourth Amendment Effective Date. (e) The Administrative Agent shall have received fully executed originalsa certificate from the chief executive officer or chief financial officer of the Borrower, each in form and substance reasonably satisfactory to the Administrative Agent, certifying as to the matters set forth in Sections 5(c) and 5(d) hereof. (f) The Borrower shall have paid or caused to be paid to the Administrative Agent an extension fee for the account of each Extending Lender that has executed and delivered to the Administrative Agent a signature page to this Amendment at or prior to 5:00 p.m. (New York City time), on November 14, 2014, in the amount of 0.25% of such Lender’s Revolving Credit Commitments immediately prior to such time (or, in the case of Additional Lenders, the amount of Revolving Credit Commitments being committed to by such Additional Lender at such time) (the “Amendment Fee”). (g) The Borrower shall have paid or caused to be paid to the Administrative Agent all interest, fees and other amounts due and payable immediately prior to the Fourth Amendment Effective Date in respect of the following: Revolving Credit Commitments of any Revolving Lenders not constituting Extending Lenders. (ih) this Amendment All costs, fees, expenses (including without limitation legal fees and the reaffirmation expenses) and other compensation contemplated by all of the Guarantors; (ii) the Fee Letter; (iiiA) the Credit Agreement Agency Transition Agreement; , and (iv) each of the Assignment Agreements; (vB) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofAEngagement Letter, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of October 24, 2014, among the date hereof in each caseBorrower, Holdings and Barclays Bank PLC (the “Engagement Letter”), payable to Barclays Bank PLC shall have been paid to the extent due (and, in form the case of expenses, invoiced in reasonable detail) and substance satisfactory required to be paid on the Fourth Amendment Effective Date shall have been paid. On or prior to the Fourth Amendment Effective Date, the Extending Lenders (including any Additional Lenders) and any Revolving Lenders not constituting Extending Lenders shall sell and purchase Revolving Credit Loans and Revolving Credit Commitments, and participations in respect thereof and in respect of Letters of Credit, and make and receive payments, in immediately available funds, to the Administrative Agent (to be distributed among the relevant Revolving Credit Lenders), as directed by the Administrative Agent, together in order to permit the implementation of the Extended Revolving Credit Facility effected hereby. All such sales and purchases shall be deemed to have been made in accordance with all such other agreements, opinions the Credit Agreement and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees are hereby ratified and other amounts required pursuant to the Fee Letter and Section 5 hereofconfirmed. The effectiveness of this Amendment (other than Sections 4purchases and sales described in paragraph shall be effected by book entry in such manner, 5and with such supporting documentation, 6 and 7 hereof) is conditioned upon as may be reasonably determined by the accuracy of the representations and warranties set forth in Section 3 hereofAdministrative Agent.

Conditions to Effectiveness. This Amendment shall become effective whenon the date (the “Amendment Effective Date”) that each of the following conditions precedent has been fulfilled as determined by the Agent: (a) This Amendment shall have been duly executed and delivered by Holdings, the Borrowers, the L/C Lenders parties hereto, the Agent and the Issuing Bank, and only when, the Administrative Agent shall have received fully counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. (b) The Agent’s receipt of the following, each of which shall be originals or pdf copies (followed promptly by originals) unless otherwise specified, each properly executed originalsby an Authorized Officer of the signing Loan Party, each dated as of the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date) and each in form and substance satisfactory to Agent: i. a reaffirmation agreement (the Administrative Agent, of each of the following: “Amendment Reaffirmation Agreement”) reaffirming (i) the guaranty and the liens granted under the Guarantee and Collateral Agreement (as amended prior to the date hereof) duly executed and delivered by each Loan Party to the Guarantee and Collateral Agreement and (ii) the liens granted under the Collateral Agreement. ii. such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of each Loan Party as the Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Amendment and the reaffirmation other documents or instruments executed or to be executed in connection with this Amendment to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with this Amendment and such other documents to which such Loan Party is a party or is to be a party; iii. copies of each Loan Party’s organization or other governing documents and such other documents and certifications as the Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization (or in the case of this clause (iii), a certification by all an Authorized Officer of each Loan Party that the Guarantors; applicable organization or other governing documents delivered to the Agent in connection with Amendment No. 2 Effective Date remain in full force and effect and have not been amended, modified, revoked or rescinded since such date); (A) an opinion of (i) in house counsel to the Loan Parties, (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of Wachtell, Lipton, ▇▇▇▇▇ Fargo; & ▇▇▇▇ , counsel to the Loan Parties and (viiii) the Swing Line Loan Note in favor of ▇▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇▇▇ FargoPLLC, local counsel to the Loan Parties organized in the states of Michigan, Texas and Illinois, in each case, addressed to the Agent and each Lender as successor Administrative to such matters as the Agent for may reasonably request and (B) [reserved]; v. a certificate signed by an Authorized Officer of Holdings and the benefit of Borrowers certifying (A) the Lenders; conditions specified in this Section 5 have been satisfied or will be substantially simultaneously with the Amendment Effective Date, (viiiB) second amendments to each Mortgage; (ix) secretary certificates of the representations and warranties and other conditions made by each Loan Party with attachments thereto; in or pursuant to this Amendment (xincluding Sections 2, 5.c and 5.d hereof) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of other Loan Documents by the Borrower are true and each Guarantor dated correct on and as of the date hereof in each caseall material respects, before and after giving effect to the Amendment, as though made on and as of such date, except to the extent that (a) such representations or warranties are qualified by a materiality standard, in form which case they shall be true and substance correct in all respects, and (b) such representations or 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), (C) both immediately before and immediately after giving effect to the Amendment, no event has occurred and is continuing that constitutes a Default or an Event of Default, (D) that no Collateral Coverage Event (as defined in the Indenture for the Existing Second Lien Notes) shall exist as of the date hereof, (E) to the Solvency of the Loan Parties, taken as a whole, as of the Amendment Effective Date after giving effect to the transactions contemplated hereby, and (F) that attached to such certificates are the true and correct executed copies of the Guarantee and Collateral Agreement (as amended) and the Existing Intercreditor Agreement (as amended or amended and restated); vi. results of searches or other evidence reasonably satisfactory to the Administrative Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, together with all except for Liens permitted by Section 6.02(a) of the Amended LC Facility Agreement; vii. such other agreementscustomary certificates, opinions documents or consents as the Agent reasonably may require; and viii. an Existing Agent Acknowledgement and documents as Administrative Consent, duly executed by the Existing Agent may request. In additionand Holdings, Administrative Agent and the Borrowers. (c) Since February 3, 2018, there shall not have been any event, circumstance or effect that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) After giving effect to this Amendment and the transactions contemplated hereunder, Capped Excess Availability shall not be less than $150,000,000. (e) The Borrowers shall have received payment of paid all fees fees, expenses and other amounts required pursuant due and owing to the Fee Letter Agent, the Issuing Bank and Section 5 hereof. The effectiveness of the L/C Lenders that have executed this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereofAmendment.

Conditions to Effectiveness. This Amendment shall become effective when, and only when, the Administrative Agent shall have received fully executed originals, each in form and substance satisfactory The effectiveness of this Agreement is subject to the satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent: (a) The Administrative Agent, of each ’s receipt of the following: , each of which shall be originals or in electronic format (followed promptly by originals) unless otherwise specified: (i) counterparts of this Amendment and Agreement executed by the reaffirmation by all of the Guarantors; Credit Parties; (ii) a Note executed by the Fee Letter; Initial Borrower in favor of each Lender requesting a Note in writing; (iii) the Credit Agreement Agency Transition Agreement; Guaranty executed by the Guarantors; (iv) (A) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Credit Parties as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents (including, in the case of the Initial Borrower, true, correct and up to date copies of the exempted limited partnership agreement, certificate of registration of exempted limited partnership, section 9 statement and any section 10 statements of the Initial Borrower and the certificate of incorporation, memorandum and articles of association, register of directors and officers and register of mortgages and charges of the General Partner) and (B) a good standing certificate (or equivalent) for each of the Assignment Agreements; Credit Parties and the General Partner from its jurisdiction of organization, registration or incorporation; (v) the Revolving Credit Loan Note in favor customary opinions of each of (A) ▇▇▇▇▇▇ Fargo; ▇▇▇▇▇▇, LLP, (viB) the Swing Line Loan Note in favor of ▇▇▇▇▇▇ Fargo; Group and (viiC) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ FargoLimited, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory counsel to the Credit Parties, addressed to the Administrative AgentAgent and each Lender; (vi) a certificate signed by a Responsible Officer of the Initial Borrower certifying that the conditions specified in Section 4.01(b), together with Section 4.01(c) and Section 4.01(d) have been satisfied; (vii) (A) the Audited Financial Statements, (B) the Unaudited Financial Statements and (C) the statutory financials for each Material Insurance Subsidiary submitted to each Applicable Insurance Regulatory Authority (to the extent such financials were so prepared and submitted); (viii) a certificate, in the form attached hereto as Exhibit G, from a Financial Officer of the Initial Borrower; and (ix) (A) at least three (3) Business Days prior to the date of this Agreement, all such documentation and other agreements, opinions and documents as information requested by the Administrative Agent may request. In additionor any Arranger, to the extent requested in writing of the Initial Borrower at least 10 days prior to the date of this Agreement and that the Administrative Agent shall have received payment of all fees and other amounts the Arrangers reasonably determine is required pursuant by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and (B) to the Fee Letter and Section 5 hereof. The effectiveness extent the Initial Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the date of this Amendment Agreement, a Beneficial Ownership Certification in relation to the Initial Borrower. (other than Sections 4, 5, 6 and 7 hereofb) is conditioned upon the accuracy Each of the representations and warranties set forth herein or in any other Loan Document shall be true and correct in all material respects on and as of the Effective Date; provided that any such representation or warranty which expressly relates to a given date or period shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be, and any representation and warranty that is qualified by or subject to a Material Adverse Effect or similar term or qualification shall be true and correct in all respects (after giving effect to any such qualification or materiality). (c) Immediately prior to, and immediately after giving effect to, the effectiveness of this Agreement, no Default or Event of Default shall have occurred and be continuing. (d) There shall not have occurred any event, circumstance or change since December 31, 2019 that has had a Material Adverse Effect. Without limiting the generality of the provisions of Section 9.03(c), for purposes of determining compliance with the conditions specified in Section 3 hereof4.01, 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 Effective Date specifying its objection thereto.

Conditions to Effectiveness. This Amendment shall be legal, valid and binding on (and as of) the date hereof, and subject to the last paragraph of this Section 3, the amendments implemented pursuant to Section 2.3(b) and Section 2.3(c) hereof shall become effective when, and only whenimmediately upon the time at which the following conditions precedent are satisfied or waived by the Administrative Agent at the direction of the Required Lenders (without giving effect to the New Incremental Loan Commitments held by JPMorgan for purposes of determining Required Lenders at such time) (the date of such satisfaction, the “Amendment No. 2 Effective Date”): (a) The Administrative Agent shall have received fully executed originalseach of the following, each in form and substance reasonably satisfactory to the Required Lenders and the New Incremental Loan Lenders: (i) counterparts of this Amendment duly executed by the Borrower, the Administrative Agent, the Lenders that constitute the Required Lenders (determined without giving effect to any New Incremental Loan Commitments held by JPMorgan, but it being understood that the funding of the New Incremental Loans by JPMorgan are approved under this Amendment, and the New Incremental Loans and New Incremental Loan Commitments are hereby voted in favor of this Amendment); (ii) (A) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each of the following: (i) Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and (B) such documents and certificates (including applicable organizational documents) and, if applicable, good standing certificates in the reaffirmation by all jurisdiction of organization of the Guarantorsapplicable Loan Party) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized and formed, and that each of them is validly existing and in good standing, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (ii) the Fee Letter; and (iii) the Credit Agreement Agency Transition Agreement; (iv) each a solvency certificate signed by an officer, director or authorized signatory of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereofBorrower.

Conditions to Effectiveness. This Section 1.01 of this Amendment shall become effective on October 31, 2013 (the “Incremental Amendment Effective Date”) when: (a) this Amendment shall have been executed and delivered by the Borrowers, the Loan Parties, each Incremental Term Lender party hereto and only when, the Administrative Agent; (b) the Administrative Agent shall have received copies of bring down personal property Lien, tax and judgment Lien searches received by the Company prior to the Incremental Amendment Effective Date, which shall not reveal the existence of any Liens on or security interest in Collateral of the Mortgaged Vessel Guarantors or any pledgor of Pledged Equity Interests other than (i) Permitted Liens or (ii) Liens as to which the Administrative Agent has received evidence satisfactory to it that the obligations secured by such Liens have been fully executed originalsand finally discharged on or prior to the Incremental Amendment Effective Date; (c) the Administrative Agent shall have received (i) a certificate of each Loan Party, each dated the Incremental Amendment Effective Date, in form and substance reasonably acceptable to the Administrative Agent, with appropriate insertions and attachments, including certified organizational authorizations, incumbency certifications, the certificate of incorporation or other similar Organizational Document of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and bylaws or other similar Organizational Document of each Loan Party certified by a Responsible Officer as being in full force and effect on the Incremental Amendment Effective Date and (ii) a good standing certificate (in respect of each jurisdiction where the “good standing” concept exists) for each Loan Party from its jurisdiction of organization; (d) the Administrative Agent shall have received a Solvency Certificate, dated the Incremental Amendment Effective Date, which demonstrates that the Company and the Restricted Subsidiaries, on a consolidated basis, are and, after giving effect to this Amendment and the other transactions contemplated hereby, will be and will continue to be, Solvent; (e) the Administrative Agent and the Arrangers shall have received all fees required to be paid on or prior to the Incremental Amendment Effective Date, and all expenses required to be paid on the Incremental Amendment Effective Date for which reasonably detailed invoices have been presented (including the reasonable fees and expenses of legal counsel to the Administrative Agent and the Arrangers) to the Company at least one (1) Business Day prior to Incremental Amendment Effective Date; (f) the Administrative Agent shall have received the executed legal opinion of (i) Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, special counsel to the Loan Parties, (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇▇ Islands and Liberia counsel for the Loan Parties, (iii) ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ & Associates, Republic of Malta counsel for the Loan Parties and (iv) Vives y Asociados, Republic of Panama counsel for the Loan Parties, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent; (g) the Administrative Agent shall have received a certificate of a Responsible Officer of the Company, dated the Incremental Amendment Effective Date, which certifies that (i) the conditions of making any extension of credit under Section 4.2 of the Credit Agreement are satisfied as of the Incremental Amendment Effective Date, (ii) the representations and warranties in Section 2.01 of this Amendment shall be true and correct in all material respects as of the date hereof and (iii) the conditions of making an Incremental Term Loan set forth in Section 2.19(a) of the Credit Agreement are satisfied as of the Incremental Amendment Effective Date; and (h) the Administrative Agent shall have received an amendment to each existing Ship Mortgage existing prior to the Incremental Amendment Effective Date relating to the Existing Vessels, M/V Navios Joy and M/V Navios Harmony in form and substance reasonably satisfactory to the Administrative Agent, of each of the following: (i) reflecting this Amendment and the reaffirmation by all of the Guarantorstransactions contemplated hereunder; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofAprovided that, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to clauses (f) and (h) of this Section 1.02, if such items cannot be delivered on the Intercreditor Agreement; (xi) assignments Incremental Amendment Effective Date after the Borrowers’ use of all control agreements from BofAcommercially reasonable efforts to do so, as prior Administrative Agent for then the benefit provision of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments such items shall not constitute a condition to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment but instead shall be required to be delivered within thirty (other than Sections 4, 5, 6 and 7 hereof30) is conditioned upon days (or such longer period as agreed to by the accuracy Administrative Agent in its sole discretion) of the representations and warranties set forth in Section 3 hereofIncremental Amendment Effective Date.

Conditions to Effectiveness. This Second Lien Amendment No. 5 shall become effective (the “Second Lien Amendment No. 5 Effective Date”) on the date when: (a) the Administrative Agent (or its counsel) shall have received the following on or before the Second Lien Amendment No. 5 Effective Date, each properly executed and only whendelivered: (i) (A) from each Loan Party organized in the United States, United Kingdom, Australia, Grand Duchy of Luxembourg (“Luxembourg”), Ireland, the British Virgin Islands and the Cayman Islands, in each case, executed counterparts of this Second Lien Amendment No. 5 and (B) from the 2017-1 Incremental Lenders and the Administrative Agent (in its capacity as such), executed counterparts of this Second Lien Amendment No. 5; (ii) each Collateral Document set forth on Schedule B hereto, duly executed by each applicable Loan Party; (iii) a duly executed Committed Loan Notice with respect to the 2017-1 Incremental Loans being borrowed on the Second Lien Amendment No. 5 Effective Date substantially in the form of Exhibit A-1 to the Second Lien Credit Agreement; (iv) certificates of good standing (to the extent such concept exists) from the secretary of state of the state of organization of each Loan Party (or any immediate predecessor thereof) (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, certificates of Responsible Officers of each Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Second Lien Amendment No. 5 and the other Loan Documents to which such Loan Party is to become a party on the Second Lien Amendment No. 5 Effective Date (and in the case of each Australian Loan Party, resolving that (A) it is in its best interests to execute this Second Lien Amendment No. 5 and, to the extent applicable, the other Loan Documents to which it will be a party on the Second Lien Amendment No. 5 Effective Date, (B) its execution of any such document and the performance of its obligations under them does not and will not cause it to contravene Chapter 2E or Part 2J of the Australian Corporations Act and (C) guaranteeing or securing, as appropriate, any part of the Commitment would not cause any guarantee, security or similar limit binding on that Australian Loan Party to be exceeded); (v) a customary legal opinion from (A) Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) Young Conway Stargatt & ▇▇▇▇▇▇, LLP, Delaware counsel to certain of the Loan Parties, (C) King & Wood Mallesons, Australian counsel to the Lenders, (D) ▇▇▇▇▇ & ▇▇▇▇▇ LLP, England and Wales counsel to the Lenders and (E) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Singapore counsel to the Lenders; (vi) a solvency certificate from a Financial Officer of Holdings (after giving effect to the 2017-1 Incremental Loans) substantially in the form of Exhibit B hereto; and (vii) an officer’s certificate dated the Second Lien Amendment No. 5 Effective Date from a Responsible Officer of the Borrower Representative substantially in the form of Exhibit A hereto. (b) the Administrative Agent shall have received fully executed originalsreceived, each in form and substance satisfactory at least three (3) Business Days prior to the Administrative AgentSecond Lien Amendment No. 5 Effective Date, of each of the following: (i) this Amendment all documentation and other information about Holdings and the reaffirmation by all of Borrowers required under applicable “know your customer” and anti-money laundering rules and regulations, including the Guarantors; USA PATRIOT ACT that has been requested in writing at least ten (ii10) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as Business Days prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; Second Lien Amendment No. 5 Effective Date; (xic) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth of the Loan Parties contained in the Loan Documents shall be true and correct in all material respects on and as of the Second Lien Amendment No. 5 Effective Date; provided that, to the extent that such representations and warranties specifically refer 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; (d) no Default shall exist, or would result from the incurrence of the 2017-1 Incremental Loans or from the application of the proceeds therefrom; (e) to the extent invoiced at least two (2) Business Days prior to the Second Lien Amendment No. 5 Effective Date (except as otherwise reasonably agreed by the Borrower Representative), all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent due under Section 3 hereof10.04 of the Second Lien Credit Agreement shall have been paid; and (f) if the Second Lien Amendment No. 5 Effective Date occurs, all fees and, to the extent invoiced at least two (2) Business Days prior to the Second Lien Amendment No. 5 Effective Date (except as otherwise reasonably agreed by the Borrower Representative), all Attorney Costs of one counsel to the 2017-1 Incremental Lenders incurred in connection with the preparation, negotiation, execution and delivery of this Second Lien Amendment No. 5 shall have been paid.

Conditions to Effectiveness. This The effectiveness of this Amendment and the obligations of the Term B-3 Lenders to make the Term B-3 Loans shall become effective whenon the Amendment No. 4 Effective Date, which shall be the first Business Day on which the following conditions are satisfied or waived: (i) the Administrative Agent (or its counsel) shall have received counterparts of this Amendment or Consent that, when taken together, bear the signatures of (A) each Cashless Option Lender and only wheneach Post-Closing Option Lender, (B) the Administrative Agent, (C) Holdings, (D) the Borrower and (E) each Subsidiary Loan Party; (ii) The Administrative Agent shall have received a notice of Borrowing for the Term B-3 Loans (whether in writing or by telephone) in accordance with Section 2 hereof; (iii) the Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (A) a written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, in a form and substance reasonably satisfactory to the Administrative Agent, as to matters substantially similar to those covered in the corresponding opinion delivered on the Effective Date and the Amendment No. 1 Effective Date; (B) the Administrative Agent shall have received fully executed originalsa certificate of each Loan Party as of the Amendment No. 4 Effective Date, each dated the Amendment No. 4 Effective Date, substantially in the form and substance satisfactory of Exhibit G to the Credit Agreement or such other form reasonably acceptable to the Administrative AgentAgent with appropriate insertions, executed by any Responsible Officer of each of such Loan Party, and attaching the following: documents referred to in clause (C) below; and (C) the Administrative Agent shall have received (i) this Amendment and the reaffirmation by all resolutions of the Guarantors; Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing (a) the execution, delivery and performance of the Amendment (including the reaffirmations set forth herein) (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the extensions of credit contemplated hereunder, certified as of the Amendment No. 4 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (ii) a good standing certificate as of a recent date from the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (iv) each of the Assignment Agreements; fees in the amounts previously agreed in writing by Citigroup Global Markets Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (vthe “Amendment No. 4 Arrangers”) to be received on the Revolving Credit Loan Note in favor Amendment No. 4 Effective Date and all reasonable and documented or invoiced out-of-pocket costs and expenses (including the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to & ▇▇▇▇▇▇▇ FargoLLP, as successor Administrative Agent counsel to the Amendment No. 4 Arrangers, and due diligence expenses) incurred in connection with the transactions contemplated hereby for which invoices have been presented at least one (1) Business Day prior to the benefit Amendment No. 4 Effective Date shall, upon the Borrowing of the Lenders; Term B-3 Loans, have been, or will be substantially simultaneously, paid in full; (viiiv) second amendments to each Mortgage; (ix) secretary certificates the representations and warranties of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereof5 of this Amendment shall be true and correct in all material respects on and as of the Amendment No. 4 Effective Date before and after giving effect to this Amendment No. 4 and the borrowing of the Term B-3 Loans and to the application of proceeds therefrom; provided that, to the extent that such representations and warranties specifically refer to an earlier date or period, they shall be true and correct in all material respects as of such earlier date or period; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such borrowing or on such earlier date, as the case may be (after giving effect to such qualification); and (vi) no Default or Event of Default shall have occurred and be continuing or would result from the incurrence of the Term B-3 Loans or from the application of the proceeds therefrom.

Conditions to Effectiveness. This Amendment shall become effective whenupon receipt by the Trustee of: (a) The Purchase Price; (b) a counterpart hereof, duly executed and only when, the Administrative Agent shall have received fully executed originals, each in form and substance satisfactory to the Administrative Agent, of delivered by each of the following: Company, the Master Servicer, the Servicers and the Trustee; (c) a consent to this Amendment, in the form of Annex A, from Capital Markets Assurance Corporation, as the Enhancement Provider and the Control Party for each of the Term Certificates, Series 1994-1, and VFC Certificates, Series 1997-1; (d) a secretary's certificate from each of the Company and the Master Servicer certifying (i) board resolutions authorizing the execution and delivery of this Amendment, (ii) the incumbency of the natural persons authorized to execute and deliver this Amendment, (iii) the charter and bylaws of the Company or the Master Servicer, as the case may be, being correct and in full force and effect and (iv) copies of "good standing" certificates issued by the Secretary of State of the State of Delaware, certifying that each of the Company and the Master Servicer, as the case may be, is in good standing and has paid all taxes due to the State of Delaware, and including as annexes thereto the certificate of incorporation of the Company or the Master Servicer, as the case may be; (e) an officer's certificate of a Responsible Officer of the Company certifying that this Amendment shall not adversely affect in any material respect the interests of the Series 1994-1 Term Certificateholders or the Series 1997-1 VFC Certificateholders; (f) an opinion of counsel of P▇▇▇, Weiss, Rifkind, W▇▇▇▇▇▇ & G▇▇▇▇▇▇▇, counsel to the Company and the Master Servicer, opining as to (i) this Amendment being authorized pursuant to the Pooling Agreement, the Series 1994-1 Supplement and the reaffirmation by all of the Guarantors; Series 1997-1 Supplement, and (ii) all conditions precedent to the Fee Letterexecution, delivery and performance of this Amendment being satisfied in full; and (iiig) the Credit Agreement Agency Transition Agreement; (iv) written confirmation from each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of Standard & Poor's Corporation and M▇▇▇▇'▇ Fargo; (vi) Investors Service Inc. stating that the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver execution and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness delivery of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy will not result in a reduction or withdrawal of the representations rating, if any, of the Term Certificates and warranties set forth the VFC Certificates. 4. Continuing Effect of the Pooling Agreement. Except as expressly amended, modified and supplemented hereby, the provisions of the Pooling Agreement are and shall remain in Section 3 hereoffull force and effect. 5. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAW. 6.

Conditions to Effectiveness. This Second Amendment shall will become effective when, and only when, as of the date hereof upon receipt by the Administrative Agent shall have received fully of the following: (a) fully-executed originalsoriginal counterparts of this Second Amendment executed by the Borrower, each the Lenders and the Administrative Agent; (b) the receipt by the Administrative Agent of a signed certificate from a Responsible Officer of the Borrower in form and substance satisfactory to the Administrative AgentAgent and dated the date hereof certifying (i) as to the incumbency of, and bearing manual specimen signatures of, the Responsible Officers of the Borrower or other authorized persons who are authorized to execute and take actions under this Second Amendment and the Loan Documents for the Borrower (or a certification from such Responsible Officer that the Responsible Officers and other persons who were identified in the certificate dated July 17, 2017 and delivered to the Administrative Agent pursuant to Section 5(b) of the Amendment No. 1 to the Credit Agreement dated as of July 17, 2017 by and among the Borrower, the Lenders and the Administrative Agent the (the "First Amendment Closing Certificate"), remain authorized to execute and take actions under this Second Amendment and the Loan Documents), (ii) and attaching the Organizations Documents of the Borrower (or a certification from such Responsible Officer that no changes to the Organizational Documents have been made to any such documents since such documents were delivered to the Administrative Agent and attached to the First Amendment Closing Certificate), (iii) and attaching the Custody Agreement of the Borrower (or a certification from such Responsible Officer that no changes have been made to the Custody Agreement delivered to the Administrative Agent and attached to the First Amendment Closing Certificate), (iv) to and attaching a copy of the resolutions of the board of trustees of the Borrower approving and adopting this Second Amendment and the documents being delivered in connection herewith to which the Borrower is a party and authorizing the execution and delivery thereof, certified by a Responsible Officer of the Borrower to be true and correct and in force and effect as of the date hereof, and (v) that, before and after giving effect to the transactions contemplated hereby, (1) the representations and warranties made by the Borrower herein, in the Credit Agreement and each of the following: (i) this Amendment other Loan Documents are true and the reaffirmation by all correct on and as of the Guarantors; (ii) date hereof, and with the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each same force and effect as if made on and as of the Assignment Agreements; date hereof (v) the Revolving Credit Loan Note in favor or, if any such representation or warranty is expressly stated to have been made as of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofAa specific date, as prior Administrative Agent of such specific date), and (2) no Default or Event of Default has occurred and is continuing; (c) a certificate of good standing and legal existence for the benefit Borrower issued as of a recent date from the Secretary of State of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit Commonwealth of the Lenders; Massachusetts; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (xd) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor legal opinion dated as of the date hereof in each casehereof, of in-house to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received Lender; and (e) payment of all any fees and other amounts expenses required pursuant to be paid in connection with the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereofLoan Documents.

Conditions to Effectiveness. This The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent or concurrent (the first date all such conditions are satisfied is herein referred to as the “Amendment No. 4 Effective Date”): (a) this Amendment shall become effective when, have been duly executed and only when, delivered by the Loan Parties and the Lenders to the Administrative Agent; (b) the Administrative Agent shall have received fully the Amendment No. 4 Fee Letter, duly executed originalsby the Borrower and the Lead Arranger. (c) the Administrative Agent shall have received an opinion of Weil, each Gotshal & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of the following: (i) each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the reaffirmation by all other Loan Documents to which such Loan Party is a party or is to be a party and attaching copies of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates Organization Documents of each Loan Party with attachments thereto; (x) certified as of a waiver and notice letter with respect recent date or certifying that such Organization Documents of each Loan Party have not been modified since previously delivered to the Intercreditor Agreement; (xi) assignments of Administrative Agent, all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance reasonably satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, ; (e) the Administrative Agent shall have received payment a Certificate of all fees and other amounts required pursuant Good Standing from the relevant jurisdiction of formation or incorporation with respect to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment each Loan Party; (other than Sections 4, 5, 6 and 7 hereoff) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereof4 hereof shall be true and correct; (g) (i) all fees required to be paid to the Administrative Agent and the Lead Arranger on the Amendment No. 4 Effective Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Amendment No. 4 Effective Date shall have been paid (or shall be paid concurrently with the closing of the Amendment); and (h) the Borrower shall have paid on or prior to the Amendment No. 4 Effective Date all reasonable fees, charges and disbursements of counsel to the Administrative Agent (or directly to such counsel if requested by the Administrative Agent) required to be reimbursed or paid in accordance with Section 11.04 of the Credit Agreement to the extent invoiced at least two (2) days prior to the Amendment No. 4 Effective Date (for the avoidance of doubt, a summary statement of such fees, charges and disbursements shall be sufficient documentation for the obligations set forth in this Section 3(h)).

Conditions to Effectiveness. This Sixth Amendment shall become effective when, on and only when, as of the first date (the “Sixth Amendment Effective Date”) on which the Administrative Agent determines in its sole and absolute discretion that the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received fully on or before the Sixth Amendment Effective Date, duly executed originalscopies of this Sixth Amendment by each party hereto (which may include a copy transmitted by PDF or other electronic method); (b) the Administrative Agent shall have received on or before the Sixth Amendment Effective Date, duly executed copies of the Agreement Among Lenders, by each party thereto (which may include a copy transmitted by PDF or other electronic method); (c) the Administrative Agent and the Term Loan C Lenders shall have received on or before the Sixth Amendment Effective Date, duly executed copies of the Term Loan C Side Letter, by each party thereto (which may include a copy transmitted by PDF or other electronic method); (d) the Administrative Agent shall have received on or before the Sixth Amendment Effective Date, the Notes, duly executed and delivered by the Borrower and payable to the order of the Lenders; (e) certified copies of the resolutions of the board of directors of the Parent and authorizations of the sole member or general partner, as applicable, of each other Loan Party, approving the Sixth Amendment and the transactions contemplated thereby, and of all documents evidencing other necessary organizational action and governmental and other third party approvals and consents, if any, with respect to the Sixth Amendment to which it is or is to be a party and the transactions contemplated thereby; (f) in the case of the Parent, a certificate of the Parent, executed by an officer or a director of the Parent, in the case of each other Loan Party, a certificate of the sole member, general partner or other governing Person(s), as applicable, of such Loan Party, Parent or Holdings, executed by an officer or a director of such sole member, general partner or other governing Person(s), in each case, certifying the name and true signature of the authorized Person or representative of such Loan Party, Parent or Holdings, as applicable, authorized to sign the Sixth Amendment and the other documents to be delivered hereunder; (g) a certificate in substantially the form of Exhibit E of the Credit Agreement, attesting to the Solvency of the Parent and substance its Subsidiaries on a Consolidated basis after giving effect to the Sixth Amendment and the transactions contemplated thereby, from its chief financial officer; (h) a certificate of the Parent and each other Loan Party signed on behalf of such Person by a Responsible Officer, dated the Sixth Amendment Effective Date (the statements made in which certificate shall be true on and as of the Sixth Amendment Effective Date), certifying as to the absence of any amendments to the certificate of formation or other constituent documentation, as the case may be, of such Person since the date of the Secretary of State’s certificate referred to in Section 3.01(a)(ix) of the Credit Agreement; (i) immediately prior to and after giving effect to this Sixth Amendment, all representations and warranties of each Loan Party contained in Article IV of the Credit Agreement are true and correct in all material respects on and as of the date of this Sixth Amendment and the Sixth Amendment Effective Date as if made on and as of such date (or if stated to have been made at an earlier date, were true and correct in all material respects as of such earlier date) (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects); (j) after giving effect to this Sixth Amendment, no Default or Event of Default has occurred and is continuing; (k) the Administrative Agent and the Lenders (including, for the avoidance of doubt, the Term Loan C Lenders) shall have been paid or reimbursed by the Borrower for all costs and expenses associated with the preparation, negotiation and execution of this Sixth Amendment and the other instruments and documents to be delivered hereunder and in connection with the transactions contemplated hereby (including, the reasonable, documented and out-of-pocket accrued and unpaid fees and expenses of counsel thereto to the extent invoiced at least one (1) Business Day prior to the Sixth Amendment Effective Date); (l) the Borrower shall have made in full (and the Administrative Agent shall have received) all payments (including all Scheduled Amortization Payments (as defined in the Original Credit Agreement), interest, fees, costs and expenses) due under the Loan Documents prior to the Sixth Amendment Effective Date (without giving effect to any amendments to the Original Credit Agreement made as of the Sixth Amendment Effective Date); (m) except for any Governmental Authorizations required in connection with the Lenders’ exercise of remedies under the Loan Documents, all Governmental Authorizations and third party consents and approvals necessary in connection with the Loan Documents and the transactions contemplated thereby shall have been obtained and shall be or remain in effect as of the Sixth Amendment Effective Date; (n) there shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened in writing before any Governmental Authority that (i) other than as set forth on Schedule IV of the Credit Agreement, could reasonably be expected to have a Material Adverse Effect or materially impair or interfere with the operations of any Loan Party or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby; (o) the Administrative Agent shall have received copies of Uniform Commercial Code financing statement, fixture, judgment, litigation and bankruptcy search reports that relate to or pertain to the Loan Parties, the result if which shall be satisfactory to the Administrative Agent, of each of the following: ; (i) this Amendment and the reaffirmation by all of the Guarantors; (iip) the Fee Letter; (iii) the Credit Agreement Agency Transition Term Loan C Lenders shall have received a duly executed copy of that certain Warrant Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case(the “Warrant Agreement”), in a form and substance reasonably satisfactory to such applicable Term Loan C Lender, pursuant to which the following Warrants (as defined in the Warrant Agreement) will be issued: (a) 6,648,720 Warrants to Crestview III USWS, L.P. and (b) 328,024 Warrants to Crestview III USWS TE, LLC; (q) the Lenders shall have received a duly executed copy of that certain Registration Rights Agreement, dated as of the date hereof, in a form and substance reasonably satisfactory to the Administrative AgentLenders, together with all such other agreementsrelating to the Registrable Securities (as defined therein); (r) the executive loan committee of each lender under the Original Credit Agreement shall have, opinions in its sole and documents absolute discretion, approved the execution and delivery of the Sixth Amendment, as Administrative Agent may request. In addition, well as the transactions contemplated by the Sixth Amendment; and (s) the Administrative Agent shall have received payment of all fees such other statements, certificates, documents, approvals and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereoflegal opinions as it shall reasonably request.

Conditions to Effectiveness. This Third Amendment shall will become effective when, and only when, as of the date hereof upon receipt by the Administrative Agent shall have received fully of the following: (a) fully-executed originalsoriginal counterparts of this Third Amendment executed by the Borrower, each the Lenders and the Administrative Agent; (b) the receipt by the Administrative Agent of a signed certificate from a Responsible Officer of the Borrower in form and substance satisfactory to the Administrative AgentAgent and dated the date hereof certifying (i) as to the incumbency of, and bearing manual specimen signatures of, the Responsible Officers of the Borrower or other authorized persons who are authorized to execute and take actions under this Third DB3/ 202713434.2 Amendment and the Loan Documents for the Borrower (or a certification from such Responsible Officer that the Responsible Officers and other persons who were identified in the certificate dated July 16, 2018 and delivered to the Administrative Agent pursuant to Section 5(b) of the Amendment No. 2 to the Credit Agreement dated as of July 16, 2018 by and among the Borrower, the Lenders and the Administrative Agent the (the "Second Amendment Closing Certificate"), remain authorized to execute and take actions under this Third Amendment and the Loan Documents), (ii) and attaching the Organizations Documents of the Borrower (or a certification from such Responsible Officer that no changes to the Organizational Documents have been made to any such documents since such documents were delivered to the Administrative Agent and attached to the Second Amendment Closing Certificate), (iii) and attaching the Custody Agreement of the Borrower (or a certification from such Responsible Officer that no changes have been made to the Custody Agreement delivered to the Administrative Agent and attached to the Second Amendment Closing Certificate), (iv) to and attaching a copy of the resolutions of the board of trustees of the Borrower (the "Resolutions") approving and adopting this Third Amendment and the documents being delivered in connection herewith to which the Borrower is a party and authorizing the execution and delivery thereof, certified by a Responsible Officer of the Borrower to be true and correct and in force and effect as of the date hereof, and (v) that, before and after giving effect to the transactions contemplated hereby, (1) the representations and warranties made by the Borrower herein, in the Credit Agreement and each of the following: (i) this Amendment other Loan Documents are true and the reaffirmation by all correct on and as of the Guarantors; (ii) date hereof, and with the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each same force and effect as if made on and as of the Assignment Agreements; date hereof (v) the Revolving Credit Loan Note in favor or, if any such representation or warranty is expressly stated to have been made as of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofAa specific date, as prior Administrative Agent of such specific date), and (2) no Default or Event of Default has occurred and is continuing; (c) a certificate of good standing and legal existence for the benefit Borrower issued as of a recent date from the Secretary of State of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit Commonwealth of the Lenders; Massachusetts; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (xd) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor legal opinion dated as of the date hereof in each casehereof, of in-house to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received Lender; and (e) payment of all any fees and other amounts expenses required pursuant to be paid in connection with the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereofLoan Documents.

Conditions to Effectiveness. This Amendment shall become effective when, and only when, on the date (the “Amendment No. 8 Effective Date”) on which each of the following conditions is satisfied: A. the Administrative Agent shall have received fully a counterpart signature page of this Agreement, executed originalsand delivered by (i) the Borrower, (ii) each other Loan Party, (iii) the Administrative Agent and (iv) the Amendment No. 8 Incremental Term Lender and each Revolving Credit Lender; B. the Administrative Agent (or its counsel) shall have received a legal opinion from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, New York counsel to the Loan Parties; C. the Administrative Agent (or its counsel) shall have received a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Amendment No. 8 Incremental Term Loans) substantially in the form attached as Exhibit E-2 to the Credit Agreement; D. the Administrative Agent (or its counsel) shall have received such certificates of good standing (or certificates of compliance) (in each case to the extent such concept exists) from the applicable secretary of state (or other Governmental Authority) of the jurisdiction of incorporation or organization of each Loan Party, certificates of resolutions or other action (including board resolutions), incumbency certificates, certificates of incorporation and/or other certificates of a Responsible Officer of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; E. the Borrower shall have paid all fees and expenses due to the Amendment No. 8 Lead Arrangers and the Amendment No. 8 Co-Manager and their respective Affiliates (including, if applicable, as an Amendment No. 8 Incremental Term Lender or New Term Lender) required to be paid on the Amendment No. 8 Effective Date, and (in the case of expenses) invoiced at least three Business Days before the Amendment No. 8 Effective Date (except as otherwise reasonably agreed by the Borrower); F. the Borrower shall have delivered to the Administrative Agent, the New Term Lenders and the Amendment No. 8 Incremental Term Lender a certificate of a Responsible Officer, dated the date of borrowing, in form and substance reasonably satisfactory to the Administrative Agent, of each of the following: (i) this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated certifying as of the date hereof in each case, in form and substance satisfactory Amendment No. 8 Effective Date to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in clauses B and C of Article III above; and G. the Borrower shall have delivered to the Administrative Agent such notice of borrowing as required by Section 3 hereof2.02 of the Credit Agreement.

Conditions to Effectiveness. 4.1 This Amendment shall become effective when, and only when, upon satisfaction of the Administrative Agent shall have received fully executed originals, each in form and substance satisfactory following conditions precedent (the date of satisfaction of all such conditions being referred to herein as the Amendment Effective Date): (a) the Obligors delivering to the Administrative Agent, Lender an electronic or facsimile executed copy (with subsequent delivery of each originally executed copies) of the following: this Amendment; (i) this Amendment and the reaffirmation by all of the Guarantors; (iib) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect Obligors delivering to the Intercreditor Agreement; Lender an electronic or facsimile executed copy (xiwith subsequent delivery of originally executed copies) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each casea certificate, in form and substance satisfactory to the Administrative AgentLender, together with all from a knowledgeable senior officer of each Obligor certifying in such other agreementsperson’s official capacity (and not in an individual capacity and without personal liability) that, opinions inter alia, immediately after, the Amendment Effective Date, (i) no Default or Event of Default has occurred and documents as Administrative Agent may request. In additionis continuing, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereofii) is conditioned upon the accuracy of the representations and warranties in the Finance Documents are true and correct in all respects, except to the extent such representations and warranties specifically refer to an earlier date, in which case, they shall be true and correct in all respects as of such earlier date, and (iii) the Obligors on a consolidated basis are in pro forma compliance with the financial covenants set forth in Section 3 20 of the Facility Agreement (with calculations attached thereto); (c) the Obligors delivering to the Lender an electronic or facsimile executed copy (with subsequent delivery of two originally executed copies) of a bring down officer’s certificate from each Obligor, in form and substance, and on terms and conditions, satisfactory to the Lender, and confirming certain matters of fact, to which are attached true and complete copies of their respective certified constitutive documents, operating agreements, certificates of incumbency (or satisfactory confirmation that no changes have been made to such instruments since the most recent delivery of such instruments to the Lender) and resolutions adopted on or prior to the Amendment Effective Date and approving the terms hereof; (d) the Borrower delivering to the Security Agent updated UCC, PPSA and other searches and other evidence reasonably satisfactory to the Security Agent that the Transaction Security is the only Security over any of its assets, except Permitted Security; (e) the Obligors delivering to the Lender a certificate of status or good standing (or other equivalent) for the jurisdiction of incorporation of each Obligor; (f) the Obligors delivering to the Lender an electronic or facsimile executed copy (with subsequent delivery of originally executed copies) of a customary legal written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP; (g) the Lender shall have received executed copies of the documents and copies of all other deliverables set forth in this Amendment and Exhibit B; (h) within 10 Business Days of the date hereof the Lender shall have received an executed copy of a Utilization Request in an amount sufficient to repay the Shoreline Promissory Note and within 7 Business Days of the date hereof copies of all other deliverables set forth in Part 1 - Exhibit C and within 30 Business Days of the date hereof copies of all other deliverables set forth in Part 2 - Exhibit C ; (i) no event shall have occurred or circumstance exist that has, or could reasonably be expected to have, a Material Adverse Effect; and (j) the Borrowers and each other Obligor paying all accrued and unpaid fees and expenses of the Lender (including, without limitation, the fees and expenses of counsel and the fees set out in the Fee Letter) in connection with the negotiation, preparation and execution of this Amendment and the consummation of the transactions contemplated hereby.

Conditions to Effectiveness. This Second Lien Amendment No. 3 shall become effective (the “Second Lien Amendment No. 3 Effective Date”) on the date when: (a) the Administrative Agent (or its counsel) receives the following on or before the Second Lien Amendment No. 3 Effective Date, each properly executed and only whendelivered: (i) (A) from each Loan Party organized in the United States, United Kingdom, Australia, Luxembourg, the Netherlands, Ireland, the British Virgin Islands and the Cayman Islands, in each case, executed counterparts of this Second Lien Amendment No. 3 and (B) from the 2015-3 Incremental Lender and the Administrative Agent (in its capacity as such), executed counterparts of this Second Lien Amendment No. 3; (ii) each Collateral Document set forth on Schedule A hereto, duly executed by each applicable Loan Party; (iii) a duly executed Committed Loan Notice with respect to the 2015-3 Incremental Loans being borrowed on the Second Lien Amendment No. 3 Effective Date substantially in the form of Exhibit A-1 to the Second Lien Credit Agreement; (iv) certificates of good standing (to the extent such concept exists) from the secretary of state of the state of organization of each Loan Party (or any immediate predecessor thereof) (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, certificates of Responsible Officers of each Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Second Lien Amendment No. 3 and the other Loan Documents to which such Loan Party is to become a party on the Second Lien Amendment No. 3 Effective Date (and in the case of each Australian Loan Party, resolving that (A) it is in its best interests to execute this Second Lien Amendment No. 3 and, to the extent applicable, the other Loan Documents to which it be a party on the Second Lien Amendment No. 3 Effective Date, (B) its execution of any such document and the performance of its obligations under them does not and will not cause it to contravene Chapter 2E or Part 2J of the Australian Corporations Act and (C) guaranteeing or securing, as appropriate, any part of the Commitment would not cause any guarantee, security or similar limit binding on that Australian Loan Party to be exceeded); (v) a customary legal opinion from (A) Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) Young Conway Stargatt & ▇▇▇▇▇▇, LLP, Delaware counsel to certain of the Loan Parties, (C) King & Wood Mallesons, Australian counsel to the Lenders, (D) ▇▇▇▇▇ & ▇▇▇▇▇ LLP, England and Wales counsel to the Lenders and (E) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Singapore counsel to the Lenders; (vi) a solvency certificate from a Financial Officer of Holdings (after giving effect to the 2015-3 Incremental Loans) substantially in the form of Exhibit B hereto; (vii) [Reserved]; and (viii) an officer’s certificate dated the Second Lien Amendment No. 3 Effective Date from a Responsible Officer of the Borrower Representative substantially in the form of Exhibit A hereto. (b) the Administrative Agent shall have received fully executed originalsreceived, each in form and substance satisfactory at least three (3) Business Days prior to the Administrative AgentSecond Lien Amendment No. 3 Effective Date, of each of the following: (i) this Amendment all documentation and other information about Holdings and the reaffirmation by all of Borrowers required under applicable “know your customer” and anti-money laundering rules and regulations, including the Guarantors; USA PATRIOT ACT that has been requested in writing at least ten (ii10) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as Business Days prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; Second Lien Amendment No. 3 Effective Date; (xic) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth of the Loan Parties contained in Section the Loan Documents shall be true and correct in all material respects on and as of the Second Lien Amendment No. 3 hereofEffective Date; provided that, to the extent that such representations and warranties specifically refer 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; (d) no Default shall exist, or would result from the incurrence of the 2015-3 Incremental Loans or from the application of the proceeds therefrom; (e) all fees and, to the extent invoiced at least two (2) Business Days prior to the Second Lien Amendment No. 3 Effective Date (except as otherwise reasonably agreed by the Borrower Representative), due under the Engagement Letter dated as of December 9, 2015 (the “Engagement Letter”) shall have been paid; and (f) the borrowings of the 2015-2 First Lien Incremental Term Loans shall have occurred, or shall occur substantially concurrently with borrowings under the 2015-3 Incremental Loans contemplated hereunder.

Conditions to Effectiveness. This Amendment shall become effective whenas of the first date (such date being referred to as the “Amendment No. 4 Effective Date”, and only whenwhich date is June 9, 2015) when each of the following conditions shall have been satisfied: (a) The Administrative Agent shall have received fully this Amendment, duly executed originalsand delivered by (A) the Borrower, each (B) the Guarantors, (C) the Cashless Option Term A-1 Lenders, (D) the Revolving Credit Lenders electing to roll over their Revolving Credit Commitments into Tranche A-1 Revolving Commitments, (E) the Additional Term A-2 Lender (if any), (F) the Additional Revolving Lender), (G) the Incremental Tranche A-1 Revolving Lenders, (H) the Administrative Agent, (I) the L/C Issuer, (J) Swing Line Lender and (K) the Collateral Agent. (b) The Administrative Agent shall have received a Committed Loan Notice prior to the requested date of the Amendment No. 4 Effective Date. (c) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the L/C Issuer and the Lenders, an opinion from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Borrower, dated as of the Amendment No. 4 Effective Date and addressed to the Administrative Agent, the Collateral Agent, the L/C Issuer and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent, of each of the following: . (id) this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, The Administrative Agent shall have received payment (i) certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment, and (ii) a certificate, dated as of the Amendment No. 4 Effective Date, signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 3(f) and (g). (e) Payment of all reasonable fees and other amounts required pursuant expenses due to the Fee Letter Administrative Agent and Section 5 hereofthe Arrangers, in each case required to be paid on the Amendment No. The effectiveness of this Amendment 4 Effective Date. Substantially simultaneously with effectiveness, (i) the Term A-1 Lenders (including all Cashless Option Term A-1 Lenders but excluding the Additional Term A-2 Lender (if any) in its capacity as such) under the existing Credit Agreement shall have been paid (other than Sections the principal amount of Rollover Refinancing Term A-2 Loans) all accrued principal and interest on their Term A-1 Loans to, but not including, the Amendment No. 4 Effective Date and (ii) the Revolving Credit Lenders under the existing Credit Agreement shall have been paid all accrued fees on their Revolving Credit Commitments to, but not including, the Amendment No. 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereof.

Conditions to Effectiveness. This Incremental Amendment shall become effective when, upon the satisfaction of the conditions set forth below: (a) there shall exist no Default both immediately before and only when, after giving effect to this Incremental Amendment; (b) the Administrative Agent shall have received fully a counterpart signature page to this Incremental Amendment, duly executed originalsand delivered by the Borrower, each in form and substance satisfactory to the Administrative Agent, of each Guarantor, the owners of the following: (i) this Amendment and the reaffirmation by all Capital Stock of the Guarantors; Mission Borrowers (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) “Pledgors”), the Revolving Credit Loan Note in favor Lenders electing to rollover their Revolving Credit Commitments into Tranche A Revolving Commitments, the Additional Revolving Lenders and the Term B-2 Lenders; (c) the Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders, the Swing Line Lender and the L/C Issuer, an opinion of ▇▇▇▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of & ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofALLP, as prior Administrative Agent counsel for the benefit of Borrower, the Lendersother Nexstar Entities and the Mission Entities, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect addressed to the Intercreditor Agreement; (xi) assignments of all control agreements from BofAL/C Issuer, as prior the Administrative Agent, the Collateral Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments Lenders and permitted to the existing financing statements; (xvii) title endorsements be relied upon by any persons who become Lenders pursuant to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each casethis Incremental Amendment, in form and substance reasonably satisfactory to the Administrative Agent, together Agent and customary for senior secured credit facilities in transactions of this kind (including a customary no conflicts opinion consistent with all such other agreements, opinions and documents as Administrative Agent may request. In addition, that provided pursuant to Section 4.01(g)), (d) the Administrative Agent shall have received payment (x) certificates of all fees good standing from the applicable secretary of state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and other amounts required pursuant capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Incremental Amendment, (y) a certificate of a Responsible Officer of the Borrower certifying (A) as to compliance with clauses (i) through (iii) of the proviso to Section 2.14(a) of the Credit Agreement and (B) attaching the resolutions adopted by the Borrower approving or consenting to the Fee Incremental Amendment and (z) a certificate of a Responsible Officer of the Borrower designating the Tranche A Revolving Commitments as “Refinancing Revolving Commitments”; (e) the Administrative Agent shall have received an amended and restated Revolver Reallocation Letter duly executed by the Consenting Revolving Lenders and Section 5 hereof. The effectiveness of this the Additional Revolving Lenders; (f) the Administrative Agent shall have received a Loan Notice on or prior to the Second Incremental Amendment Closing Date; (other than Sections 4, 5, 6 and 7 hereofg) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereofthis Incremental Amendment shall be true and correct in all material respects as of the date of this Incremental Amendment (except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (2) that any representation or warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects); (h) the Mission Credit Agreement shall be amended on substantially similar terms for the Mission Borrower as the terms set forth in this Incremental Amendment; (i) the Administrative Agent shall have received a Term B-2 Loan Note executed by the Borrower in favor of each Lender requesting a Term B-2 Loan Note; (j) the Administrative Agent shall have received a Revolving Credit Note executed by the Borrower in favor of each Additional Revolving Lender requesting a Revolving Credit Note; (k) the Administrative Agent shall have received evidence of payment of all fees required to be paid on the Second Incremental Amendment Closing Date pursuant to the Second Incremental Amendment Arranger Fee Letter; (l) the Borrower shall have paid all reasonable invoiced fees and expenses of the Administrative Agent’s counsel, ▇▇▇▇▇▇▇▇ PC, and the Administrative Agent shall have received evidence of payment of all other reasonable and documented out-of-pocket costs and expenses (including, without limitation, legal fees and expenses) that have been invoiced prior to the effective date of this Incremental Amendment. Simultaneously with effectiveness, (i) the Revolving Credit Lenders under the Existing Credit Agreement shall have been paid all accrued fees on their Revolving Credit Commitments to, but not including, the Second Incremental Amendment Closing Date and (ii) the Revolving Credit Lenders under the Existing Credit Agreement shall have been paid all accrued and unpaid interest on their outstanding Revolving Credit Loans to, but not including, the Second Incremental Amendment Closing Date.

Conditions to Effectiveness. This Amendment Upon the satisfaction of each of the following conditions, this Agreement shall become be deemed to be effective whenas of the date hereof (other than the amendments in Sections 3(c) and 3(d) of this Agreement, and only whenwhich upon satisfaction of each of the following conditions shall be deemed effective as of January 30, 2009): (a) the Administrative Agent shall have received fully counterparts of this Agreement executed originals, each in form and substance satisfactory to by (i) either the Administrative Agent, Agent (on behalf of itself and each of the following: Consenting Lenders by virtue of each Consenting Lender’s execution of a Lender Authorization) or the requisite Consenting Lenders (i) this Amendment and the reaffirmation by all virtue of the Guarantors; each Consenting Lender’s execution of a Lender Authorization), (ii) the Fee Letter; Borrower, (iii) the Credit Agreement Agency Transition Agreement; Parent and (iv) each of the Assignment Agreements; Grantors; (vb) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; Administrative Agent shall have received executed Lender Authorizations from the requisite Consenting Lenders; (vic) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent shall have been reimbursed for all fees and out-of-pocket charges and other expenses incurred in connection with this Agreement, including, without limitation, the reasonable fees and disbursements of (i) counsel for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for and (ii) Capstone Advisory Group, LLC; (d) the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect Administrative Agent shall have received an effective corresponding amendment to the Intercreditor Canadian Credit Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance substantially consistent with this Agreement (with such changes as are applicable only to the Canadian Credit Agreement), duly executed by the Canadian Administrative Agent, the Canadian Borrower, the Parent, each Canadian Guarantor and the requisite Consenting Lenders (whether directly or through a lender authorization) which such amendment shall provide (i) for the incurrence of the EDC Loans and (ii) that the Fairfax Liquidity will be an “Additional Credit Loan” (as defined in the Canadian Credit Agreement), in each case on terms and conditions satisfactory to the Administrative AgentAgent (such corresponding amendment, together the “Canadian Amendment”); (e) concurrently with the effectiveness of this Agreement, the Canadian Borrower shall have received no less than $18,000,000 of cash proceeds (less all such legal, underwriting and other agreements, opinions fees and documents as Administrative Agent may request. In addition, expenses incurred in connection therewith) from the issuance of the EDC Loans; (f) the Administrative Agent shall have received payment an updated rolling 13-week forecast of all fees cash receipts and other amounts required pursuant disbursements of the Borrower and its Consolidated Subsidiaries for the 13-consecutive week period beginning on the date of delivery of such forecast, which forecast shall be in form and substance reasonably satisfactory the Administrative Agent and the Canadian Administrative Agent and shall be calculated on a pro forma basis giving effect to (i) the Fairfax Liquidity, (ii) the amendments to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy calculations of the representations Borrowing Base, the Canadian Borrowing Base, the Overadvance Amount and warranties the Canadian Overadvance Amount set forth in Section 3 hereofthis Agreement or the Canadian Amendment, as applicable and (iii) the issuance of the EDC Loans; and (g) the Administrative Agent shall have received such other instruments, documents and certificates as the Administrative Agent shall reasonably request in connection with the execution of this Agreement.

Conditions to Effectiveness. This Amendment Agreement and the Commitments of the Lenders hereunder shall not become effective when, and only when, until the date on which each of the following conditions shall be satisfied (or waived in accordance with Section 11.01): (a) The Administrative Agent shall have received fully executed originals, Agent’s receipt from each in form and substance party hereto of either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent, which may include a facsimile or other electronic transmission (including “pdf” and “tif”), that such party has signed a counterpart of this Agreement. (b) The Administrative Agent’s receipt of the following, each of which may be delivered by facsimile or other electronic transmission (including “pdf” and “tif”), followed promptly after the Effective Date by originals, provided that the delivery of any originals shall not be a condition precedent to the Effective Date: (i) a certificate, dated the Effective Date and signed by a Responsible Officer of each of Ultimate Parent, Intermediate Parent, the following: Borrower, Actavis and Actavis SCS, (iA) certifying and attaching the resolutions adopted by such Person authorizing the execution, delivery and performance of this Amendment Agreement and, if applicable, the Notes, (B) certifying as to the incumbency and specimen signature of each Responsible Officer executing this Agreement and the reaffirmation by all Notes, if applicable, on behalf of such Person, (C) attaching a good standing certificate (or the local equivalent, to the extent applicable in the relevant jurisdiction) and a certificate of incorporation (or the local equivalent) evidencing that such Person is validly existing and in good standing (or the local equivalent, to the extent applicable in the relevant jurisdiction) in its jurisdiction of organization and (D) certifying and attaching a true and complete copy of the GuarantorsOrganization Documents of such Person; and (ii) the Fee Letter; an executed legal opinion of (iiiA) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to & ▇▇▇▇▇▇▇▇ FargoLLP, as successor Administrative Agent special New York counsel for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower Ultimate Parent and the Guarantors; Loan Parties, (xivB) equity powers executed in blank together with Pledged Securities; ▇▇▇▇▇▇ ▇▇▇, special Irish counsel for Ultimate Parent, (xvC) receipt of cancelled existing Notes; ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, special Bermuda counsel for Intermediate Parent, (xviD) amendments to the existing financing statements; (xvii) title endorsements to existing title policies Loyens & Loeff Luxembourg S.à ▇.▇., special Luxembourg counsel for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof Actavis SCS, and (E) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special Nevada counsel for Actavis, in each casecase addressed to the Administrative Agent and each Lender, dated the Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as . (c) All fees due to the Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required the Arrangers pursuant to the Fee Letter Letters and, to the extent invoiced at least two (2) Business Days prior to the Effective Date, all reasonable and Section 5 hereof. The effectiveness of this Amendment documented expenses to be paid or reimbursed to the Administrative Agent and the Arrangers on or prior to the Effective Date pursuant to the Commitment Letter, shall have been paid. (d) To the extent requested at least ten (10) Business Days prior to the Effective Date by any Lender through the Administrative Agent, Ultimate Parent and the Loan Parties shall have delivered to the Administrative Agent and the Lenders at least one (1) Business Day prior to the Effective Date the documentation and other than Sections 4information with respect to Ultimate Parent and the Loan Parties that is required by regulatory authorities under applicable “know-your-customer” rules and regulations, 5, 6 and 7 hereof) is conditioned upon including the accuracy of the representations and warranties set forth in Section 3 hereofPatriot Act.

Conditions to Effectiveness. This Amendment shall become effective when, and only whensubject to: (a) the receipt by the Administrative Agent (or its counsel) from each of the Borrower, the Administrative Agent shall have received fully executed originalsand the Required Lenders, of either (i) an original counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) the receipt by the Administrative Agent (or its counsel) from each of the Loan Parties, of either (i) an original counterpart of the Loan Parties’ acknowledgment attached to this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission of a signed signature page of this Amendment) that such party has signed a counterpart of the Loan Parties’ acknowledgement; (c) the receipt by the Administrative Agent of such documents, resolutions 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 entering into and execution of this Amendment, and any other legal matters relating to the Loan Parties, this Amendment or the other Loan Documents, all in form and substance satisfactory to the Administrative AgentAgent and its counsel; (d) the receipt by the Administrative Agent of all fees due and payable to the Administrative Agent and the Lenders signatory hereto in immediately available funds, of each including a fee equal to twenty five basis points (0.25%) on the aggregate amount of the following: Revolving Credit Commitment (idetermined immediately following the effectiveness of this Amendment), the Outstanding Amount of the Term A Loans on the date hereof, and the Outstanding Amount of the Term B Loans on the date hereof; (e) the payment of all reasonable legal fees and disbursements for which invoices have been presented which have been incurred or sustained by the Administrative Agent in connection with this Amendment and the reaffirmation by all of Credit Agreement, the GuarantorsLoan Documents and any other related documents executed and/or delivered in connection therewith; and (iif) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory delivery to the Administrative Agent, together with all Agent of such other items, documents, agreements, opinions and documents items or actions as the Administrative Agent may reasonably request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereof.

Conditions to Effectiveness. This Amendment shall become effective when, and only whenon the date hereof (such date, the “Amendment No. 1 Effective Date”) upon satisfaction (or, with respect to Sections 4(a)(ii) and (iii) only, waiver by the Administrative Agent) of each of the following conditions: (a) The Administrative Agent shall have received fully executed the following, each of which shall be originals, facsimiles or copies in .pdf form by electronic mail (followed promptly by originals): (i) counterpart signature pages to this Amendment from each in form Borrower, each Refinancing Revolving Credit Lender, each Incremental Revolving Credit Lender, the L/C Issuer, the Swing Line Lender, and substance satisfactory the Administrative Agent; (ii) a customary opinion from Ropes & ▇▇▇▇ LLP, counsel to the Loan Parties, dated the Amendment No. 1 Effective Date and addressed to the Administrative Agent, Agent and each Lender party to this Amendment; (iii) such certificates of good standing or status (to the extent that such concepts exist) from the applicable secretary of state (or equivalent authority) of the jurisdiction of organization of each Loan Party, a certificate of customary resolutions or other customary action of each Borrower, a customary certificate of a Responsible Officer of each Borrower and an incumbency certificate of each Borrower evidencing the following: (i) identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the reaffirmation by all other Loan Documents to which such Borrower is a party or is to be a party on the Amendment No. 1 Effective Date. (b) Immediately before and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. (c) Immediately before and immediately after giving effect to this Amendment, the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates representations and warranties of each Loan Party with attachments thereto; set forth in Article 5 of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (x) a waiver except that any representation and notice letter with respect warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified), except to the Intercreditor Agreement; extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (xior in all respects if qualified as to “materiality” or “Material Adverse Effect”) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, earlier date. (d) The Administrative Agent shall have received payment of all fees and other amounts expenses required pursuant to be paid or reimbursed by any Borrower under or in connection with this Amendment in accordance with Section 12, in each case, to the Fee Letter and Section 5 extent invoiced in reasonable detail prior to the date hereof. . (e) The effectiveness of this Amendment (other than Sections 4Borrowers shall have paid, 5or caused to be paid, 6 and 7 hereof) is conditioned upon to the accuracy Administrative Agent, for the ratable benefit of the representations Existing Revolving Credit Lenders, (i) the principal amount of all outstanding Existing Revolving Credit Loans, (ii) all accrued and warranties set forth unpaid interest with respect to the Existing Revolving Credit Loans, (iii) all accrued and unpaid fees under Section 2.03(h) of the Credit Agreement and (iv) all accrued and unpaid fees under Section 2.09(a) of the Credit Agreement. (f) The Administrative Agent shall have received with respect to each Mortgaged Property: (i) a completed “life-of-loan” Federal Emergency Management Agency flood hazard determination, and (ii) if any improved portion of the Mortgaged Property is located in a special flood hazard area, (x) a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Parent Borrower and (y) evidence of flood insurance as required by Section 3 hereof6.07(c) of the Credit Agreement.

Conditions to Effectiveness. This Amendment Agreement shall become effective when, on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and only when, the Administrative Agent): (a) the Administrative Agent shall have received fully executed originalssignature pages to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the following: (i) this December 2012 Extension Amendment and the reaffirmation by all performance of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (ivy) each true and complete copies of the Assignment AgreementsOrganizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (vd) the Revolving Credit Loan Note in favor of Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of LLP and ▇▇▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to & ▇▇▇▇▇▇▇▇ FargoLLP, counsel to the Borrower, executed legal opinions covering such matters as successor the Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower may reasonably request and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance otherwise reasonably satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereof.

Conditions to Effectiveness. This Amendment shall become effective when, as of the date hereof only when the following conditions shall have been satisfied and only whennotice thereof shall have been given by the Agent to the Parent Guarantor, the Administrative Company and each Lender (the date of satisfaction of such conditions and the giving of such notice being referred to herein as the "Thirteenth Amendment Effective ------------------------------- Date"). ------ A. The Agent shall have received fully for each Lender (1) counterparts hereof duly executed originalson behalf of the Parent Guarantor, the Company, the Agent and the Required Lenders (or notice of the approval of this Amendment by the Required Lenders satisfactory to the Agent shall have been received by the Agent), (2) counterparts of the Fourth Amendment to Company Security Agreement, dated as of July 20, 1998, between the Company and the Agent (the "Company Security Amendment") duly executed on behalf -------------------------- of the Company and the Agent, and (3) a letter regarding the payment of a fee in the amount of $406,250 upon the closing of the purchase by the Company or any of its Subsidiaries of the capital stock or assets of CAVSA or any of its Subsidiaries, duly executed on behalf of the Company, the Agent and the Required Lenders. B. The Agent shall have received: (1) Resolutions of the Board of Directors or of the Executive Committee of the Board of Directors of the Company and the Parent Guarantor approving and authorizing the execution, delivery and performance of this Amendment, and, in the case of the Company, the Company Security Amendment, certified by their respective corporate secretaries or assistant secretaries as being in full force and effect without modification or amendment as of the date of execution hereof by the Company or the Parent Guarantor, as the case may be; (2) A signature and incumbency certificate of the officers of the Company and the Parent Guarantor executing this Amendment and, in the case of the Company, the Company Security Amendment; (3) For each Lender an opinion, addressed to the Agent and each Lender, from Kramer, Levin, Naftalis & Frankel, in form and substance satisfactory to the Administrative Agent, of each of the following: (i) this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇satisfac▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargothe Agent; (4) Such other information, approvals, opinions, documents, or instruments as the Agent may reasonably request; and (vii5) assignments For the pro rata benefit of each Mortgage from BofAthe Lenders, as prior Administrative Agent a fee in the amount of $406,250 and, for the benefit of the LendersAgent, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice fee set forth in that certain letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form between the Agent and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereofCompany.

Conditions to Effectiveness. This Amendment shall become effective whenon the date (the “Amendment Effective Date”) on which each of the following conditions is satisfied: (a) The Administrative Agent (or its counsel) shall have received: (i) from Lenders constituting the Majority Lenders and each of the other parties hereto either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (ii) a duly executed Synthetic Request of EnergySolutions substantially in the form of Exhibit D or as reasonably acceptable to the Administrative Agent; (iii) the loan certificate of EnergySolutions, in substantially the form of Exhibit L, including a certificate of incumbency with respect to each Authorized Signatory, together with appropriate attachments which shall include without limitation, the following items: (A) a copy of the Articles of Organization of EnergySolutions, certified to be true, complete and correct by the Utah Department of Commerce, and only whena true, complete and correct copy of the operating agreement of EnergySolutions, (B) certificates of good standing for EnergySolutions issued by the Secretary of State or similar state official for each state in which EnergySolutions is required to qualify or has qualified to do business, and (C) a true, complete and correct copy of the appropriate authorizing resolutions of EnergySolutions, authorizing EnergySolutions to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party; (iv) the results of a recent lien search in each relevant jurisdiction (including, without limitation, in the United States Patent and Trademark Office and the United States Copyright Office) with respect to EnergySolutions and each Guarantor, and such search shall reveal no liens on any of the outstanding shares issued by EnergySolutions and no liens on any of the assets of EnergySolutions or any Guarantor reasonably requested, other than liens permitted by the Loan Documents; (v) legal opinions of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel to EnergySolutions, and (ii) ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇▇, Utah counsel to EnergySolutions; each as counsel to EnergySolutions and its Subsidiaries, addressed to each Lender, the Administrative Agent shall have received fully executed originalsand the Collateral Agent, each in form and substance reasonably satisfactory to the Administrative AgentArranger and its counsel, of each and dated as of the following: Amendment Effective Date; (ivi) all other documents and other instruments as were provided in connection with the closing of the Credit Agreement. (b) All corporate and other proceedings, if any, taken or to be taken in connection with this Amendment and all documents incidental thereto, whether or not referred to herein, shall be satisfactory in form and substance to the reaffirmation by Administrative Agent and its counsel. (c) The Administrative Agent and the Lead Arranger shall have received all reasonable costs, fees, expenses and other amounts due and payable on or prior to the Amendment Effective Date, including reimbursement or payment of all out-of-pocket expenses (including the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor reasonable fees, disbursements and other charges of ▇▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to & ▇▇▇▇▇▇▇ FargoLLP, as successor Administrative Agent counsel for the benefit of the Lenders; (viiiLead Arranger) second amendments required to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver be reimbursed or paid by EnergySolutions, and notice letter with respect for which invoices have been presented to EnergySolutions on or prior to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as business day prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; Amendment Effective Date. (xviid) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such All other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties conditions precedent set forth in Section 3 hereof3.2 of the Credit Agreement shall be satisfied.

Conditions to Effectiveness. This Amendment shall become effective when, and only when, when and if: (a) the Administrative Agent (or its counsel) shall have received fully executed originalsfrom (A) Lenders constituting (i) the Requisite Lenders and (ii) those Term B Lenders representing the entire amount of the Additional Term B Loan Commitment and (B) each of the other parties hereto, each in form and substance either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent, Agent (which may include telecopy transmission of each of the following: (i) this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness signed signature page of this Amendment Amendment) that such party has signed a counterpart of this Amendment; (other than Sections 4, 5, 6 and 7 hereofb) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereof4 hereof are true and correct in all material respects; (c) Borrower has paid the Administrative Agent (i) for the account of the Lenders, an amount equal to 0.125% of the aggregate principal amount of the Loans held by the Lenders who provide a consent (but not with respect to any Additional Term B Commitment) and (ii) all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment other instruments and documents to be delivered hereunder, if any (including, without limitation, the reasonable fees and expenses of Cahill Gordon & Reindel LL▇, ▇▇▇▇▇▇▇ ▇▇ th▇ ▇▇▇▇▇istrative Agent) in accordance with the terms of Section 11.03 of the Credit Agreement; (d) Borrower shall have paid the fees set forth in the arrangement letter related to this Amendment. (e) all corporate and other proceedings taken or to be taken in connection with this Amendment and all documents incidental thereto, whether or not referred to herein, shall be reasonably satisfactory in form and substance to the Administrative Agent; (f) after giving effect to the Amendment, no Default or Event of Default has occurred and is continuing; (g) the Borrower shall have received at least $7.0 million of gross proceeds from the issuance of Additional Subordinated Notes; and (h) the Borrower shall deliver any other certificates or documentation the Administrative Agent may reasonably request.

Conditions to Effectiveness. This Amendment shall become effective when, and only when, upon the date on which each of the following shall have been received or waived by the Administrative Agent shall have received fully executed originalsin its discretion (except that the Administrative Agent may not waive receipt of clauses (i), (ii), (iii), (iv), (x), (xi) and (xii) of this Section 4), each in form and substance satisfactory to the Administrative Agent, of each of the following: applicable recipient: (i) the Administrative Agent shall have received this Amendment Amendment, executed and delivered by a duly authorized officer of (a) the reaffirmation by all Borrower and (b) the Required Lenders (including, in any event, each Lender providing a portion of the Guarantors; Extended Facilities), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (ii) the Fee Letter; Administrative Agent shall have received an acknowledgment and consent (“Acknowledgment and Consent”), substantially in the form of Exhibit B hereto, duly executed and delivered by each Guarantor; (iii) the Credit Agreement Agency Transition Agreement; Administrative Agent shall have received the favorable written opinion or opinions with respect to the Amendment and related Loan Documents executed on the Effective Date and the transactions contemplated thereby of (ivA) each of in-house legal counsel to the Assignment Agreements; Borrower and (vB) the Revolving Credit Loan Note in favor of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇& ▇▇▇▇ Fargo; (vii) assignments of LLP, special counsel to the Borrower and Guarantors, in each Mortgage from BofAcase dated the Effective Date, as prior addressed to the Administrative Agent for and the benefit Lenders and reasonably satisfactory to the Administrative Agent; (iv) the Administrative Agent shall have received resolutions of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit boards of directors or other appropriate governing body (or of the Lenders; (viiiappropriate committee thereof) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated certified by its secretary or assistant secretary as of the Effective Date, approving this Amendment, adopting the Loan Documents to be executed by such Person, and authorizing the execution and delivery thereof; (v) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing the Loan Documents on behalf of the Borrower and each Guarantor, certified by the secretary or assistant secretary of such Borrower or Guarantor; (vi) the Administrative Agent shall have received any changes to the Organizational Documents of the Borrower and each Guarantor since the First Amendment Effective Date or since last provided to the Administrative Agent prior to the Effective Date, certified as true and correct by its secretary or assistant secretary; (vii) the Administrative Agent shall have received any changes to the Operating Documents of the Borrower and each Guarantor since the First Amendment Effective Date or since last provided to the Administrative Agent prior to the Effective Date, certified as of the Effective Date as true and correct by its secretary or assistant secretary; (viii) the Administrative Agent shall have received certificates issued as of a recent date hereof by the Secretaries of State of the respective jurisdictions of formation of the Borrower and each Guarantor as to the due existence and good standing of such Person; (ix) the Administrative Agent shall have received a Borrowing Notice in respect of the Extended Term Loans in each casecase requested to be made on the Effective Date in accordance with the Credit Agreement (after giving effect to this Amendment); (x) the Borrower shall have purchased, defeased, discharged or redeemed at least 80% of the aggregate principal amount outstanding of the Year 2006 Senior Notes using cash on hand (not resulting from borrowings under the Credit Agreement) or proceeds from the Year 2010 Senior Notes; (xi) the Borrower shall have repaid the Term Loans under the Credit Agreement to the extent contemplated by the “Lender Commitments” section of the Term Sheet provided to the Lenders in form and substance satisfactory connection with this Amendment, using cash on hand (not resulting from borrowings under the Credit Agreement) or proceeds from the Year 2010 Senior Notes; and (xii) the Administrative Agent shall have received evidence that all fees payable by the Borrower on or before the Effective Date to the Administrative Agent, together JPMorgan and the Lenders (or their affiliates) in connection with all such other agreementsthis Amendment, opinions have been paid in full, including the fees and documents as expenses of counsel to the Administrative Agent to the extent invoiced at least one (1) Business Day prior to or on the Effective Date (which may request. In addition, Administrative Agent shall have received payment include amounts constituting reasonable estimates of all such fees and other amounts required pursuant expenses incurred or to be incurred in connection with the transaction; provided that no such estimate shall thereafter preclude the final settling of accounts as to such fees and expenses) in each case to the Fee Letter extent agreed upon in the Engagement Letter, dated March 31, 2010, among the Administrative Agent, JPMorgan and Section 5 hereof. The effectiveness of this Amendment the Borrower (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereof“Engagement Letter”).

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (provided that, as set forth therein, Section 4 shall become effective on September 4, 2015 if all of the following conditions have then been satisfied) when, and only when, , (a) the Administrative Agent shall have received fully executed originals, each in form and substance satisfactory to the Administrative Agent, of each of the following: received: (i) counterparts of this Amendment duly executed and delivered by the Borrowers, the Subsidiary Guarantors, the Administrative Agent and the reaffirmation by all of the Guarantors; Required Lenders; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Fee Letter; secretary or an assistant secretary of each Borrower and the Subsidiary Guarantors, as the Administrative Agent may timely request to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment, including a certificate certifying and attaching the resolutions adopted by each Borrower approving or consenting to the Extension (or if the Borrowers’ resolutions delivered pursuant to Section 4.01(a)(iii) of the Credit Agreement provided for the Extension, certifying that such resolutions have not been amended, modified or rescinded and remain in full force and effect); (iii) such evidence as the Credit Agreement Agency Transition AgreementAdministrative Agent may reasonably request to verify that each Loan Party is duly organized or formed, validly existing and in good standing in the jurisdiction where organized; and (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor certificate dated as of the date hereof signed by a Responsible Officer of the Parent Borrower certifying as to the matters set forth in each caseSections 5(a) and (b) above; and (b) the Parent Borrower shall have (i) paid all fees it has agreed to pay in connection with this Amendment, including, without limitation, the fees set forth in form and substance satisfactory that certain letter dated July 21, 2015 from the Parent Borrower to the Administrative Agent, together with all such other agreementsand (ii) reimbursed or paid, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter extent timely invoiced to, and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4reviewed by, 5the Parent Borrower, 6 and 7 hereof) is conditioned upon all out-of-pocket expenses required to be reimbursed or paid by the accuracy of Parent Borrower under the representations and warranties set forth in Section 3 hereofCredit Agreement.

Conditions to Effectiveness. This Amendment shall become effective whenonly upon the satisfaction of all of the following conditions precedent; provided that the appointment of Deutsche Bank AG New York Branch set forth in Section 3 hereof shall only be subject to the condition set forth in clause (a) (the date of satisfaction of such conditions being referred to herein as the “Effective Date”): (a) The Administrative Agent (or its counsel) shall have received either (i) a counterpart of this Amendment signed on behalf of the Borrowers and the New Term Lenders or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that the Borrowers and the New Term Lenders have signed a counterpart of this Amendment. (b) The Collateral and Guarantee Requirement shall have been satisfied, except as set forth on Schedule 5.18 to the Amended and Restated Credit Agreement, and only when, the Administrative Agent shall have received fully (or, with respect to any Non-U.S. Security Documents set forth below which must be executed originalsafter the effectiveness of this Amendment, shall be satisfied that it shall, promptly after the effectiveness hereof, receive (as if such Non-US Security Document was set forth on Schedule 5.18 to be delivered prior to the end of the Effective Date)): (i) The following reaffirmation, amendment and release agreements with respect to the other Loan Documents, in each case, duly executed and delivered by each party thereto: (A) Reaffirmation and Amendment of Master Guarantee Agreement; (B) Reaffirmation of U.S. Collateral Agreement; (C) Amendment to the ABL Intercreditor Agreement, in form and substance reasonably satisfactory to the Administrative Agent; (D) French law release letter in respect of French law governed Security Documents which secured the obligations arising from the Existing Credit Agreement; and (E) Security Confirmation Agreement regarding Swiss law governed Security Documents. (ii) The following Non-U.S. Security Documents: (A) Pledge of securities account agreement by Constellium France Holdco S.A.S. in respect of its financial securities in the French Borrower, Constellium Finance S.A.S. and Engineering Products International S.A.S. and related statements of each pledge. (B) Pledge of securities account agreement by the following: French Borrower in respect of its financial securities in Constellium Aerospace S.A.S. and related statement of pledge. (C) Pledge of securities account agreement by Constellium Holdco II B.V. in respect of its financial securities in Constellium France Holdco S.A.S. and related statement of pledge. (D) Pledge of bank account agreement by Constellium France Holdco S.A.S. (E) Pledge of bank account agreement by Constellium Finance S.A.S. (F) Pledge of bank account agreement by the French Borrower. (G) Pledge of bank account agreement by Constellium Aerospace S.A.S. (H) Pledge of bank account agreement by Engineering Products International S.A.S. (I) Pledge of bank account agreement by Constellium Switzerland AG. (J) Pledge of receivables agreement by Constellium France Holdco S.A.S. in respect of certain intra-group loan receivables. (K) Pledge of receivables agreement by the French Borrower in respect of certain intra-group loan receivables. (L) Pledge of receivables agreement by Constellium Finance S.A.S. in respect of certain intra-group loan receivables. (M) Pledge of receivables agreement by Engineering Products International S.A.S. in respect of certain intra-group loan receivables. (N) Pledge of receivables agreement by Constellium Aerospace S.A.S. in respect of certain intra-group loan receivables. (O) Pledge of receivables agreement by Constellium Extrusions Děčín s.r.o. in respect of certain intra-group loan receivables. (P) Pledge of receivables agreement by Constellium Holdco II B.V. in respect of certain intra-group loan receivables. (Q) Pledge of receivables agreement by the Dutch Borrower in respect of certain intra-group loan receivables. (R) Pledge of receivables agreement by Constellium Deutschland GmbH in respect of certain intra-group loan receivables. (S) Pledge of receivables agreement by Constellium Singen GmbH in respect of certain intra-group loan receivables. (T) Pledge of receivables agreement by Constellium Switzerland AG in respect of certain intra-group loan receivables. (U) Deed of transfer by and between the Existing Administrative Agent, the Administrative Agent, the Dutch Borrower, as pledgor, Constellium Holdco II B.V. and Constellium Extrusions Děčín s.r.o. (V) Second ranking notarial deed of disclosed pledge, by the Dutch Borrower in respect of its shares in Constellium Holdco II B.V. (W) An amendment and confirmation agreement regarding/containing (i) this Amendment and an assumption of contract by the reaffirmation by all of Administrative Agent from the Guarantors; Existing Administrative Agent, (ii) the Fee Letter; confirmations in respect of an existing security assignment agreement in respect of intra-group loan receivables and (iii) an assignment of security interests under the Credit Agreement Agency Transition Agreement; existing security agreement from the Existing Administrative Agent to the Administrative Agent between Constellium Germany Holdco GmbH, Constellium Deutschland GmbH and Constellium Singen GmbH as assignors, the Existing Administrative Agent and the Administrative Agent. (ivX) each An amendment and confirmation agreement regarding/containing (i) a confirmation in respect of the Assignment Agreements; existing account pledge agreement, (vii) an assumption of contract by the Revolving Credit Loan Note Administrative Agent from the Existing Administrative Agent and (iii) a junior ranking account pledge agreement between Constellium Germany Holdco GmbH, Constellium Deutschland GmbH, Constellium Singen GmbH, Constellium Finance SAS, Constellium Switzerland AG and Constellium Valais SA as pledgors, the Existing Administrative Agent and the Administrative Agent. (Y) An amendment and confirmation agreement regarding/containing (i) a confirmation in favor respect of the existing account pledge agreement, (ii) an assumption of contract by the Administrative Agent from the Existing Administrative Agent and (iii) a junior ranking account pledge agreement between Constellium Extrusions Děčín s.r.o as pledgor, the Existing Administrative Agent and the Administrative Agent. (iii) A TEG Letter provided by the Administrative Agent and countersigned by the French Borrower. (c) The Administrative Agent shall have received written opinions (addressed to the Administrative Agent and the New Term Lenders and dated the Effective Date) of (i) Wachtell, Lipton, ▇▇▇▇▇ Fargo; & ▇▇▇▇, New York and Delaware counsel for the Loan Parties, (viii) the Swing Line Loan Note in favor of ▇▇▇▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofAChance LLP, as prior Administrative Agent for Czech counsel to the benefit of the LendersLoan Parties, to (iii) ▇▇▇▇▇▇▇▇ FargoChance LLP, as successor German counsel to the Loan Parties, (iv) ▇▇▇▇▇▇▇▇ Chance Europe LLP, French counsel to the Loan Parties, (v) ▇▇▇▇▇▇ ▇▇▇▇ Ltd., Swiss counsel to the Loan Parties, (vi) Stibbe, Netherlands counsel to the Loan Parties, (vii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, German counsel to the Administrative Agent for the benefit of the Lenders; Agent, (viii) second amendments ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, French counsel to each Mortgage; the Administrative Agent, (ix) secretary certificates ▇▇▇▇▇▇▇▇▇ ▇▇, Swiss counsel to the Administrative Agent, (x) ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Partners s.r.o, as Czech counsel to the Administrative Agent and (xi) ▇▇▇▇▇ Dutilh, Netherlands counsel to the Administrative Agent. Each such opinion shall be in form and substance reasonably satisfactory to the Administrative Agent. The Dutch Borrower hereby requests such counsel to the Loan Parties to deliver such opinions. (d) Simultaneously with the borrowing of the New Term Loans, the Existing Borrower shall have paid to the Administrative Agent on the Effective Date, for the account of the existing Term Lenders, all outstanding principal amounts under, and all accrued and unpaid interest on, the Term Loans of each such Term Lender to, but not including the date of such prepayment and any prepayment premiums due thereon pursuant to the Existing Credit Agreement. (e) The Administrative Agent shall have received a certificate of each Loan Party, dated the Effective Date, substantially in the form of Exhibit I to the Amended and Restated Credit Agreement or such other form acceptable to the Administrative Agent with appropriate insertions, executed by any Responsible Officer of such Loan Party, and including or attaching the documents referred to in paragraph (f) of this Section 4. (f) The Administrative Agent shall have received a copy of: (i) (x) each Organizational Document of each Loan Party with attachments thereto; certified, to the extent applicable, as of a recent date by the applicable Governmental Authority or, if customary in such jurisdiction, any Responsible Officer of the relevant Loan Party (xin relation to a Loan Party constituted under (A) German law, in respect of commercial register extracts not older than 14 days, (B) French law, a certified copy of its by-laws (statuts), an original copy of the extrait K-bis and the certificat de non-faillite relating to it of less than thirty (30) days prior to the Effective Date and (C) Dutch law (i) most recent articles of association (statute), (ii) deed of incorporation (akte van oprichting) and an up to date extract of the trade register (▇▇▇▇▇ van koophandel) or (y) a waiver certificate of each Loan Party, dated the Effective Date, executed by any Responsible Officer of such Loan Party, certifying that there have been no material changes to the Organizational Documents delivered under Section 4.01(d) of the Existing Credit Agreement since the Original Effective Date; (ii) signature and, to the extent such concept exists, 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 (and, if required under its by-laws and/or the respective applicable law, a resolution of its shareholders) of each Loan Party (other than a Dutch Loan Party) approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment; (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (v) a certified copy of the up-to-date statuts of each Subsidiary organized under the laws of France whose shares are pledged under Security Documents which evidence that no consent is required with respect to enforcement of the security created by the relevant Security Documents on the shares of such Subsidiary, or as applicable, a certified copy of the resolution of the board of directors (or other relevant corporate body) approving the security created by the relevant Security Document with respect to the shares held by each Loan Party pursuant to the provisions of article L. 228-26 of the French Commercial Code; and (vi) in relation to each Dutch Loan Party, the Dutch MBR and either a confirmation in the Dutch MBR that no works council has been established with respect to the business of the Dutch Loan Party or a positive and unconditional advice from the works council of the Dutch Loan Party. (g) The Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Joint Bookrunners, Joint Lead Arrangers, Co-Arrangers, the Administrative Agent, and the Borrowers to be due and payable on or prior to the Effective Date, including, to the extent invoiced at least one Business Day prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be so reimbursed or paid (which amounts may be paid from the proceeds of the Initial Dollar Term Loans). (h) The Administrative Agent shall have received UCC, tax and judgment lien searches requested by the Administrative Agent and searches from the United States Patent and Trademark Office and the United States Copyright Office and none of such Collateral shall be subject to any other pledges, security interests or mortgages except for Liens permitted by Section 6.02 of the Amended and Restated Credit Agreement. (i) The Administrative Agent shall have received (i) the Pro Forma Closing Balance Sheet and (ii) the audited consolidated balance sheets and related statements of income and cash flows of the Dutch Borrower and its subsidiaries for the Fiscal Year ended December 31, 2012, which financial statements shall have been prepared in accordance with IFRS. (j) The Administrative Agent shall have received a certificate from the chief financial officer or president of each Borrower in the form of Exhibit K to the Amended and Restated Credit Agreement certifying as to the Solvency of such Borrower and its Restricted Subsidiaries on a consolidated basis after giving effect to the Transactions. (k) The Administrative Agent shall have received at least 5 Business Days prior to the Effective Date all documentation and other information about the Loan Parties as shall have been requested in writing at least 10 Business Days prior to the Effective Date by the Administrative Agent or any Joint Bookrunner, Joint Lead Arranger or Co-Arranger under the Amended and Restated Credit Agreement that the Administrative Agent or such Joint Bookrunner, Joint Lead Arranger or Co-Arranger shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act. (l) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the Effective Date before and after giving effect to the borrowing of the Initial Dollar Term Loans and the Initial Euro Term Loans and to the application of proceeds therefrom, as though made on and as of the Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date or period, they shall be true and correct in all material respects as of such earlier date or period; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be (after giving effect to such qualification). (m) At the time of and immediately after giving effect to the borrowing of the Initial Dollar Term Loans and the Initial Euro Term Loans on the Effective Date, no Default or Event of Default shall have occurred and be continuing. (n) The Administrative Agent shall have received a notice of borrowing in accordance with Article II of the Amended and Restated Credit Agreement. (o) The Administrative Agent and the Borrowers shall have entered into a mutually agreeable fee letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory agency fees payable to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereofhereunder.

Conditions to Effectiveness. This Amendment shall become effective when, on and only when, as of the date hereof (the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions: (a) the Administrative Agent shall have received fully this Amendment, executed originalsand delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent, ; (d) the Administrative Agent shall have received specimen signatures of each officers or other appropriate representatives executing this Amendment on behalf of the following: Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (ie) this Amendment and the reaffirmation by all Administrative Agent shall have received any changes to the Charter Documents of the Guarantors; Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (iif) the Fee Letter; Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (iiig) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, shall have received evidence that all fees and expenses required to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments be paid pursuant to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver Sections 6 and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents 7 hereof by the Lead Borrower and each Guarantor dated as of on or before the date hereof in each case, in form and substance satisfactory Second Amendment Effective Date to the Administrative Agent, together the Arrangers and the Lenders (or their affiliates) in connection with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent this Amendment have been paid in full; (h) Holdings shall have received payment of all fees and other amounts required pursuant entered into an amendment to the Fee Letter HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and Section 5 hereof. The effectiveness such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereofEffective Date.

Conditions to Effectiveness. Section 4.1. This Amendment shall become effective when, and only whenon the date (such date, the “Incremental Amendment No. 1 Effective Date”) on which the following conditions shall have been satisfied (or waived by the Incremental Amendment No. 1 Term B Lender): (i) The Administrative Agent (or its counsel) shall have received an executed counterpart (or written evidence reasonably satisfactory to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart) of this Amendment from the Incremental Amendment No. 1 Term B Lender, the Borrower, Holdings and each other Loan Party party hereto. (ii) The Administrative Agent shall have received fully executed originalssuch (a) certificates, resolutions or other action and incumbency certificates and/or other certificates of Responsible Officers of each in form and substance satisfactory to Loan Party as the Administrative AgentAgent may reasonably require evidencing the identity, authority and capacity of each of the following: (i) Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the reaffirmation by all other Loan Documents to which such Loan Party is a party or is to be a party and (b) copies of Organization Documents and certifications as the Guarantors; (ii) the Fee Letter; Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization. (iii) the Credit Agreement Agency Transition Agreement; The Administrative Agent shall have received an opinion of (iva) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of & ▇▇▇▇▇ Fargo; LLP, New York and Massachusetts counsel to the Loan Parties, (viib) assignments of each Mortgage from BofADriver, as prior Administrative Agent for McAfee, Hawthorne & Diebenow, PLLC, Florida counsel to the benefit of the LendersLoan Parties and (c) Benesch, to Friedlander, ▇▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to & ▇▇▇▇▇▇▇ FargoLLP, as successor Ohio counsel to the Loan Parties, in each case dated the Incremental Amendment No. 1 Effective Date. (iv) The Administrative Agent for and the benefit of Incremental Amendment No. 1 Term B Lender shall have received (x) at least three (3) Business Days prior to the Lenders; (xii) amendments to Incremental Amendment No. 1 Effective Date all Intellectual Property Security Agreements; (xiii) opinions of counsel to documentation and other information about the Borrower and the Guarantors; Guarantors as has been reasonably requested in writing at least ten (xiv10) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments Business Days prior to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee Incremental Amendment No. 1 Effective Date by the Administrative Agent and additional insured; the Incremental Amendment No. 1 Term B Lender 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 USA PATRIOT Act, and (xixy) an Omnibus Reaffirmation of Loan Documents by a Beneficial Ownership Certificate in relation to the Borrower and each Guarantor dated if it qualifies as of a “legal entity customer” under the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereofBeneficial Ownership Regulation.

Conditions to Effectiveness. 3.01. This Amendment and the amendments to the Credit Agreement and the Pledge and Security Agreement contained in Sections 1 and 2 hereof, other than the amendments to the provisions of the Credit Agreement noted in Sections 3.02, 3.03 and 3.04 below, shall become effective as of the date hereof (the “Third Amendment Effective Date”) upon the satisfaction of each of the following conditions, in each case in a manner satisfactory in form and substance to the Administrative Agent: (a) This Amendment shall become effective whenhave been duly executed and delivered by the Borrower, the other Loan Parties, and only when, the Administrative Agent and consented to by the Required Lenders; (b) The Administrative Agent shall have received fully executed originals(i) lien search results, dated as of a recent date, together with copies of all effective Uniform Commercial Code financing statements that name any Loan Party as debtor, (ii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that the Borrower is validly existing, in form good standing and substance satisfactory qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (c) The Administrative Agent shall have received a certificate from a Responsible Officer of each of the Loan Parties (i) attesting to the resolutions of such Person’s Board of Directors (or equivalent) and, if necessary, shareholders (or equivalent) of such Person, authorizing its execution, delivery, and performance of this Amendment and any other Loan Documents referenced herein to which such Person is to become a party, (ii) authorizing specific officers of such Person to execute the same, (iii) attesting to the incumbency and signatures of such specific officers of such Person, and (iv) certifying as true, correct and complete, copies of such Person’s Organization Documents, as amended, modified, or supplemented to the date hereof (or, alternatively, if certified Organization Documents had been previously delivered to the Administrative Agent, of each of the following: (i) this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage then a certification from BofA, as prior Administrative Agent for the benefit of the Lenders, such Person that there have been no changes or other modifications to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan such Organization Documents by the Borrower and each Guarantor dated as of since the date hereof in each case, in form and substance satisfactory previously delivered to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, ); (d) The Administrative Agent shall have received payment from the Borrower a certificate signed by a Responsible Officer of all fees the Borrower certifying that (A) before and other amounts required pursuant after giving effect to this Amendment, the Fee Letter conditions specified in Sections 3.01(h) and Section 5 hereof. The effectiveness of (i) have been satisfied; (B) before and after giving effect to this Amendment (other than Sections 4Amendment, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the Third Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this subclause (B), the representations and warranties contained in subsections (a) and (b) of Section 3 hereof.5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement; and

Conditions to Effectiveness. This Amendment shall become effective whenon the date on which each of the following conditions is satisfied (such date, the “Amendment No. 2 Effective Date”): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified, and only wheneach executed by a Responsible Officer of the Borrower: (1) counterparts of this Amendment executed by the Borrower and Consents executed by the Required Lenders; and (2) a Note executed by the Borrower in favor of each Lender requesting a Note at least two (2) Business Days prior to the Amendment No. 2 Effective Date, if any. (b) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified; (1) an opinion of White & Case LLP, counsel to the Borrower and the Guarantors, dated the Amendment No. 2 Effective Date and addressed to the Administrative Agent and each Lender, in form reasonably satisfactory to the Administrative Agent; (2) an opinion of ▇▇▇▇▇▇▇▇ Ronon ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, Pennsylvania counsel to the Borrower and the Guarantors, dated the Amendment No. 2 Effective Date and addressed to the Administrative Agent and each Lender, in form reasonably satisfactory to the Administrative Agent; (3) a certificate of the Secretary, Assistant Secretary or other appropriate officer of the Borrower certifying as to customary matters and attaching: (1) a certified copy of the certificate of incorporation of the Borrower; (2) its by-laws; (3) its board of directors’ resolutions authorizing the execution, delivery and performance of the Amendment and other relevant Loan Documents; (4) a certificate of good standing for the Borrower from the Delaware Secretary of State; and (5) incumbency certificate, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the relevant Loan Documents and to make borrowings hereunder, as applicable, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower (4) a certificate of the Secretary, Assistant Secretary or other appropriate officer or member of each Significant Subsidiary certifying as to customary matters and attaching, in respect of such Significant Subsidiary: (1) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents, (2) its by-laws, operating agreement or other similar governing document, (3) the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the Amendment and the relevant Loan Documents, (4) certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Significant Subsidiary and (5) the name, title and specimen signature of each officer or other person authorized to sign the Loan Documents to which it is a party (5) a certificate, signed by the Chief Financial Officer, stating that, to the best of his knowledge after due inquiry, on the date hereof after giving effect to the Amendment, (i) no Default or Unmatured Default has occurred and is continuing; (ii) the representations and warranties of the Borrower and each Guarantor set forth in the Loan Documents are true and correct; and (iii) since the date of the financial statements of the Borrower described in Section 5.4(i) of the Credit Agreement, there has been no change which has had or could reasonably be expected to have a Material Adverse Effect. (c) The aggregate principal amount of the Exchanged Term Loans plus the aggregate principal amount of the Additional Tranche A Term Loan Commitments shall equal the aggregate principal amount of the outstanding Term Loans plus $17,500,000 immediately prior to the Amendment No. 2 Effective Date. (d) The Borrower shall have paid to the Administrative Agent, for the ratable account of the Term Lenders immediately prior to the Amendment No. 2 Effective Date, all accrued and unpaid interest on the Term Loans to, but not including, the Amendment No. 2 Effective Date on the Amendment No. 2 Effective Date. (e) The payment of all fees, expenses and other amounts due and payable on or prior to the Amendment No. 2 Effective Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or any Amendment No. 2 Arranger, and in respect of which the Borrower has received an invoice in reasonable detail at least two Business Days prior to the Amendment No. 2 Effective Date . (f) To the extent requested by an Additional Tranche A Term Lender in writing not less than three (3) Business Days prior to the Amendment No. 2 Effective Date, the Administrative Agent shall have received fully executed originalsreceived, each in form and substance satisfactory not less than three (3) Business Days prior to the Administrative AgentAmendment No. 2 Effective Date, of each of the following: (i) this Amendment all documentation and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter other information with respect to the Intercreditor Agreement; Borrower required by regulatory authorities under applicable “know- your-customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. (xig) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, The Administrative Agent shall have received payment a fee in cash for the account of all fees and other amounts required pursuant each Tranche A Lender equal to (i) 10 basis points of the principal amount of such Lender’s Tranche A Term Loans on the Amendment No. 2 Effective Date that represent a rollover of such Tranche A Lender’s Term Loans outstanding prior to the Fee Letter Amendment No. 2 Effective Date and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereofii) is conditioned upon the accuracy 20 basis points of the representations and warranties set forth in Section 3 hereof.principal amount of such Tranche A Lender’s Tranche A Term Loans on the Amendment No. 2 Effective Date that do not represent a rollover of Term Loans outstanding prior to the Amendment No. 2

Conditions to Effectiveness. This The effectiveness of this Amendment and the obligations of the Lenders hereunder are subject to the following conditions, unless the Required Lenders waive such conditions: (a) The Borrower shall become effective when, and only when, have delivered to the Administrative Agent shall have received fully executed originals, each the following in form and substance satisfactory to the Administrative Agent, of each of the following: : (i) duly executed counterparts of this Amendment signed by the Borrower, the Guarantors, the Administrative Agent, the New Lender and the reaffirmation by all Extending Lenders (as defined below); (A) a duly executed Revolver Note, as the New Lender may require, (B) a duly executed Replacement Note, as each Increasing Lender and the Decreasing Lender may require and (C) a duly executed Amended and Restated Swing Advance Note in the principal amount of the Guarantors; (ii) the Fee Letter; $50,000,000; (iii) the Credit Agreement Agency Transition Agreement; (iv) each a certificate of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor Secretary or Assistant Secretary of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such party approving or consenting to this Amendment and certifying that the Loan Parties’ Organizational Documents and Operating Documents have not changed since the Closing Date (or, if any Loan Party’s Organizational Documents or Operating Documents have changed since the Closing Date, attaching such Organizational Documents and Operating Documents); (iv) a certificate of the Chief Financial Officer or other Responsible Officer of the Borrower, certifying that (x) as of the date hereof of this Amendment, all representations and warranties of the Borrower and the Guarantors contained in each casethis Amendment, the Credit Agreement and the other Loan Documents are true and correct (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date), (y) immediately after giving effect to this Amendment (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower is in compliance with the covenants contained in Article V of the Credit Agreement, and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to this Amendment (including any Borrowings in connection therewith and the application of the proceeds thereof); (v) a certificate of the Secretary of State (or equivalent Governmental Authority) of each Loan Party’s state of organization as to the good standing or existence of such Loan Party; (vi) an opinion of counsel to the Loan Parties, dated the Fifth Amendment Effective Date, in a form satisfactory to the Administrative Agent and substance satisfactory covering such matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; and (vii) such other documents or items that the Administrative Agent, the Lenders or their counsel may reasonably request. (b) The Borrower shall have paid (i) to the Administrative Agent, together with all such other agreementsfor the account of each Extending Lender, opinions and documents as an amendment fee in an amount separately agreed among the Borrower, the Administrative Agent may request. In additionand such Extending Lender, (ii) to the Administrative Agent, for the account of each Increasing Lender and the New Lender, an upfront fee in an amount separately agreed among the Borrower, the Administrative Agent and such Lender and (iii) to the Administrative Agent an arrangement fee in an amount previously agreed between the Borrower and the Administrative Agent. (i) Each Lender party to the Credit Agreement immediately prior to giving effect to this Amendment which elected not to be party to this Amendment (each, a “Non-Extending Lender”; all other Lenders party to the Credit Agreement immediately prior to giving effect to this Amendment, other than the New Lender, being “Extending Lenders”) shall have received payment an amount equal to the outstanding principal of all such Non-Extending Lender’s Advances, accrued interest thereon, accrued fees and all other amounts required pursuant payable to it under the Credit Agreement and under the other Loan Documents (including any amounts under Section 8.05 of the Credit Agreement) and (ii) the Decreasing Lender shall have received a payment with respect to the Fee Letter principal of such Decreasing Lender’s Advances in an amount necessary to ensure that the outstanding principal amount of such Decreasing Lender’s Advances is proportionate to its revised Revolver Commitment set forth on Schedule 2.01 to this Amendment. (d) The Borrower shall have paid to the Administrative Agent, upon application with appropriate documentation, all reasonable costs and Section 5 hereof. The effectiveness expenses of the Administrative Agent, including reasonable fees, charges and disbursements of counsel for the Administrative Agent, incurred in connection with this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereoftransactions contemplated herein.

Conditions to Effectiveness. This Amendment The effectiveness of this Agreement is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent's receipt of the following, each of which shall become effective whenbe originals or telecopies (followed promptly by originals) unless otherwise specified, and only whenin the case of documents delivered by the Borrower, each properly executed by a Responsible Officer of the Administrative Agent shall have received fully executed originalsBorrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent, of Agent and each of the following: Lenders: (i) executed counterparts of this Amendment and the reaffirmation by all of the GuarantorsAgreement; L/C CREDIT AGREEMENT - Page 50 (ii) the Fee LetterCollateral Documents, executed by the Loan Parties party thereto in appropriate form for recording, where necessary, granting Liens in the Collateral owned by the Borrower and its Subsidiaries, together with: (A) such Lien searches as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary to confirm that the Collateral is subject to no Liens in favor of any Persons (other than the Liens securing the Obligations and the Liens permitted by Section 7.01); and (B) evidence that all other actions necessary or, in the opinion of the Administrative Agent or the Lenders, desirable to perfect and protect such Liens and the Administrative Agent's ability to preserve and protect its interests in and access to the Collateral, have been taken; (iii) the Credit L/C Intercreditor Agreement Agency Transition Agreement; executed by each of the parties thereto; (iv) an amendment to the Intercreditor Agreement executed by each of the Assignment Agreements; parties thereto; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Revolving Credit Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Note in favor Documents to which such Loan Party is party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed; (vii) a legal opinion of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior counsel to the Loan Parties, addressed to the Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lendersand each Lender; and (viii) second amendments to each Mortgage; a Borrowing Base Certificate; (ixb) secretary certificates of each Loan Party with attachments thereto; (xthe conditions precedent set forth in Section 4.02(a) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xixb) an Omnibus Reaffirmation of Loan Documents shall have been satisfied; (c) any fees required to be paid on or before the Closing Date shall have been paid; and (d) unless waived by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with the Borrower shall have paid all such other agreementsfees, opinions charges and documents as disbursements of counsel to the Administrative Agent may requestto the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided, L/C CREDIT AGREEMENT - Page 51 that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). In additionWithout limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, 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 payment of all fees and other amounts required pursuant notice from such Lender prior to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereofproposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. This Amendment shall will become effective whenas of the date hereof (the "Amendment Effective Date") upon receipt by the Administrative Agent (or, and only whenin the case of clause (g) below, the applicable Lender) of the following: (a) the fully executed counterparts of this Amendment (including the Ratification of Guaranty hereto by the Guarantors) executed by the Loan Parties, the Administrative Agent shall and the requisite Lenders; (b) to the extent any Lender with a WC Commitment does not currently have received fully executed originalsa Note and requests a Note in connection with this Amendment, a Note for each such requesting Lender; (c) a certificate from each Loan Party in form and substance satisfactory to the Administrative Agent, of each Agent and dated as of the following: Amendment Effective Date as to the incumbency of, and bearing manual specimen signatures of, the officers or other authorized signatories of such Loan Party who are authorized to execute and take actions under this Amendment on behalf of such Loan Party (or a certification that no changes have been made to the list provided to the Administrative Agent on May 5, 2021 in the certificate delivered pursuant to Section 4(e) of the Fifth Amendment to Third Amended and Restated Credit Agreement dated as of May 5, 2021 (the "Fifth Amendment") among the Loan Parties, the Lenders and the Administrative Agent (the "Fifth Amendment Certificate") and supplemented on November 29, 2021 in the certificate delivered in connection with the increase in the WC Commitment effective November 29, 2021(the "Accordion Certificate"), and certifying and attaching copies of (i) this each Loan Party's Organizational Documents (or a certification that no changes have been made to such Loan Party's Organizational Documents from those delivered to the Administrative Agent with the Fifth Amendment Certificate); and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; resolutions of each Loan Party's board of directors, members or managers, as the case may be, authorizing the transactions contemplated by this Amendment; (iiid) unless waived by the Credit Agreement Agency Transition Agreement; Administrative Agent, a good standing and legal existence certificate for each Loan Party, issued by the state in which such Loan Party is organized; (ive) each a favorable opinion of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of S▇▇▇ ▇▇▇▇▇, Esq. and V▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of & E▇▇▇▇▇ Fargo; (vii) assignments of LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Mortgage from BofALender, as prior to matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (f) the Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter is satisfied that all actions have been taken with respect to flood determinations as is required to comply with applicable law; and (g) evidence that any fees required to be paid on or before the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent Amendment Effective Date shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereofbeen paid.

Conditions to Effectiveness. This Amendment The effectiveness of this Agreement is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall become effective whenbe originals or facsimiles (followed promptly by originals) or electronic copies (following promptly by originals) unless otherwise specified, and only wheneach properly executed by a Responsible Officer of the signing Loan Party, the Administrative Agent shall have received fully executed originalsif any, each in form and substance reasonably satisfactory to the Administrative Agent, of each of the following: : (i) counterparts of this Amendment Agreement, duly executed by Holdings, the Borrower, the Guarantors and the reaffirmation by all of the Guarantors; Administrative Agent; (ii) a Note executed by the Fee Letter; Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iii) the Credit Agreement Agency Transition Agreement; [Reserved]; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofAsuch resolutions or other action, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, case in form and substance satisfactory to the Administrative Agent, together with all such incumbency certificates and/or other agreements, opinions and documents certificates of Responsible Officers of each Loan Party as the Administrative Agent may request. In additionreasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date and with appropriate insertions and attachments, including the certificate of incorporation (or equivalent thereof) of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party and a long form good standing certificate (or equivalent thereof) for each Loan Party from its jurisdiction of organization; (v) opinion from (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, special New York counsel to Holdings substantially in the form of Exhibit F and (ii) local counsel in Washington as may be reasonably requested by the Administrative Agent; (vi) evidence that all insurance (including title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and (vii) [Reserved]; and (viii) a certificate signed by a Responsible Officer of the Borrower certifying compliance with the conditions set forth in paragraphs (o) and (p) of this Section 4.01. (b) The Administrative Agent shall have received counterparts of the Fee Letter, duly executed by the Borrower and Holdings. (c) The Lenders and the Administrative Agent shall have received payment in full in cash of all costs, fees and other amounts expenses due and payable (including those required pursuant to be paid to such Lenders hereunder) and invoiced before the Closing Date. (d) [Reserved]. (e) [Reserved]. (f) The Lenders shall have received (i) the Audited Financial Statements and Unaudited Financial Statements and (ii) projections through December 31, 2014, in form reasonably satisfactory to the Fee Letter and Section 5 hereof. The effectiveness Administrative Agent, accompanied by a certificate of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy a Responsible Officer of the Borrower stating that such projections are based on estimates, information and assumptions believed by management of the Borrower to be reasonable on the Closing Date and that to his or her best knowledge, such Responsible Officer (not in his or her individual capacity, but solely as a Responsible Officer) has no reason to believe that such projections are incorrect or misleading in any material respect (it being understood and agreed that the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Responsible Officer and that no assurance can be given that any of the projections will be realized, and that such projections are not a guarantee of financial performance and actual results may differ from the projected results and such differences may be material). (g) [Reserved]. (h) [Reserved]. (i) The Administrative Agent shall have received at least three days prior to the Closing Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, requested by such Person. (j) [Reserved] (k) [Reserved] (l) No Default or Event of Default shall have occurred and be continuing under the Existing Credit Agreement at the time of or immediately after giving effect to such proposed Loan. (m) The Borrower shall close, at substantially the same time as the closing time hereof, that certain secured credit agreement among the Borrower, the Administrative Agent and the Lenders providing for a term loan in the aggregate principal amount of $45,000,000 (the “Secured Credit Facility”). (n) Holdings shall issue to the Lenders the Warrants. (o) The representations and warranties set forth of the Borrower and each other Loan Party contained in Section 3 hereofArticle V or any other Loan Document shall be true and correct in all material respects as of the date of such Loan; provided that, to the extent that such representations and warranties specifically refer 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 in all respects on such respective dates. (p) No Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such proposed Loan.

Conditions to Effectiveness. This Upon the satisfaction of each of the following conditions, this Amendment shall become be deemed to be effective when(the date such conditions are satisfied, the “Effective Date”): (a) the Administrative Agent shall have received counterparts of this Amendment executed by the Administrative Agent, the Required Lenders and only whenthe Borrowers; (b) the Administrative Agent shall have received counterparts of the Guarantor Consent executed by each Guarantor; (c) the Administrative Agent shall have received (i) an amendment to the Mortgage for the Real Estate of Imation comprising Imation’s corporate headquarters at ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ and (ii) a date down endorsement to the mortgagee title policy previously delivered to the Administrative Agent covering the Administrative Agent’s interest under the Mortgage, in a form and by an insurer acceptable to the Administrative Agent (collectively with those documents in clauses (a) through (b) of this Section, the “Amendment Documents”); (d) subject to Section 6 of this Amendment, the Administrative Agent shall have received fully executed originalssatisfactory evidence that the Liens in favor of the Administrative Agent on the equity interests of the First-Tier Foreign Subsidiaries required to be pledged continue to have been validly created, are enforceable and have been perfected under the laws of each applicable jurisdiction; (e) the Administrative Agent shall have received certificates, in form and substance satisfactory to it, from a Responsible Officer of each Borrower certifying that, after giving effect to this Amendment and the transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Article V of the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; provided, however, that any representation or 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; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents; (f) the Administrative Agent shall have received a certificate of a Responsible Officer of each Loan Party, certifying (i) that attached copies of such Loan Party’s Organization Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents (the Administrative Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Loan Party in writing); (g) the Administrative Agent shall have received good standing certificates for each Loan Party, issued by the Secretary of State or other appropriate official of such Loan Party’s jurisdiction of organization and each other jurisdiction reasonably requested by the Administrative Agent where such Loan Party’s conduct of business or ownership of Property necessitates qualification; (h) the Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇ & Whitney LLP and Imation’s General Counsel, each in form and substance satisfactory to the Administrative Agent, of each of the following: ; (i) this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; Administrative Agent and the Lead Parties shall have completed its business, financial and legal due diligence of the Loan Parties, including such collateral reviews, inventory and real estate appraisals, field examinations, audits, environmental assessments and other reviews (vincluding, without limitation, a Phase I environmental report for the Oakdale, MN headquarters real property), by such Person and/or third parties, as each such Person deems appropriate; (j) no material adverse change shall have occurred, in the opinion of the Administrative Agent or any Joint Lead Arranger, in the business, assets, properties, liabilities, operations or condition of the Borrowers since December 31, 2011; (k) no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that in the Administrative Agent’s or any Joint Lead Arranger’s judgment could reasonably be expected to have a Material Adverse Effect; (l) the Revolving Credit Loan Note Administrative Agent and the Joint Lead Arrangers shall have received, in favor form and substance satisfactory to them, (i) monthly consolidated financial projections of ▇▇▇▇▇ Fargo; Imation and its Subsidiaries through December 31, 2012 and (viii) annual consolidated financial projections of Imation and its Subsidiaries through the fiscal year ending December 31, 2016; (m) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary shall have received Insurance Assignments and certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter insurance with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofABorrowers’ property and liability insurance, as prior together with a loss payable endorsement naming the Administrative Agent for the benefit of the Lendersas loss payee, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as ; (n) the Administrative Agent and the Lead Lenders shall have received satisfactory evidence that the Borrowers have received all governmental and third party consents and approvals as may request. In additionbe appropriate in connection with this Agreement and the transactions contemplated hereby; (o) the Administrative Agent and the Lead Lenders shall be satisfied with the Borrowers’ capital structure and indebtedness, including the Administrative Agent’s receipt of satisfactory evidence that the Borrowers are adequately capitalized, that the fair saleable value of the Borrowers’ assets will exceed its liabilities on the Effective Date, and that the Borrowers will have sufficient working capital to pay its debts as they become due; (p) the Administrative Agent and the Lead Lenders shall have received unaudited interim consolidated financial statements of the Borrowers for the quarterly period ended March 31, 2012 in form and substance satisfactory to the Administrative Agent; (q) the Administrative Agent and the Lead Lenders shall have received Borrowing Base Certificates in respect of each of the US Borrowing Base and the European Borrowing Base, each prepared as of March 31, 2012; (r) Total Availability (after giving effect to all fees and expenses paid on the Effective Date pursuant to this Amendment, all fee letters, the Credit Agreement and the other Loan Documents) shall be greater than or equal to $120,000,000; (s) the Aggregate Commitments received from the Lenders shall be greater than or equal to $200,000,000; (t) the Administrative Agent shall have received payment satisfactory evidence that the Administrative Agent (on behalf of the Lenders) shall continue to have a valid and perfected first priority security interest in the Collateral; and (u) the Borrowers shall have paid all fees and other amounts required expenses to be paid to the Administrative Agent, the Lenders and the Lead Parties pursuant to their respective fee letters, the Fee Letter Credit Agreement and Section 5 hereof. The effectiveness the other Loan Documents, including without limitation, all reasonable out-of-pocket costs and expenses of the Administrative Agent incurred in connection with the development, preparation, negotiation, execution and delivery of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy reasonable fees and expenses of the representations and warranties set forth in Section 3 hereofWinston & ▇▇▇▇▇▇ LLP.

Conditions to Effectiveness. This Amendment of this Agreement, Initial Loans and Letters of Credit. The effectiveness of this Agreement, the obligation of each Restructuring Lender to make or restructure its Loans on the Closing Date and to participate in the Letters of Credit outstanding on the Closing Date and of the Letter of Credit Bank to issue any Letter of Credit on the Closing Date are subject to the satisfaction or waiver by the Lenders of each of the conditions contained in Sections 6.1(b), (c) and (d) and each of the following conditions precedent: (a) receipt by the Administrative Agent for the account of each Lender of duly executed Notes, each dated the Closing Date, complying with the provisions of Section 2.4; (b) receipt by the Administrative Agent of fully executed copies of each of the Security Documents (other than any Mortgages not required to be delivered pursuant to Section 6.2(q)); (c) receipt by the Administrative Agent of (i) UCC-1 Financing Statements executed on behalf of the Borrower for filing in all jurisdictions in which it would be necessary or desirable to make a filing in order to provide the Collateral Agent (for its benefit and the benefit of the Secured Parties) with a perfected security interest in the Collateral and evidence of the filing of such UCC-1 Financing Statements in all jurisdictions in which it would be necessary to provide the Collateral Agent (for its benefit and the benefit of the Secured Parties) with a perfected security interest in substantially all the Inventory; and (ii) UCC-11 searches reflecting that no filings relating to Liens on the Collateral are of record in such jurisdictions except those permitted under the Credit Documents; (d) the New Cash Management Bank and the Borrower shall become effective whenhave entered into arrangements providing for the New Cash Management Bank to assume responsibility for the Borrower's primary cash management operations; (e) receipt by the Administrative Agent of (i) a favorable signed opinion, dated the Closing Date, of Bl▇▇▇▇▇▇▇, Sanders, Matheny, Weary & Lo▇▇▇▇▇▇, ▇.▇., counsel for the Borrower, substantially in the form of Exhibit J-1, and only whencovering such additional matters relating to the transactions contemplated hereby as the Lenders may reasonably request, (ii) a favorable signed opinion, dated the Closing Date, of Wachtell, Lipton, Ro▇▇▇ & Ka▇▇, special New York counsel for the Borrower, substantially in the form of Exhibit J-2, and covering such additional matters relating to the transactions contemplated hereby as the Lenders may reasonably request and (iii) such other favorable signed opinions of counsel as the Administrative Agent or its counsel may request; (f) receipt by the Administrative Agent of a Closing Certificate signed by an executive officer of the Borrower, substantially in the form of Exhibit K, with appropriate insertions and attachments satisfactory in form and substance to the Administrative Agent; (g) receipt by the Administrative Agent of all documents it may reasonably request relating to the existence of the Borrower and its Subsidiaries, the corporate authority for and the validity of this Agreement, the Notes and the other Credit Documents, and any other matters relevant hereto (including, without limitation, certified resolutions and incumbency certificates), all in form and substance satisfactory to the Administrative Agent; (h) there shall not have occurred since May 25, 1996, a material adverse change, or development or event involving a prospective change, which, in the reasonable judgment of the Lenders, could have a material adverse effect on (i) the assets, liabilities, properties, business, operations or condition, financial or otherwise, or prospects of the Borrower and its Subsidiaries, taken as a whole, (ii) the ability of the Borrower and its Subsidiaries to perform their obligations under the Credit Documents, or (iii) the rights and remedies of the Collateral Agent, the Administrative Agent Agent, the Letter of Credit Bank or the Lenders under the Credit Documents, and none of the Administrative Agent, the Collateral Agent, the Letter of Credit Bank or any Lender shall have received fully become aware of any theretofore previously undisclosed materially adverse information with respect to the matters described in subclause (i), (ii) or (iii) of this clause (h); (i) all transactions contemplated hereby shall be in compliance with and permitted by all applicable laws and regulations of the United States and all laws and regulations of each state (including, without limitation, environmental laws) except where such noncompliance or prohibition could not reasonably be expected to have a Materially Adverse Effect; (j) there shall be no actions, suits or proceedings by any Governmental Authority or other Person or investigation by any Governmental Authority or other Person pending or known by the Borrower to be threatened with respect to the Borrower or any of its Subsidiaries or (relating to the transactions contemplated hereunder) the Administrative Agent, the Collateral Agent, the Co-Agents, the Letter of Credit Bank or any Lender, which could reasonably be expected to have a Materially Adverse Effect; there shall be no judgment, order, injunction or other restraint prohibiting any of the transactions contemplated by any of the Credit Documents; (k) receipt by the Administrative Agent of evidence satisfactory to the Administrative Agent that all fees payable to the Administrative Agent, the Collateral Agent, the Letter of Credit Bank and the Lenders shall have been paid in full on or prior to the Closing Date, including without limitation the Amendment Fee, the Swingline Facility Fee, the fees required to be paid pursuant to Section 3.1(d) and the Fee Letter and the accrued and unpaid reasonable fees and expenses of the Administrative Agent and the Lenders (including, without limitation, the fees and disbursements of Za▇▇▇▇, Rodin & Go▇▇▇▇▇ ▇LP ("ZR&G"), special counsel to the Administrative Agent and the Collateral Agent, and Ernst & Young LLP, financial advisors to ZR&G, Em▇▇▇, ▇▇▇▇▇▇ & Ma▇▇▇▇ LLP, special real estate counsel to the Administrative Agent and the Collateral Agent and any special local real estate or patent and trademark counsel to the Administrative Agent and the Collateral Agent); (l) receipt by the Administrative Agent and the Collateral Agent of this Agreement duly executed originalsand delivered by the Co-Agents, the Letter of Credit Bank, all of the Lenders and the Borrower; (m) receipt by the Administrative Agent of all necessary consents and waivers of third parties, if any, each in form and substance satisfactory to the Administrative Agent; (n) to the extent available, of each of receipt by the following: (i) this Amendment Administrative Agent and the reaffirmation by all Collateral Agent of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary original certificates of each Loan Party with attachments thereto; (x) a waiver insurance and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each caseinsured insurance endorsements, in form and substance satisfactory to the Administrative Agent and the Collateral Agent, with respect to the insurance coverage required pursuant to Section 8.3 and described on Schedule IV (it being understood that any documentation remaining to be delivered hereunder shall be delivered in accordance with Section 8.32); (o) to the extent available and not previously provided, receipt by the Administrative Agent of the original certificates of title for vehicles pledged to the Collateral Agent (it being understood that any documentation remaining to be delivered hereunder shall be delivered in accordance with Section 8.32); (p) receipt by the Administrative Agent of such other documents and agreements as may be reasonably requested by the Administrative Agent, the Collateral Agent, the Lenders or ZR&G in connection with the financing contemplated hereunder; and (q) to the extent available, receipt by the Administrative Agent of executed Mortgages with respect to each Available Property listed on Schedule III, together with all the Title Policies and Surveys for each such other agreements, opinions Mortgage and documents as Administrative Agent may request. In addition, Administrative Agent shall have received the payment of all fees relating thereto and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy evidence of the representations filing of Mortgages with respect to each Available Property listed on Schedule III in the appropriate filing or recording offices and warranties set forth in Section 3 hereofthe payment of all taxes and recording fees relating thereto.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective when, and only whenbe subject to the satisfaction (or waiver) of the following conditions precedent (the date upon which this Amendment becomes effective, the Administrative “Fourth Amendment Effective Date”): (a) The Agent (or its counsel) and each 2025 Extending Revolving Lender shall have received fully executed originalseach of the following, each dated as of the Fourth Amendment Effective Date, unless otherwise indicated or agreed to by the Agent and the 2025 Extending Revolving Lenders, and each in form and substance reasonably satisfactory to the Administrative Agent, of Agent and each of the following: 2025 Extending Revolving Lender: (i) executed counterparts of this Amendment by the Borrower, Parent and each 2025 Extending Revolving Lender; (ii) executed counterparts of the Second Amendment to Master Agency Agreement by the Borrower and parties thereto; (iii) a Note executed by the Borrower in favor of each 2025 Extending Revolving Lender requesting a Note; (iv) a certificate of each Loan Party signed by a Responsible Officer of such Loan Party evidencing (A) the authority of such Loan Party to enter into this Amendment and the reaffirmation by all of the Guarantors; other Loan Documents to which such Loan Party is a party and (iiB) the Fee Letter; (iii) identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; other Loan Documents to which such Loan Party is a party; (v) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Revolving Credit Agent may reasonably request (or a certification that such Organizational Documents or other documents have not been modified since such Organizational Documents or other documents have been previously delivered to the Agent), to evidence that each Loan Note Party is duly organized or formed, and that each Loan Party is validly existing, in favor good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to so qualify in such jurisdiction would not reasonably be expected to have a Material Adverse Effect; (vi) opinions of ▇▇▇▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of & ▇▇▇▇▇ Fargo; LLP, counsel to the Loan Parties, addressed to the Agent and each Lender, as to such matters concerning the Loan Parties, this Amendment; (vii) assignments a certificate signed by a Responsible Officer of each Mortgage from BofAthe Borrower certifying (A) that the conditions specified in Section 3(f) and Section 3(g) hereof have been satisfied, (B) that, since the date financial statements were delivered pursuant to Section 6.01(a) of the Existing Credit Agreement, there has been no event or circumstance that has had or would be reasonably expected to have a Material Adverse Effect, (C) to the Solvency of the Loan Parties, on a Consolidated basis, as prior Administrative Agent for the benefit of the LendersFourth Amendment Effective Date immediately after giving effect to the transactions contemplated hereby to occur on the Fourth Amendment Effective Date, to ▇▇▇▇▇ Fargoand (D) either that (1) no consents, as successor Administrative Agent for licenses or approvals are required in connection with the benefit execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Lenders; Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (viii) second amendments results of searches or other evidence reasonably satisfactory to the Agent (in each Mortgagecase dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements, releases, satisfactions, discharges or subordination agreements, as applicable, reasonably satisfactory to the Agent are being tendered concurrently with the Fourth Amendment Effective Date or with respect to which other arrangements reasonably satisfactory to the Agent have been made; (b) The consummation of the transactions contemplated hereby shall not violate any applicable Law in any material respect or any Organization Document in all respects. (c) The Agent and the 2025 Extending Revolving Lenders shall have received, at least three (3) Business Days prior to the Fourth Amendment Effective Date: (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations and requested by the Agent or the 2025 Extending Revolving Lenders in writing at least seven (7) Business Days prior to the Fourth Amendment Effective Date, including without limitation the USA PATRIOT Act, in each case, the results of which are reasonably satisfactory to the Agent and (ii) to the extent the Borrower qualifies as a “legal entity customer”, the Borrower shall deliver to the 2025 Extending Revolving Lenders, if it so requests (which request is made through the Agent), a certification regarding beneficial ownership required by the Beneficial Ownership Certification in relation to the Borrower; provided that the Agent has provided the Borrower the electronic delivery requirements of the 2025 Extending Revolving Lenders at least seven (ix7) secretary certificates Business Days prior to the Fourth Amendment Effective Date; (d) All fees required to be paid to the Agent or any 2025 Extending Revolving Lender on or before the Fourth Amendment Effective Date, including pursuant to this Amendment and any fee letter, shall have been paid in full, and all fees required to be paid to the 2025 Extending Revolving Lenders on or before the Fourth Amendment Effective Date shall have been paid in full or, in each case, will be paid substantially concurrently with the consummation of the transactions contemplated hereunder; (e) The Borrower shall have paid all reasonable and documented fees, charges and out-of-pocket disbursements of one external counsel to the Agent to the extent required to be paid under the Existing Credit Agreement and invoiced at least two (2) Business Days (unless otherwise agreed) prior to the Fourth Amendment Effective Date, or will be paid substantially concurrently with the consummation of the transactions contemplated hereunder; (f) The representations and warranties of each Loan Party contained in Article V of the Existing Credit Agreement or in any other Loan Document, or which are contained in any document furnished at any time under or in connection with attachments thereto; the Existing Credit Agreement or any other Loan Document, shall be true and correct in all material respects on and as of the Fourth Amendment Effective Date, except (xi) a waiver and notice letter (other than with respect to the Intercreditor Agreement; (xiSection 5.05(c) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xiiExisting Credit Agreement) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (xviiii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee in the case of any representation and additional insured; warranty qualified by materiality or “Material Adverse Effect”, such representation and warranty shall be true and correct in all respects, and (xixiii) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth contained in Section 3 hereofhereof and subsection (a) of Section 5.05 of the Existing Credit Agreement shall be deemed to refer to the most recent statements furnished to the Agent pursuant to Section 6.01 of the Existing Credit Agreement; and (g) No Default or Event of Default has occurred and is continuing or would result from this Amendment.

Conditions to Effectiveness. This Amendment Agreement and the obligations of the Lenders party hereto to make their respective Commitments and Loans, as provided in the Amended and Restated Credit Agreement, shall become effective whenon and as of the first Business Day on which the following conditions shall have been satisfied, and only when, or waived by each Amending Lender (the “Effective Date”): (a) the Administrative Agent shall have received fully counterparts of this Agreement, duly executed originalsand delivered by, or on behalf of, (i) the Borrower, (ii) Holdings, (iii) each Subsidiary Guarantor, (iv) the Administrative Agent, (v) all Amending Lenders (constituting all Lenders as of the Effective Date), (vi) each Swingline Lender, and (vii) each Letter of Credit Issuer; (b) the Administrative Agent shall have received a duly executed and completed written notice of voluntary termination of all Commitments (as defined in the Original Credit Agreement) and voluntary prepayment of “Term Loans” and “Revolving Credit Loans” (each as defined in the Original Credit Agreement), delivered to the Administrative Agent in accordance with the applicable provisions of Sections 4.2 and 5.1 of the Original Credit Agreement; (c) the Administrative Agent shall have received a duly executed and completed Notice of Borrowing from the Borrower issued with respect to the Initial Term Loans and made in compliance with Section 2.3(a) of the Amended and Restated Credit Agreement; (d) the Administrative Agent shall have received (i) a certified copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of each the board of directors, other managers or general partner of the following: Borrower and each other Credit Party (ior a duly authorized committee thereof) authorizing the execution, delivery and performance of this Amendment Agreement and the reaffirmation by all performance of the Guarantors; Amended and Restated Credit Agreement and the other Credit Documents to which such Credit Party is a party, in each case as modified by this Agreement, certified as of the Effective Date by an Authorized Officer of such Credit Party as being in full force and effect without modification or amendment, and (ii) the Fee Letter; good standing certificates for such Credit Party for each jurisdiction in which such Credit Party is organized; (iiie) the Administrative Agent shall have received such incumbency certificates and/or other certificates of Authorized Officers of the Borrower and each other Credit Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Authorized Officer of such Credit Party authorized to act as an Authorized Officer in connection with this Agreement, the Amended and Restated Credit Agreement Agency Transition Agreement; and the other Credit Documents to which such Credit Party is a party; (iv) each of the Assignment Agreements; (vf) the Revolving Credit Loan Note in favor of ▇Administrative Agent shall have received from Ropes & ▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofALLP, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Holdings, the Borrower and the Guarantors; (xiv) equity powers other Credit Parties, an executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to legal opinion covering such matters as the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee Administrative Agent may reasonably request and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance otherwise reasonably satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, ; (g) the Administrative Agent shall have received payment the results of all fees a recent lien search in each of the jurisdictions where the Borrower and the other amounts required Credit Parties are organized, and such searches shall reveal no Liens on any of the assets of the Credit Parties, except for Permitted Liens, Liens otherwise permitted under Section 10.2 of the Amended and Restated Credit Agreement and/or Liens discharged on or prior to the Effective Date pursuant to documentation reasonably satisfactory to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment Administrative Agent; (other than Sections 4, 5, 6 and 7 hereofh) is conditioned upon the accuracy of the representations and warranties contained (i) in Section 3 of this Agreement, and (ii) in Section 8 of the Credit Agreement and in the other Credit Documents, shall, in each case, be true and correct in all material respects, on and as of the Effective Date, except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct 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 in all respects on the Effective Date or on such earlier date, as the case may be (after giving effect to such qualification); (i) no Default or Event of Default exists immediately before or immediately after giving effect to this Agreement; (j) the Administrative Agent shall have received a certificate, dated as of the Effective Date, signed by an Authorized Officer of the Borrower certifying as to compliance with the conditions precedent set forth in clauses (h) and (i) of this Section 3 hereof4; (k) the Administrative Agent shall have received an executed Note for each Lender that requests a Note at least three Business Days prior to the Effective Date; (l) the Administrative Agent shall have received all documentation and other information reasonably requested in writing at least five Business Days prior to the date hereof in order to allow any Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT ACT; (m) the Administrative Agent shall have received a solvency certificate from the chief financial officer of the Borrower as to the solvency (on a consolidated basis) of the Borrower and its Subsidiaries as of the Effective Date; (n) the Administrative Agent shall have received copies of insurance certificates evidencing the insurance required to be maintained by the Borrower and the Restricted Subsidiaries pursuant to Section 9.3 of the Amended and Restated Credit Agreement; (o) the Borrower shall have paid all reasonable out of pocket costs and expenses of the Administrative Agent (including the reasonable fees, disbursements and other charges of counsel) for which invoices have been presented at least two Business Days prior to the Effective Date; and (p) the Borrower shall have paid to the Administrative Agent, for the account of (i) each of the “Joint Lead Arrangers and Joint Bookrunners” listed as such on the cover sheet of this Agreement (each a “JLA”), all fees payable to such JLA pursuant to each applicable engagement letter and fee letter made between or among the Borrower and the various JLAs, (ii) each Revolving Credit Lender making any Revolving Credit Commitments on the Effective Date (regardless of whether undrawn or drawn in whole or in part on the Effective Date), a non-refundable upfront fee in an amount equal to 0.20% of the aggregate principal amount of the Revolving Credit Commitments made by such Revolving Credit Lender on the Effective Date, and (iii) the Initial Term Loans shall have been issued on the Effective Date subject to an original issue discount of 0.25%.

Conditions to Effectiveness. This Amendment Notwithstanding any other provision of this Agreement and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Agreement shall become effective when, and only when, upon satisfaction of the following conditions: (a) the Administrative Agent shall have received fully executed originalscounterparts to this Agreement from the Borrower and the Lenders; (b) the Administrative Agent shall have received an Acknowledgment of Obligations substantially in the form of Exhibit B attached hereto, executed by the Borrower and each Subsidiary Guarantor. (c) Administrative Agent shall have received from the Borrower a duly executed Compliance Certificate dated as of the Third Amendment Effective Date (the “Third Amendment Compliance Certificate”) in form and substance reasonably satisfactory to the Administrative Agent, of each of the following: ; (i) this Amendment and the reaffirmation by all of the Guarantors; (iid) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory shall have paid to the Administrative Agent, together with all for the account of each of the Lenders consenting to the Amendments (each such other agreementsLender, opinions a “Consenting Lender”), an amendment fee in an amount equal to $25,000 (the “Amendment Fee”) and documents as the Administrative Agent may request. In additionwill distribute to each such Consenting Lender its Pro Rata Share of such Amendment Fee; (e) to the extent the Borrower is invoiced prior to the Third Amendment Effective Date, reimbursement or payment of its costs and expenses incurred in connection with this Agreement or the Credit Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Administrative Agent); and (f) the Administrative Agent shall have received payment a certificate from an authorized officer of all fees each of the Borrower in form and other amounts required pursuant substance reasonably satisfactory to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment Administrative Agent (other than Sections 4, 5, 6 and 7 hereofi) is conditioned upon certifying as to the accuracy incumbency of the representations officers of the Borrower executing this Agreement, (ii) attaching resolutions of the board of directors or comparable governing body of the Borrower approving this Agreement or confirming that resolutions previously adopted by the board of directors or comparable governing body of the Borrower authorizing, among other things, amendments to the Credit Agreement have not been modified or replaced since the date of such resolutions, (iii) attaching articles or certificate of incorporation, bylaws or comparable organizational documents of the Borrower and warranties set forth in Section 3 hereof(iv) attaching a bring-down good standing certificate of the Borrower from the Secretary of State or comparable office of the jurisdiction of organization of the Borrower.

Conditions to Effectiveness. This Amendment The amendments provided in Section 1 shall become effective when, at the date and only when, time (the Administrative “Effective Date”) that: (a) the Agent shall have received fully one or more counterparts of (i) this Amendment, executed originalsand delivered by the Borrowers, the Lenders and the Agent, (ii) the Consent and Reaffirmation in the form of Exhibit A hereto, executed and delivered by the Guarantors, and (iii) the Amendment No. 1 Fee Letter, dated as of the date hereof, between the Borrower Representative and the Agent, executed and delivered by the Borrower Representative and the Agent; (b) Borrowers shall have paid in immediately available funds and without offset or deduction of any kind a non-refundable amendment fee of .15% of the maximum amount of each Revolving Lender’s Revolving Loan Commitment to Agent for the pro rata benefit of each such Revolving Lender; (c) the Agent shall have received updates, if any, to the Perfection Certificate for each of the Credit Parties, in form and substance reasonably satisfactory to the Agent; (d) except to the extent waived by Agent in its discretion, the Agent shall have received copies of Uniform Commercial Code bring-downs of previously delivered reports listing all effective financing statements that name any of the Credit Parties as debtor, together with copies of such financing statements; (e) the Agent shall have received (i) updated Schedules to the Credit Agreement, (ii) Intellectual Property Security Agreements, if needed, executed by the applicable Credit Party in favor of the Agent, (iii) updated schedules to the Guaranty and Security Agreement, (iv) one or more lock-box agreements, if needed, in favor Agent in form and substance satisfactory to Agent, (v) Blocked Account Agreements, if needed, executed by the applicable Credit Party, each bank where such Credit Party maintains Blocked Accounts and the Agent, (vi) Landlord Agreements, if needed, for each leased property of a Credit Party, executed by the lessor of such leased property, the Credit Party named as lessee, and the Agent, (vii) satisfactory evidence that the insurance policies required by Section 5.4 of the Credit Agreement are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements, as requested by Agent, in favor of Agent, on behalf of Lenders, (viii) for each Credit Party, (1) articles or certificate of incorporation or certificate of formation, as applicable, and all amendments thereto, (2) except to the extent waived by Agent in its discretion, good standing certificates (including verification of tax status) in its state of incorporation or formation, as applicable, (3) except to the extent waived by Agent in its discretion, good standing certificates (including verification of tax status) and certificates of qualification to conduct business in each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, each dated a recent date before the Effective Date and certified by the applicable Secretary of State of other authorized Governmental Authority, (4) its by-laws or operating agreement, as applicable, together with all amendments thereto, (5) resolutions of such Person’s Board of Directors or Board of Members, as applicable, approving and authorizing the execution, delivery and performance of the this Amendment, each certified as of the Effective Date by such Person’s secretary or assistant secretary as being in full force and effect without any modification or amendment, (6) signature and incumbency certificates of the officers of such Person executing the Amendment, certified as of the Effective Date by such Person’s secretary or assistant secretary as being true, accurate, correct and complete, (ix) a certificate of an Authorized Officer of each Credit Party, dated the Effective Date, stating that the conditions set forth in Section 2.2 of the Credit Agreement are satisfied, in each case in form and substance satisfactory to Agent; (f) the Agent shall have received such other documents, instruments, agreements and legal opinions as Agent shall reasonably request in connection with this Amendment, each in form and substance reasonably satisfactory to the Administrative Agent, ; and (g) there shall be no continuing Default or Event of each of the following: Default (i) this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect after giving effect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofAamendments contemplated by this Amendment), as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth of the Borrowers contained in Section 3 hereofthis Amendment shall be true and correct in all material respects.

Conditions to Effectiveness. This Amendment Agreement shall become effective whenon the date that each of the following conditions have been satisfied (or waived in accordance with Section 10.01): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and only when, the Administrative Agent shall have received fully executed originals, each in form and substance satisfactory to the Administrative Agent, Agent and each of the Lenders: (i) executed counterparts of each of this Agreement, the following: (i) this Amendment Guaranty, the Security Agreement, the Pledge Agreement, the IP Security Agreement, and each other Collateral Document, sufficient in number for distribution to the Administrative Agent, each Lender and the reaffirmation by all of the Guarantors; Borrower; (ii) a Note executed by the Fee Letter; Borrower in favor of each Lender requesting a Note; (iii) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Credit Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement Agency Transition Agreement; and the other Loan Documents to which such Loan Party is a party; (iv) such customary documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that the Borrower and each Guarantor is validly existing and in good standing in its jurisdiction of the Assignment Agreements; organization; (v) the Revolving Credit Loan Note in favor favorable opinions of Wachtell, Lipton, ▇▇▇▇▇ Fargo; (vi) & ▇▇▇▇, as New York counsel to the Swing Line Loan Note in favor of Parties, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA& ▇▇▇▇▇▇▇, P.A., as prior Administrative Agent for Delaware counsel to the benefit of the Lenders, to Loan Parties and H. ▇▇▇▇▇ Fargo▇▇▇▇▇▇▇▇▇, as successor General Counsel to the Borrower, addressed to the Administrative Agent for the benefit and each Lender; (vi) a certificate of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with attachments thereto; the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since September 30, 2011 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated; (ix) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as reasonably requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in intellectual property that constitutes Collateral; (x) a waiver and notice letter with respect completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable discretion, to perfect the Intercreditor Agreement; Administrative Agent’s security interest in the Collateral; (xi) assignments of all control agreements from BofAstock or membership certificates, as prior Administrative Agent for if any, evidencing the benefit of Equity Interests pledged pursuant to the Lenders, Collateral Documents and undated stock or transfer powers duly executed in blank; in each case to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; extent such Equity Interests are certificated; (xii) amendments to the extent required to be delivered pursuant to the terms of the Collateral Documents, all Intellectual Property Security Agreements; instruments, documents and chattel paper in the possession of any of the Loan Parties, together with note powers, allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s and the Secured Parties’ security interest in the Collateral; (xiii) opinions executed counterparts of counsel to Borrower and the Guarantors; Post-Closing Agreement; (xiv) equity powers executed subject to the Post-Closing Agreement, copies of insurance declaration pages, certificates and endorsements of insurance evidencing liability and property insurance meeting the requirements set forth herein or in blank together with Pledged Securities; the Collateral Documents; (xv) receipt a solvency certificate signed by a Responsible Officer of cancelled existing Notesthe Borrower as to the Solvency of the Borrower and its Subsidiaries as of the Closing Date; and (xvi) amendments such other customary instruments, certificates or documents as the Administrative Agent the Required Lenders reasonably may request to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as extent such requests are provided in writing at least five Business Days in advance of the date hereof in each case, in form and substance satisfactory Closing Date. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, together with the Borrower shall have paid, to the extent required herein, all such other agreementsreasonable and documented fees, opinions charges and documents as disbursements of one counsel to the Administrative Agent may request(directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least two Business Days prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Closing Date. In additionWithout limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, 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 payment of all fees and other amounts required pursuant notice from such Lender prior to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereofproposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. This Sixth Amendment shall become effective whenon the first date (the “Sixth Amendment Effective Date”) upon which the following conditions have been satisfied: (a) each of the Borrower and the Required Lenders shall have signed a counterpart hereof and of all other Credit Documents executed in connection herewith to which each is to be, respectively, a party (whether the same or different counterparts), and only whenshall have delivered (including by way of facsimile or other electronic transmission) the same to the Administrative Agent; (b) each Subsidiary Guarantor shall have signed a counterpart of the acknowledgment attached to this Sixth Amendment (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to the Administrative Agent; (c) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to this Sixth Amendment; (d) Since December 31, 2013, there shall not have occurred a Material Adverse Effect or any event or condition that has had or could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (e) the Administrative Agent shall have received fully executed originalsa certificate, each dated as of the Sixth Amendment Effective Date, reasonably acceptable to the Administrative Agent and signed by an Authorized Representative of the Borrower, confirming the matters set forth in form Section 2 hereof; (f) the Administrative Agent shall have received a certificate, dated the Sixth Amendment Effective Date and substance satisfactory reasonably acceptable to the Administrative Agent, signed by an LONDON:553337.12 (A) as to the incumbency and genuineness of the signature of each Credit Party executing Credit Documents to which it is a party or (B) that such incumbency of such Credit Party executing Credit Documents to which it is a party has not changed since the date of the following: (i) this Amendment and the reaffirmation by all last certification of the Guarantors; same to the Administrative Agent and (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA), as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; Borrower only, that (xiA)(I) assignments attached thereto are true, correct and complete copies of all control agreements from BofAthe articles or certificate of incorporation, formation or other organizational document, as prior Administrative Agent for the benefit applicable, of the LendersBorrower, to ▇▇▇▇▇ Fargoand all amendments thereto, certified as of a recent date by the appropriate governmental officials in its jurisdiction of incorporation or formation, as successor Administrative Agent for applicable, or (II) the benefit articles or certificate of incorporation, formation or other organizational document, as applicable, of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and Borrower, have not been amended since the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as date of the date hereof in each case, in form and substance satisfactory last certification of such document to the Administrative AgentAgent and is in full force and effect on the Sixth Amendment Effective Date and (B) resolutions duly authorized by the board of directors (or other governing body) of the Borrower authorizing and approving the execution and delivery of, together with all and performance under, the Credit Agreement, this Sixth Amendment and the other Credit Documents to which such other agreements, opinions and documents as Administrative Agent may request. In addition, the Borrower is a party; (g) the Administrative Agent shall have received payment a true, correct and complete copies of (i) an excerpt from the Luxembourg Trade and Companies Register in relation to the Borrower and (ii) an electronic certificat de non inscription d’une décision judiciaire (certificate as to the non-inscription of a court decision), in relation to the Borrower, both dated on or about the date of the Sixth Amendment Effective Date; (h) the Administrative Agent shall have received from Luxembourg counsel (which shall be Wildgen) an opinion covering due authorization and execution of this Sixth Amendment; (i) the Borrower shall have paid (i) to the Administrative Agent all accrued costs, fees and other amounts required pursuant expenses (including, without limitation, reasonable fees and expenses of Shearman & Sterling LLP, Holland & Knight LLP and FTI Consulting Inc. as financial advisor to the Fee Letter Administrative Agent (without duplication of any fees and expenses allocable to FTI Consulting Inc. under the SSCF) in connection with this Sixth Amendment for which an invoice has been provided to the Borrower at least two Business Days before the anticipated Sixth Amendment Effective Date (which invoice may include a reasonable estimate of anticipated fees and expenses through the Effective Date) and (ii) an amendment fee in an aggregate amount equal to $390,000, which the Administrative Agent shall distribute pro rata to the Lenders that have consented to this Sixth Amendment. (j) The Borrower shall have prepaid Loans in an aggregate principal amount of $25,000,000 as a voluntary prepayment in accordance with Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy 5.01 of the representations Credit Agreement and warranties set forth terminated the Commitments in respect thereof in accordance with Section 3 hereof.4.02 so that, upon giving effect to such prepayment and termination of Commitments, the Total Commitment is $475,000,000. LONDON:553337.12

Conditions to Effectiveness. This Amendment Agreement shall become effective whenupon the satisfaction of all of the following conditions precedent on or before December 29, and only when, the 2000: (a) The Administrative Agent shall have received fully executed originalscounterparts hereof which, each in form and substance satisfactory to taken together, bear the Administrative Agent, of each signatures of the following: (i) this Amendment Borrowers and the reaffirmation by all of the Guarantors; Banks; (iib) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of The Domestic Borrowers, Baxt▇▇ ▇▇▇▇▇ Fargo; d Co., Inc. (vi) the Swing Line Loan Note in favor of "Baxt▇▇▇▇▇ Fargo; "), Incotec, Inc. (vii"Incotec") assignments of each Mortgage from BofAand Petoseed International, as prior Inc. ("Petoseed International") shall have granted to the Administrative Agent for the benefit of the LendersBanks a security interest in all personal property (other than (i) equipment subject to leases and other prior liens or claims, to ▇▇▇▇▇ Fargo(ii) fixtures, as successor Administrative Agent for the benefit growing crops, (iii) SVS's equity interests in LSL and (iv) voting stock of foreign subsidiaries in excess of 66% of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates voting stock of each Loan Party with attachments thereto; foreign subsidiary) in which a security interest may be granted under the Uniform Commercial Code (xthe "UCC") a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents which may be perfected by the Borrower and each Guarantor dated as filing of a financing statement under the date hereof in each caseUCC, all pursuant to security agreements satisfactory in form and substance to the Required Banks (the "New Security Documents"), including without limitation all of the capital stock of Petoseed International, Inc., all current assets, equipment, general intangibles and intellectual property of the Domestic Borrowers, Baxt▇▇, ▇▇cotec and Petoseed International, and all stock of Choo▇▇ ▇▇▇, ▇▇ngnong and all other Foreign Subsidiaries owned directly by the Domestic Borrowers or any of their Domestic Subsidiaries; (c) The Administrative Agent shall have received: (i) such financing statements as it may reasonably request to perfect the security interests granted to it under the New Security Documents; (ii) stock certificates representing 100% of the issued and outstanding capital stock of Petoseed International, Inc., together with blank stock powers therefor, and stock certificates representing 66% of the issued and outstanding capital stock of each of Hungnong, Choo▇▇ ▇▇▇ ▇▇▇ Peto Mexico International, S.A. de C.V., together with an executed stock power (or equivalent, if any) executed in blank for each such certificate; (iii) an incumbency and signature certificate for each Borrower satisfactory in form and substance to the Administrative Agent; and (iv) a certificate of the secretary or assistant secretary of each of the Borrowers, together with all such other agreements, opinions Petoseed International and documents as Incotec to the effect that the execution and delivery of this Agreement and the New Security Documents and the transactions contemplated hereby and thereby have been duly authorized by their respective boards of directors (or equivalent). (d) The Borrower shall have paid the Administrative Agent may request. In additionsuch fees and expenses, including legal fees and the retainer for the Administrative Agent shall have received payment of all fees and other amounts required pursuant to financial consultants, for which the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereofAdministrative Agent has submitted an invoice.

Conditions to Effectiveness. This Amendment shall become effective when, and only when, on the first date when each of the following conditions precedent have been satisfied (the “Amendment Effective Date”): (a) the Administrative Agent shall have received fully (i) this Amendment, duly executed originalsand delivered by the Borrower, the Issuers, the Swing Loan Lender and the Administrative Agent, (ii) (A) New Revolving Credit Lender Addenda (if any), in the form attached hereto as Annex A (the “New Revolving Credit Lender Addendum”) and (B) Extending Revolving Credit Lender Consents, in the form attached hereto as Annex B (the “Extending Revolving Credit Lender Consents”), in each case, duly executed and delivered by a combination of new and existing Lenders (the “Consenting Lenders”) whose aggregate Revolving Credit Commitments is equal to $1,500,000,000 and (iii) a Reaffirmation Agreement, in the form attached hereto as Annex C, duly executed and delivered by the Borrower and each Guarantor; (b) the Administrative Agent shall have received legal opinions with respect to each Loan Party, dated as of Amendment Effective Date and addressed to the Administrative Agent, the Lenders and the Issuers, in form and substance reasonably acceptable to the Administrative Agent; (c) the Administrative Agent shall have received (i) a copy of a certificate from the Secretary of State or other applicable office in the jurisdiction of incorporation or organization of each Loan Party attesting to the good standing (or equivalent) of such Loan Party (where such concept is applicable) and (ii) a certificate from the Secretary or Assistant Secretary of each Loan Party, dated as of the Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver the following: Amendment and any other document required to be delivered by or on behalf of such Loan Party, (iB) the articles of incorporation or other equivalent Constituent Document of such Loan Party as in effect on the date of such certification (or, alternatively, certifying that there have been no amendments or other modifications made to such Constituent Document since September 12, 2019 or August 13, 2020, as applicable), (C) the bylaws or other equivalent Constituent Document of such Loan Party as in effect on the date of such certification (or, alternatively, certifying that there have been no amendments or other modifications made to such Constituent Document since September 12, 2019 or August 13, 2020, as applicable) and (D) resolutions of such Loan Party’s Board of Directors, sole member, managing member, general partner, or other approving body, as applicable, authorizing the execution, delivery and performance of this Amendment and the reaffirmation by all any other document required to be delivered by, or on behalf of, such Loan Party, in each case as of the Guarantors; Amendment Effective Date; (iid) all fees and expenses (including, to the Fee Letter; (iii) extent invoiced and delivered to the Credit Agreement Agency Transition Agreement; (iv) each Borrower at least two Business Days prior to the Amendment Effective Date, or such later date as may be agreed by the Borrower in its reasonable discretion, the reasonable and documented fees and expenses of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of Weil, Gotshal & ▇▇▇▇▇▇ Fargo; LLP) payable in connection with this Amendment or otherwise required to be paid pursuant to the Existing Credit Agreement shall have been paid in full; (vie) (i) each Non-Consenting Lender (as defined below) shall have received payments of all Loans held by it and all accrued and unpaid interest and fees with respect thereto through the date of this Amendment as contemplated by Section 4(c) below; (f) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory shall have paid to the Administrative Agent, together with all such other agreements, opinions and documents as (i) for the ratable benefit of each Consenting Lender that has delivered an unconditioned Extending Revolving Credit Lender Consent to the Administrative Agent may request. In additionon or prior to 12:00 p.m. (New York City time) on March 15, Administrative Agent 2022, an amendment fee in an amount equal to 0.125% of the aggregate amount of such Consenting Lender’s Revolving Credit Commitments on the Amendment Effective Date (outstanding immediately after giving effect to Amendment Effective Date); (g) the Borrower shall have received payment of all fees and other amounts delivered the Borrowing Base Certificate required to be delivered pursuant to Section 6.9(a) of the Fee Letter Existing Credit Agreement, giving effect to this Amendment, for the month ended January 31, 2022 and Section 5 hereof. The effectiveness after giving effect to any Loans or Letters of this Credit requested to be made or Issued on the Amendment Effective Date and the use of proceeds thereof, the Revolving Credit Outstandings shall not exceed the Maximum Credit at such time; (other than Sections 4, 5, 6 and 7 hereofh) is conditioned upon the accuracy each of the representations and warranties set forth in Section 3 hereof5 hereof shall be true and correct as of the Amendment Effective Date; (i) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing as of the Amendment Effective Date; and (j) the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower, certifying the conditions set forth in Sections 3(h) and 3(i) have been satisfied as of the Amendment Effective Date.

Conditions to Effectiveness. This Amendment Agreement shall become effective whenon and as of the first date (the “Restatement Effective Date”) on which all of the following conditions precedent shall have been satisfied (or waived in accordance with Section 11.01): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or e-mails (in a .pdf format) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Restatement Effective Date (or, in the case of certificates of governmental officials, a recent date before the Restatement Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement; (ii) (A) a Revolving Credit Note executed by the Borrowers in favor of each Revolving Credit Lender requesting a Revolving Credit Note and (B) a Term Note executed by the Borrowers in favor of each Term Lender requesting a Term Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and only whenthat each Loan Party is validly existing, in good standing and qualified to engage in business in (A) its jurisdiction of organization and (B) each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals of Governmental Authorities required in connection with the execution and delivery by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of each Borrower certifying that (A) the conditions specified in this Section 4.01 have been satisfied (other than those conditions contingent upon the satisfaction of the Administrative Agent and/or the Lenders with respect to certain items received by them under this Section 4.01), (B) that there has been no event or circumstance since December 31, 2014 that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) no action, suit, investigation or proceeding is pending or, to the knowledge of any Responsible Officer of any Loan Party, threatened in any court or before any arbitrator or Governmental Authority that (1) relates to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or thereby, or (2) would reasonably be expected to have a Material Adverse Effect, (D) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Restatement Effective Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date after giving effect to such qualification and (z) for purposes of this Section 4.01(a)(vii), the representation and warranty contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection (a) or (b), respectively, of Section 6.01, and (E) no Default exists. (viii) a Solvency Certificate from the Parent certifying that, after giving effect to the transactions to occur on the Restatement Effective Date (including, without limitation, all Credit Extensions to occur on the Restatement Effective Date), each Loan Party is, individually and together with its Subsidiaries on a consolidated basis, Solvent; (ix) a duly completed Compliance Certificate, giving pro forma effect to the transactions to occur on the Restatement Effective Date (including, without limitation, all Credit Extensions to occur on the Restatement Effective Date); (x) a duly completed Availability Certificate, giving pro forma effect to the transactions to occur on the Restatement Effective Date (including, without limitation, all Credit Extensions to occur on the Restatement Effective Date); (xi) the Affirmation of Pledge Agreement, duly executed by each Loan Party party thereto, together with: (A) certificates or instruments representing the Certificated Securities (as defined in the Pledge Agreement) not previously delivered to the Administrative Agent, accompanied by all endorsements and/or powers required by the Pledge Agreement, (B) evidence of any filings concurrently with the making of the Loans on the Restatement Effective Date under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Pledge Agreement, covering the Collateral described in the Pledge Agreement, (C) certified copies of UCC, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Liens permitted to exist pursuant to the terms hereof); (D) evidence of the taking concurrently with the making of the Loans on the Restatement Effective Date of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Pledge Agreement have been taken (including receipt of duly executed payoff letters and UCC-3 terminations, if any); and (F) a Perfection Certificate, duly executed by each of the Loan Parties party to the Pledge Agreement; (xii) such other assurances, certificates, documents or consents as the Administrative Agent, the L/C Issuer, the Arrangers, the Bookrunner or the Required Lenders reasonably may require. (b) Any fees required hereunder or as shall have been separately agreed upon in writing to be paid on or before the Restatement Effective Date shall have been paid. (c) Completion of all due diligence with respect to the Borrowers, Guarantors and Investment Properties in scope and determination satisfactory to the Administrative Agent, the Arrangers, the Bookrunner and the Lenders in their sole discretion (including, without limitation, receipt by the Administrative Agent and each Lender of all documentation and other information concerning each Borrower and Guarantor that the Administrative Agent or such Lender requested prior to the Restatement Effective Date in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act). (d) Unless waived by the Administrative Agent, the Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced (which invoice may be in summary form) prior to or on the Restatement Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). (e) The representations and warranties of the Borrowers and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects as of the Restatement Effective Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date after giving effect to such qualification. (f) No Default shall exist, or would result from the making of any Credit Extension on the Restatement Effective Date or from the application of the proceeds thereof. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, 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 fully executed originals, each in form and substance satisfactory written notice from such Lender prior to the Administrative Agent, of each of the following: (i) this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments proposed Restatement Effective Date specifying its objection thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereof.

Conditions to Effectiveness. This Amendment Agreement shall become effective whenonly upon the satisfaction in full, and only whenin a manner satisfactory to Lender, of the Administrative Agent following conditions precedent (the first date upon which all such conditions have been satisfied being herein called the “Effective Date”): (a) Lender shall have received fully executed originalsthe following documents or items, each in form and substance satisfactory to Lender and its legal counsel: (i) an Ninth Amended and Restated Revolving Note, duly executed by each Borrower; (ii) an opinion of Borrower’s outside counsel; (iii) a $100,000 amendment fee, paid in immediately available funds, which shall be deemed fully earned and non-refundable upon such receipt; (iv) Lender shall have received a certificate from the Administrative AgentSecretary of each Loan Party (i) attesting to the resolutions of such Loan Party’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Loan Party is a party, (ii) authorizing specific officers of such Loan Party to execute the same, (iii) attesting to the incumbency and signatures of such specific officers of such Loan Party, (iv) representing and warranting that such Loan Party’s Governing Documents have not been amended or otherwise modified since February 12, 2013 (or attaching and attesting to any such amendments or modifications thereto as true, correct and complete as of the date thereof) and (v) attesting to a certificate of status with respect to each Loan Party, dated within 10 days of the date hereof, such certificate to be issued by the appropriate officer of the jurisdiction of organization of each Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction; (v) an Officer’s Certificate duly executed by an officer of each of the following: (i) this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, Borrowers in form and substance satisfactory to Lender; (vi) a fully executed Information Certificate with respect to each Loan Party; (vii) Current searches of each Loan Party in appropriate filing offices evidencing that (i) no Liens have been filed and remain in effect against any Loan Party or any Collateral except Permitted Liens, and (ii) Lender has filed all UCC-1 financing statements necessary to perfect the Administrative AgentSecurity Interest, together to the extent the Security Interest is capable of being perfected by filing; (viii) Borrowers shall have paid all Lender Expenses incurred in connection with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent the transactions evidenced by this Agreement; and (ix) Lender shall have received payment of all fees other documents Lender may reasonably request with respect to any matter relevant to this Agreement or the transactions contemplated hereby and other amounts required pursuant Borrowers shall have paid Lender, or made arrangements satisfactory to Lender to pay, all Lender Expenses incurred prior to or in connection with the Fee Letter and Section 5 hereof. The effectiveness preparation of this Amendment Agreement. (other than Sections 4b) After giving effect to this Agreement, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth made by each Loan Party contained herein and in Section 3 the Credit Agreement, as amended hereby, and the other Loan Documents, shall be true and correct in all material respects as of the date hereof, as if those representations and warranties were made for the first time on such date. (c) After giving effect to this Agreement, each Loan Party is in compliance with all applicable covenants and agreements contained in the Credit Agreement and the other Loan Documents. (d) After giving effect to this Agreement, no Default or Event of Default shall exist under any of the Loan Documents (as amended hereby), and no Default or Event of Default will result under any of the Loan Documents from the execution, delivery or performance of this Agreement. (e) All corporate and other proceedings, and all documents instruments and other legal matters in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to Lender and its counsel. (f) Lender shall have received final credit approval for the Credit Facility and the transactions described in this Agreement.

Conditions to Effectiveness. This Tenth Amendment shall become effective when, and only when, on the date (the “Tenth Amendment Effective Date”) upon which each of the following conditions is satisfied: (a) The Administrative Agent shall have received fully executed originals, each in form and substance satisfactory to the Administrative Agent, of each of the following: : (i) this Amendment and a Borrowing Request with respect to the reaffirmation by all of the Guarantors; Term B-5 Loans; (ii) counterparts to this Tenth Amendment executed by the Fee Letter; Borrower, the Subsidiary Guarantors, and each Term B-5 Lender; (iii) a certificate from a Responsible Officer of the Credit Agreement Agency Transition Agreement; Borrower certifying satisfaction of the condition precedent set forth in Section 3(c); (iv) each a written opinion of (x) Ropes & Gray LLP, in its capacity as counsel for the Assignment Agreements; Loan Parties and (vy) the Revolving Credit Loan Note in favor of ▇▇▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note LLP, in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, its capacity as prior Administrative Agent local Maryland counsel for the benefit of the LendersBorrower, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof and addressed to the Administrative Agent and the Term B-5 Lenders; (i) a certificate of each Loan Party, dated as of the date hereof and executed by a secretary, assistant secretary or other similarly-titled Responsible Officer thereof, which shall certify (a) that attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, certified by the relevant authority of its jurisdiction of organization, which certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, have not been amended (except as attached thereto) since the date reflected thereon (or for Loan Parties other than the Borrower, if applicable, a certification that no change has been made to such documents of such Loan Party since the Seventh Amendment Effective Date), (b) that attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, as applicable, together with all amendments thereto as of the Tenth Amendment Effective Date (or for Loan Parties other than the Borrower, if applicable, a certification that no change has been made to such documents of such Loan Party since the Seventh Amendment Effective Date) and such by-laws or operating, management, partnership or similar agreement are in each casefull force and effect, (c) that attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member, manager or other applicable governing body authorizing the execution, delivery and performance of this Tenth Amendment and, in the case of the Borrower, the borrowing of the Term B-5 Loans, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect and (d) as to the incumbency and specimen signature of each officer, manager, director or authorized signatory executing this Tenth Amendment or any other Loan Document delivered by such Loan Party in connection therewith and (ii) a good standing (or equivalent) certificate for such Loan Party, as applicable, from the relevant authority of its jurisdiction of organization, dated as of a recent date; and (vi) a solvency certificate in substantially the form of Exhibit O to the Existing Credit Agreement (but with modifications to reflect the Tenth Amendment Effective Date) from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower dated as of the Tenth Amendment Effective Date and substance satisfactory certifying as to the matters set forth therein (after giving effect to the transactions contemplated by this Tenth Amendment to occur on the Tenth Amendment Effective Date). (b) Prior to, or substantially concurrently with the funding of the Term B-5 Loans, (x) the Borrower shall have paid or caused to be paid to the Administrative Agent, together with all such other agreementsfor the account of each Term B-5 Lender, opinions a fee in the amount separately agreed between the Tenth Amendment Arrangers and documents as the Borrower and (y) the Administrative Agent and the Tenth Amendment Arrangers shall have received (i) all fees required to be paid by the Borrower on the Tenth Amendment Effective Date as separately agreed among the Borrower, the Administrative Agent and the applicable Tenth Amendment Arrangers and (ii) all expenses required to be reimbursed by the Borrower under the Existing Credit Agreement in connection with this Tenth Amendment for which invoices have been presented at least three Business Days prior to the Tenth Amendment Effective Date or such later date to which the Borrower may request. In additionagree (including the reasonable fees and expenses of legal counsel required to be paid), in each case on or before the Tenth Amendment Effective Date, in each case, which amounts may be offset against the proceeds of the Term B-5 Loans. (c) The representations and warranties of the Borrower set forth in Article 3 of the Existing Credit Agreement and the representations and warranties of the applicable Loan Parties set forth in the other Loan Documents (including Section 2 above) shall be true and correct in all material respects on and as of the Tenth Amendment Effective Date; provided that (A) in the case of any representation which expressly relates to a given date or period, such representation shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be and (B) if any representation is qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification, such representation shall be true and correct in all respects. (d) The Administrative Agent shall have received payment of all fees documentation and other amounts required pursuant information reasonably requested with respect to any Loan Party in writing by the Fee Letter and Section 5 hereof. The effectiveness of this Amendment Administrative Agent or any Term B-5 Lender at least seven (other than Sections 4, 5, 6 and 7 hereof7) is conditioned upon the accuracy Business Days in advance of the representations Tenth Amendment Effective Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and warranties set forth in Section 3 hereofanti-money laundering rules and regulations, including the USA PATRIOT Act. (e) The proceeds of the Term B-5 Loans shall have been used on, or substantially concurrently with, the Tenth Amendment Effective Date to prepay all or a portion of the outstanding principal amount of 2019 New Term Loans and Term B-3 Loans.

Conditions to Effectiveness. This Amendment shall will become effective when, and only whenas of the date hereof (the "Amendment Effective Date") upon receipt by the Administrative Agent of the following: (a) the fully executed counterparts of this Amendment (including the Ratification of Guaranty hereto by the Guarantors) executed by the Loan Parties, the Administrative Agent shall have received fully executed originals, and the requisite Lenders; and (b) a certificate from each Loan Party in form and substance satisfactory to the Administrative Agent, of each Agent and dated as of the following: Amendment Effective Date as to the incumbency of, and bearing manual specimen signatures of, the officers or other authorized signatories of such Loan Party who are authorized to execute and take actions under this Amendment on behalf of such Loan Party (or a certification that no changes have been made to the list provided to the Administrative Agent on March 30, 2022 in the certificate delivered pursuant to Section 6(c) of the Seventh Amendment to Third Amended and Restated Credit Agreement dated as of March 30, 2022 (the "Seventh Amendment") among the Loan Parties, the Lenders and the Administrative Agent (the "Seventh Amendment Certificate"), and certifying and attaching copies of (i) this each Loan Party's Organizational Documents (or a certification that no changes have been made to such Loan Party's Organizational Documents from those delivered to the Administrative Agent with the Seventh Amendment and Certificate or on May 5, 2021 in the reaffirmation by all certificate delivered pursuant to Section 4(e) of the GuarantorsFifth Amendment to Third Amended and Restated Credit Agreement dated as of May 5, 2021; and (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates resolutions of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments Party's board of all control agreements from BofAdirectors, members or managers, as prior Administrative Agent for the benefit of case may be, authorizing the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents transactions contemplated by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may requestthis Amendment. In addition, to the extent any reallocation as contemplated by Section 2.05(b) of the Credit Agreement is expected to be effective as of the Eighth Amendment Effective Date, then as a condition to the effectiveness of such reallocation, the Borrowers shall also deliver to the Administrative Agent shall have received payment on the Eighth Amendment Effective Date the certificate required by Section 2.05(b)(v) of all fees the Credit Agreement and take the other amounts actions required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereof2.05(b)(v).

Conditions to Effectiveness. This Amendment shall become effective whenupon: (a) delivery to the Collateral Agent of ten (10) originally executed copies of this Amendment, dated the Amendment Date, as executed by the Borrowers and only when, Guarantors; (b) the Administrative Collateral Agent shall have having received fully executed originals, forms of the attached Instructing Group Consents from each of the Lenders constituting Majority Lenders; (c) delivery to the Collateral Agent of ten originally executed copies of the Intercreditor Agreement (as defined below) in form and in substance satisfactory to the Administrative Agent, of each of the following: Lenders and Lenders' counsel (i) this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇▇ Fargo; ▇▇▇▇▇▇▇); (vid) delivery to the Swing Line Loan Collateral Agent of two certified copies of the 2003 Note Purchase Agreement; (e) delivery to the Collateral Agent of all security and documents required to be delivered under the Agreement to the Collateral Agent and Lenders in favor respect of the reorganizations of the [PROPERTY MANAGEMENT COMPANIES (i.e. CAMCO] and the [▇▇▇▇▇ Fargo; GROUP OF COMPANIES]; (viif) assignments delivery to the Collateral Agent of certificates executed by an officer of each Mortgage from BofAof the Borrowers and Guarantors certifying that their respective Boards of Directors have each adopted resolutions that are in full force and effect, without modification or amendment, authorizing the execution, delivery and performance by such Borrower or Guarantor of this Amendment, the Intercreditor Agreement (as defined below), the 2003 Note Purchase Agreement and the Omnibus Amendment Agreement dated as of September 29, 2003, between, amongst others, the Guarantors, Borrowers and the 2003 Noteholders; (g) the Collateral Agent being satisfied with and having completed all due diligence which it considers necessary or appropriate in its discretion in regard to the 2003 Note Purchase Agreement and the financing thereunder; (h) the Collateral Agent being satisfied with all proceedings to be taken in connection with the transactions contemplated by this Amendment, the 2003 Note Purchase Agreement and the Amended and Restated Intercreditor Agreement dated as of September 29, 2003, between, amongst others, the Lenders and the 2003 Noteholders (the "Intercreditor Agreement") and other documents or instruments incident hereto or thereto which are contemplated in connection herewith or therewith; (i) payment to the Collateral Agent on behalf of the Lenders of sufficient funds received by the Canadian Borrower and FSLP, pursuant to the 2003 Note Purchase Agreement, to reduce the outstanding Total Commitments to U.S.$90,000,000 and to reduce the Total U.S. Commitments, as prior Administrative Agent for the benefit a subset of the LendersTotal Commitments, to U.S.$50,000,000; and (j) delivery of any other documents, opinions of legal counsel, financial statements, and such other writings as may be required by the Collateral Agent and ▇▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereof.▇▇▇;

Conditions to Effectiveness. This Amendment shall become effective whenon the date (the “Amendment No. 2 Effective Date”) that each of the following conditions precedent has been fulfilled as determined by the Agent: a. This Amendment shall have been duly executed and delivered by Holdings, the Borrowers, each L/C Lender, the Issuing Bank and the Agent, and only when, the Administrative Agent shall have received fully counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. b. The Agent’s receipt of the following, each of which shall be originals or pdf copies (followed promptly by originals) unless otherwise specified, each properly executed originalsby an Authorized Officer of the signing Loan Party (or, if applicable, the signing L/C Lender), each dated as of the Amendment No. 2 Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment No. 2 Effective Date) and each in form and substance satisfactory to Agent: i. a reaffirmation agreement (the Administrative Agent, of each of the following: “Amendment No. 2 Reaffirmation Agreement”) reaffirming (i) the guaranty and the liens granted under the Guarantee and Collateral Agreement duly executed and delivered by each Loan Party party to the Guarantee and Collateral Agreement and (ii) the liens granted under the Collateral Agreement (as defined in the Amended LC Facility Agreement). ii. a perfection certificate with respect to the Borrowers and the other Loan Parties (the “Amendment No. 2 Perfection Certificate”). iii. such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of each Loan Party and each L/C Lender as the Agent may reasonably require evidencing (A) the authority of each Loan Party or L/C Lender to enter into this Amendment and the reaffirmation by all of the Guarantors; other documents or instruments executed or to be executed in connection with this Amendment to which such Loan Party or L/C Lender is a party or is to be a party and (iiB) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments identity, authority and capacity of each Mortgage from BofA, Authorized Officer thereof authorized to act as prior Administrative Agent for the benefit of the Lenders, an Authorized Officer in connection with this Amendment and such other documents to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments which such Loan Party is a party or is to each Mortgage; (ix) secretary certificates be a party; iv. copies of each Loan Party’s and L/C Lender’s organization or other governing documents and such other documents and certifications as the Agent may reasonably require to evidence that each Loan Party with attachments thereto; or L/C Lender is duly organized or formed, and that each Loan Party or L/C Lender is validly existing and in good standing in its jurisdiction of organization; (xA) a waiver an opinion of in house counsel to Holdings and notice letter with respect of one or more special or local counsel to Holdings, the Borrowers, and the other Loan Parties, addressed to the Intercreditor Agreement; Agent and each Lender as to such matters as the Agent may reasonably request and (xiB) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions an opinion of counsel to Borrower the L/C Lenders, addressed to the Agent and Issuing Bank as to such matters as the Agent may reasonably request; vi. a certificate signed by an Authorized Officer of Holdings and the Guarantors; Borrowers certifying (xivA) equity powers executed the conditions specified in blank together Section 5.b. have been satisfied or will be substantially simultaneously with Pledged Securities; the Amendment No. 2 Effective Date, (xvB) receipt of cancelled existing Notes; the representations and warranties made by each Loan Party in or pursuant to this Amendment (xviincluding Sections 2, 5.c and 5.d hereof) amendments to and the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of other Loan Documents by the Borrower are true and each Guarantor dated correct on and as of the date hereof in each caseall material respects, before and after giving effect to the Amendment, as though made on and as of such date, except to the extent that (a) such representations or warranties are qualified by a materiality standard, in form which case they shall be true and substance correct in all respects, and (b) such representations or 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), (C) both immediately before and immediately after giving effect to the Amendment, no event has occurred and is continuing that constitutes a Default or an Event of Default, (D) that no Collateral Coverage Event (as defined in the Indenture for the Existing Second Lien Notes) shall exist as of the date hereof, (E) to the Solvency of the Loan Parties, taken as a whole, as of the Amendment No. 2 Effective Date after giving effect to the transactions contemplated hereby, (F) that the Amendment No. 2 Perfection Certificate is true and correct in all material respects, and (G) that attached to such certificates are the true and correct executed copies of the Guarantee and Collateral Agreement and the Existing Intercreditor Agreement; vii. results of searches or other evidence reasonably satisfactory to the Administrative Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, together with all except for Liens permitted by Section 6.02(a) of the Amended LC Facility Agreement; viii. such other agreementscustomary certificates, opinions documents or consents as the Agent reasonably may require; and ix. an Existing Agent Acknowledgement and documents as Administrative Consent, duly executed by the Existing Agent may request. In additionand Holdings, Administrative Agent and the Borrowers. c. Since January 30, 2017, there shall not have been any event, circumstance or effect that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. d. After giving effect to this Amendment and the transactions contemplated hereunder, Capped Excess Availability shall not be less than $150,000,000. e. The Borrowers shall have received payment of paid all fees fees, expenses and other amounts required pursuant due and owing to the Fee Letter Agent, the Issuing Bank and Section 5 hereof. The effectiveness of the L/C Lenders that have executed this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereofAmendment.

Conditions to Effectiveness. This (a) The Initial Amendment shall become effective whenon the date on which the Consenting Lenders shall have received executed original, facsimile or other electronic copies of counterparts to (i) this Amendment No. 1 from the Borrower, the Required Lenders and, for purposes of Section 10.01 of the Existing Credit Agreement, the Administrative Agent and only when(ii) a consent and reaffirmation (the “Consent and Reaffirmation”) from Holdings and each Subsidiary Guarantor in the form attached hereto as Annex B (the time at which the conditions set forth in this Section 3(a) are satisfied, the “Initial Amendment Effective Time”); (b) The Additional Amendments shall become effective on the date on which: (i) the Consenting Lenders shall have received such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, customary certificates of resolutions or other action, incumbency certificates and/or other customary certificates of Responsible Officers of each Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment No. 1 or the Consent and Reaffirmation, as applicable; (ii) the Consenting Lenders shall have received a customary opinion from Weil, Gotshal & ▇▇▇▇▇▇ LLP8, dated the Amendment No. 1 Effective Date in form an substance reasonably satisfactory to the Consenting Lenders; 8 No conflicts opinion to be limited to no conflict of ABL Credit Agreement and Term Loan/ABL Intercreditor Agreement with amended Term Loan Agreement. (iii) all expenses due to the Consenting Lenders, the New Lenders and the Administrative Agent pursuant to Section 10.04(a) of the Credit Agreement in connection with this Amendment No. 1 have been paid; (iv) each New Lender shall have received at least two (2) Business Days prior to the Closing Date all documentation and other information reasonably requested in writing by such New Lender with respect to any Loan Party at least eight (8) Business Days prior to the Closing Date in order to allow such New Lender to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (v) the Administrative Agent shall have received fully executed originals, each in form and substance satisfactory to a Committed Loan Notice reflecting the Administrative Agent, Borrowing of each of the following: (i) this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; New Loans; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment an officer’s certificate satisfying the requirements of (A) the last sentence of Section 7.05 of the Credit Agreement and (B) Section 7.12(d) of the Security Agreement with respect to the release of its Lien on the Additional Contributed IP; (vii) contemporaneously with the transactions contemplated hereby, J. Crew International Cayman Limited, an exempted company incorporated and existing in the Cayman Islands, shall have merged with and into J. Crew International, Inc., a Delaware corporation (“J. Crew International”), with J. Crew International as the survivor of such merger, such that J.Crew International shall be the direct owner of all fees Equity Interests in J.Crew Brand Holdings and other amounts the Loan Parties shall have taken any actions required pursuant under the Security Agreement with respect to the Fee Letter and Section 5 hereofpledge of Equity Interests of J.Crew Brand Holdings by J. Crew International; (viii) (A) the Borrower shall have purchased, at par, $150,000,000 (the “Amended Loan Purchase Amount”) of the aggregate principal amount of Initial Loans held on the Amendment No. The effectiveness of 1 Effective Date (immediately prior to giving effect to the Additional Amendments) by Consenting Lenders that have executed this Amendment No. 1 and delivered their respective signature pages to this Amendment No. 1 and the Agent Direction Letter (other than Sections 4as defined below) to LendAmend® or another platform or address designated by the Borrower prior to 5:00 p.m. New York time on June 16, 52017 (the Initial Loans of such Consenting Lenders, 6 and 7 hereof) is conditioned upon the accuracy “Purchased Amended Loans”), such that each such Consenting Lender shall have received an amount equal to its ratable share of the representations Amended Loan Purchase Amount, (B) contemporaneously with such purchase, the Borrower shall have immediately cancelled the Purchased Amended Loans and warranties set forth in Section 3 hereof.(C) the Borrower shall have paid to each such Consenting Lender, all unpaid interest on the Purchased Amended Loans of such

Conditions to Effectiveness. This Amendment shall become effective whenThe effectiveness of this Agreement and the obligation of the Lenders to fund the Incremental Debt is subject to the satisfaction or waiver of the following conditions (the date of such satisfaction or waiver, and only when, the “Effective Date”): (a) the Administrative Agent shall have received fully counterparts of this Agreement executed originalsby the Administrative Agent and the Borrower; (b) the Administrative Agent shall have received an executed signature page to this Agreement or written authorization directing the Administrative Agent to execute this Agreement on its behalf (each, an “Authorization”) from Lenders (that constitute Required Lenders) and all of the initial Term B-2 Lenders (as defined in Annex A); (c) the Administrative Agent shall have received executed counterparts of the other Loan Documents (including, without limitation, the Restated Security Agreement, the Restated Pledge Agreement, the Restated Guaranty Agreement and a Note in favor of each Lender who has requested a Note at least three (3) Business Days prior to the Effective Date, a Note), each executed by a Responsible Officer of the signing Loan Party; (d) the Administrative Agent shall have received written opinions of legal counsel (including appropriate local counsel) to the Loan Parties, addressed to the Administrative Agent and each Lender (and, subject to customary conditions, expressly permitting reliance by the assigns of the Administrative Agent and each Lender), dated as of the Effective Date; (e) the Administrative Agent shall have received the following, in form and substance reasonably satisfactory to the Administrative Agent, of each of Agent and the following: Lead Arrangers: (i) this Amendment copies of the Organization Documents of each Loan Party certified as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and complete as of the Effective Date; (ii) certificates of resolutions or other action duly adopted by the board of directors (or other governing body) of each Loan Party authorizing and approving the transactions contemplated hereunder and under the annexes hereto and the reaffirmation by all execution, delivery and performance of this Agreement (including the annexes hereto) and the other Loan Documents to which it is a party and incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and (iii) certificates of good standing or the equivalent from each Loan Party’s jurisdiction of organization or formation, as applicable; (f) the Administrative Agent shall have received the following: (i) results of lien searches with respect to each Loan Party (including a search as to judgments, bankruptcy, tax and UCC matters) in each jurisdiction and filing office in which filings or recordations under applicable Uniform Commercial Code or other applicable Law should be made to evidence or perfect a security interest with respect to such matters along with copies of the Guarantorsfinancing statements on file referenced in such searches and, in each case, indicating that the assets of such Loan Party are free and clear of all Liens (other than Liens permitted under Annex A); (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Restated Pledge Agreement, together with duly executed blank and undated stock powers attached thereto; and (iv) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Restated Security Agreement has been taken (including receipt of duly executed payoff letters and UCC-3 termination statements); (g) the Administrative Agent and the Lead Arrangers shall have received a certificate (in form and substance reasonably satisfactory to the Administrative Agent and the Lead Arrangers) signed by the chief financial officer of the Borrower attesting to the Solvency of the Borrower and its Subsidiaries, on a consolidated basis, after giving effect to the Restatement Date Transactions (as defined in Annex A); (h) the Administrative Agent and the Lead Arrangers shall have received evidence that (i) certain Second Amended and Restated Revolving Credit and Term Loan Agreement dated as of April 17, 2017 by and among the ECS Target, the lenders from time to time party thereto, SunTrust Bank, as administrative agent (as amended, restated, modified or otherwise supplemented through the Effective Date, the “Existing ECS Credit Agreement”) has been, or substantially concurrently with the funding of the initial Credit Extensions to be made on the Effective Date is being, terminated (including receipt of customary payoff letters with respect thereto) and all Liens securing obligations under the Existing ECS Credit Agreement has been, or substantially concurrently with the funding of the initial Credit Extensions on the Effective Date are being, released and (ii) on the Effective Date, immediately after giving effect to the Restatement Date Transactions (as defined in Annex A), the Borrower and its Subsidiaries shall have no outstanding Indebtedness (other than the Obligations and Indebtedness permitted pursuant to Section 7.02 of the Credit Agreement); (i) the Administrative Agent and the Lead Arrangers shall have received: (i) the audited consolidated balance sheets and the related consolidated statements of income, stockholder’s equity and cash flows of the Borrower and its Subsidiaries for (x) the fiscal years ended December 31, 2015 and December 31, 2016 and (y) if applicable, any fiscal year ending after December 31, 2016 and at least 90 days prior to the Effective Date (the “Borrower Audited Financial Statements”); (ii) the Fee Letter; audited consolidated balance sheets and the related consolidated statements of income, stockholder’s equity and cash flows of the ECS Target and its Subsidiaries for (x) the fiscal years ended December 31, 2015 and December 31, 2016 and (y) if applicable, any fiscal year ending after December 31, 2016 and at least 120 days prior to the Effective Date (the “ECS Audited Financial Statements”); (iii) the Credit Agreement Agency Transition Agreement; unaudited consolidated balance sheets and the related consolidated statements of income and cash flows of the Borrower and its Subsidiaries for (ivx) each of the Assignment Agreements; four-quarter periods ended March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017 and (y) if applicable, each of the four-quarter periods ending after December 31, 2017 and at least 45 days prior to the Effective Date (the “Borrower Interim Financial Statements”); (iv) the unaudited consolidated balance sheets and the related consolidated statements of income and cash flows of the ECS Target and its Subsidiaries for (x) each of the four-quarter periods ended March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017 and (y) if applicable, each of the four-quarter periods ending after December 31, 2017 and at least 45 days prior to the Effective Date (the “ECS Interim Financial Statements”); (v) a pro forma consolidated balance sheet and related pro forma consolidated statements of income and cash flows of the Revolving Credit Borrower and its Subsidiaries as of and for the most recent four-quarter period ended at least 45 days prior to the Effective Date (or 120 days prior to the Effective Date if the most recent four quarter period ended on a fiscal year end), prepared after giving effect to the Restatement Date Transactions (as defined in Annex A) as if the Restatement Date Transactions (as defined in Annex A) had occurred as of the last day of such four-quarter period (in the case of such balance sheet) or at the beginning of such period (in the case of such other statements); and (vi) projections of balance sheets, income statements and cash flow statements of the Borrower and its Subsidiaries prepared by management of the Borrower on an annual basis through December 31, 2024; (j) the Borrower and each of the other Loan Note Parties shall have provided to the Lead Arrangers at least three (3) Business Days prior to the Effective Date the documentation and other information requested by any Lead Arranger (either for itself or on behalf of any Lender) at least ten (10) Business Days prior to the Effective Date in favor order to comply with requirements of the Act, applicable “know your customer” and anti-money laundering rules and regulations; (k) receipt by (i) the Administrative Agent and the Lead Arrangers of any fees and reasonable and documented expenses required to be paid on or before the Effective Date, (ii) ▇▇▇▇▇ Fargo; (vi) Fargo Securities, LLC, for the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments account of each Mortgage from BofAExisting Lender that executes and delivers its signature page or Authorization, as prior Administrative Agent for the benefit of the Lenderscase may be, to ▇▇▇▇▇ FargoFargo Securities, LLC (or its counsel or designee) on or prior to 5:00 p.m. (Eastern time) on February 20, 2018 (the “Consent Date”), of a consent fee equal to (A) 0.05% of the principal amount of the Revolving Credit Commitment of such Existing Lender on the Consent Date plus (B) 0.075% of the principal amount of the Term Loans held by such Existing Lender on the Consent Date and (iii) the Lenders of any other fees required to be paid on or before the Effective Date, in each case of the foregoing clauses (i) – (iii), without duplication and to the extent invoiced at least one (1) Business Day prior to the Effective Date (or as successor otherwise set forth in a funds flow approved by the Borrower); (l) unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented fees, charges and disbursements of a single primary legal counsel and, if necessary, one local counsel in any relevant material jurisdiction to the Administrative Agent for (directly to such counsel if requested by the benefit Administrative Agent), in each case to the extent invoiced at least one (1) Business Day prior to the Effective Date (or as otherwise set forth in a funds flow approved by the Borrower);. (m) since January 31, 2018, there shall not have been any Change (as defined below) that has had, or would reasonably be likely to have, individually or in the aggregate, an ECS Material Adverse Effect (as defined below);. (n) the ECS Acquisition shall have been consummated substantially concurrently with the funding of the Lendersinitial Credit Extensions (including the initial draw of the Incremental Debt) on the Effective Date in accordance with that certain Membership Interest Purchase Agreement dated January 31, 2018, by and among, inter alia, the Borrower, the ECS Target and the ECS Sellers, including all exhibits, schedules and annexes thereto (the “ECS Purchase Agreement”), without giving effect to any amendments, modifications or waivers to the ECS Purchase Agreement that are materially adverse to the Lenders unless such amendments, modifications or waivers are approved in writing by the Lead Arrangers (such approval not to be unreasonably withheld, delayed or conditioned); (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; it being understood that, without limitation, (x) (i) any decrease in the purchase price of 10% or more (regardless of how such decrease is applied) and (ii) any amendment, waiver or other modification of the third party beneficiary rights of the Lead Arrangers or the Lenders, shall, in each case, be deemed to be materially adverse to the interests of the Lenders and (y) any decrease in the purchase price of less than 10% shall be deemed not to be materially adverse to the interests of the Lenders but only to the extent that any portion of such decrease that represents a waiver decrease in the cash purchase price that is in excess of 3% of the cash purchase price is allocated to reduce the Incremental Debt (and notice letter the commitments thereunder) on a dollar per dollar basis; (o) receipt by the Lead Arrangers of a true, correct and fully executed copy of all material documentation for the ECS Acquisition, in each case (other than the ECS Purchase Agreement) in form and substance reasonably satisfactory to each Lead Arranger; (p) each of the representations made by the ECS Target, the ECS Sellers or any of their respective Subsidiaries or Affiliates or with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for ECS Target or its Subsidiaries or its business in the benefit ECS Purchase Agreement that are material to the interests of the LendersLenders are accurate in all material respects (or if qualified by materiality or reference to material adverse effect, to ▇▇▇▇▇ Fargoin all respects), as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments but only to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates extent that in the event of an inaccuracy with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by to, or a breach of, such representations the Borrower and or its Affiliates have the right to terminate their respective obligations under the ECS Purchase Agreement or otherwise decline to close the ECS Acquisition; and (q) each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in the Loan Documents relating to corporate existence of the Loan Parties and good standing of the Borrower, the ECS Target and the other material Loan Parties in their respective jurisdictions of organization; power and authority, due authorization, execution and delivery and enforceability, in each case, relating to the Loan Parties entering into and performance of the Loan Documents; no conflicts with or consents under the Loan Parties’ Organization Documents (as they relate to the entering into and performance of the Loan Documents); Solvency of the Borrower and its Subsidiaries, taken as a whole, as of the Effective Date (after giving effect to the Restatement Date Transactions); use of proceeds of the Facilities on the Effective Date; Federal Reserve margin regulations; the Investment Company Act; the use of proceeds of the Loans not violating the Act, FCPA, Anti-Money Laundering Laws of relevant jurisdictions and laws applicable to Sanctioned Persons; creation, validity and, subject to the last paragraph of this Section 3 hereof.with respect to perfection of Liens) perfection of security interests in the Collateral; and the status of the Facilities and the guaranties thereof as senior debt (or equivalent term) are accurate in all material respects (or if qualified by materiality or reference to Material Adverse Effect, in all respects). For purposes of this Section 7,

Conditions to Effectiveness. This Amendment and the obligations of the Incremental Lenders to make the Tranche E Term Loans hereunder shall become effective whenon the first date (the “Incremental Effective Date”) on which each of the following conditions precedent is satisfied (or, to the extent permitted by the Credit Agreement, waived by each of the Incremental Lenders): (a) The Administrative Agent shall have received from each party hereto, either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic (including Adobe pdf copy) transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (b) The Administrative Agent shall have received from the US Borrower, at or prior to the time required by Section 2.03 of the Credit Agreement, a Borrowing Request with respect to the Borrowing of the Tranche E Term Loans that complies with the requirements of Section 2.03 of the Credit Agreement. (c) The Administrative Agent shall have received an opinion (addressed to the Administrative Agent and the Incremental Lenders and dated as of the Incremental Effective Date), in form and substance reasonably satisfactory to the Administrative Agent, from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the US Borrower and each other US Credit Party. (i) The Administrative Agent shall have received from each Relevant Transaction Party a certificate, dated the Incremental Effective Date, signed by an Authorized Officer of such Credit Party (or, in the case of any Foreign Credit Party, an authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), and only whenattested to by the secretary or any assistant secretary of such Relevant Transaction Party (or, in the case of any Foreign Credit Party, another authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), in substantially the form of Exhibit C of the Credit Agreement with the appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents) of such Relevant Transaction Party and the resolutions of such Relevant Transaction Party referred to in such certificate and each of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received fully executed originalsall information and copies of all certificates, each in form documents and substance satisfactory to papers, including good standing certificates, bring-down certificates and any other records of Company proceedings and governmental approvals, if any, that the Administrative AgentAgent reasonably may have requested in connection therewith, of each of the following: (i) this Amendment such documents and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofApapers, as prior Administrative Agent for the benefit of the Lenderswhere appropriate, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; be certified by proper Company or governmental authorities. (viiie) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, The Administrative Agent shall have received payment of all documentation and other information required by bank regulatory authorities under the applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act and requested at least five Business Days prior to the Incremental Effective Date by the Administrative Agent or any Incremental Lender. (f) The Administrative Agent shall have received all fees and other amounts required pursuant due and payable on or prior to the Fee Letter Incremental Effective Date, including all Upfront Fees (as defined below in Section 7) and, to the extent invoiced one Business Day prior to the Incremental Effective Date, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (g) On the Incremental Effective Date, (i) after giving effect to the incurrence of the Tranche E Term Loans and the application of the proceeds therefrom, as of the last day of the most recently ended four fiscal quarters of the US Borrower, the Total Leverage Ratio on a Pro Forma Basis (as provided in Section 2.23(a) of the Credit Agreement) shall not exceed 4.50 to 1.00 and the Senior Secured Leverage Ratio on a Pro Forma Basis (as provided in Section 2.23(a) of the Credit Agreement) shall not exceed 2.50:1.00, (ii) the US Borrower shall be in compliance, on a Pro Forma Basis (as provided in Section 2.23(a) of the Credit Agreement) after giving effect to the incurrence of the Tranche E Term Loans and the application of the proceeds therefrom, with Section 7.09 and Section 5 hereof. The effectiveness 7.10 of this Amendment the Credit Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrower, (other than Sections 4iii) the incurrence of the Tranche E Term Loans shall have been duly authorized by the US Borrower, 5, 6 and 7 hereof(iv) is conditioned upon the accuracy of the representations and warranties made in Section 4 hereof shall be true and correct and (v) the Administrative Agent shall have received a certificate of an Authorized Officer of the US Borrower, dated as of the Incremental Effective Date, confirming compliance with the conditions set forth in Section 3 hereofclauses (i), (ii), (iii) and (iv) of this paragraph (g), together with all relevant calculations related thereto. Notwithstanding the foregoing, the obligations of the Incremental Lenders to make Tranche E Term Loans shall not become effective unless each of the foregoing conditions is satisfied at or prior to 5:00 p.m., New York City time, on December 14, 2015 (and, in the event such conditions are not so satisfied, this Amendment shall terminate at such time).

Conditions to Effectiveness. This The effectiveness of this Amendment and the obligations of the Tranche B Term Loan Lenders to make the Tranche B Term Loans shall become effective whenon the Amendment No. 1 Effective Date, which shall be the first Business Day on which the following conditions are satisfied or waived: (i) the Administrative Agent (or its counsel) shall have received counterparts of this Amendment or Consent that, when taken together, bear the signatures of Lenders constituting the Required Lenders as well as signatures of (A) each Cashless Option Lender and only wheneach Post-Closing Option Lender, (B) the Administrative Agent, (C) each Lender with a Revolving Commitment, (D) each Additional Tranche B Term Loan Lender, (E) the Borrower and (F) each Guarantor; (ii) the Administrative Agent shall have received fully executed originalsa notice of Borrowing for the Additional Tranche B Term Loans (whether in writing or by telephone) in accordance with the Credit Agreement; (iii) the Borrower shall have paid in full all accrued and unpaid interest owing in respect of the Closing Date Term Loans as of the Amendment No. 1 Effective Date; (iv) the Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (A) a favorable opinion of counsel for the Borrower, in a form and substance reasonably satisfactory to the Administrative Agent, of each ; (B) a certificate from a Responsible Officer of the following: (i) this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof Amendment No. 1 Effective Date, and attaching the documents referred to in each case, in form and substance satisfactory to clause (C) below; (C) the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment (i) resolutions of all fees the Board of Directors and/or similar governing bodies of the Borrower approving and other amounts required pursuant authorizing (a) the execution, delivery and performance of the Amendment (and any agreements relating thereto) to which it is a party and (b) the extensions of credit contemplated hereunder, certified as of the Amendment No. 1 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (ii) a good standing certificate as of a recent date from the applicable Governmental Authority of the Borrower’s jurisdiction of incorporation, organization or formation; (D) before and after giving effect to this Amendment and the borrowing of or exchange into the Tranche B Term Loans and to the Fee Letter application of any proceeds therefrom (i) no Default or Event of Default shall exist and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereofii) is conditioned upon the accuracy all of the representations and warranties contained in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects at such time (unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (E) the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower dated as of the Amendment No. 1 Effective Date certifying as to compliance with the preceding clause (D); and (F) the representations and warranties of each Credit Party set forth in Section 3 hereof5 below shall be true and correct in all material respects; and (v) the fees in the amounts previously agreed in writing by KeyBank National Association (the “Amendment No. 1 Arranger”) to be received on the Amendment No. 1 Effective Date and all reasonable and documented or invoiced out-of-pocket costs and expenses (including the reasonable fees, charges of a single counsel to the Amendment No. 1 Arranger) incurred in connection with the transactions contemplated hereby for which invoices have been presented at least one (1) Business Day prior to the Amendment No. 1 Effective Date shall, upon the Borrowing of the Tranche B Term Loans, have been, or will be substantially simultaneously, paid in full.

Conditions to Effectiveness. This Amendment Agreement shall become be effective when, and only whenas --------------------------- of the date first written above (the "Effective Date") upon (a) the Administrative Agent's receipt of a counterpart hereof duly executed by the Borrower, the Guarantors and the Required Lenders and (b) upon the occurrence of each of the following terms and conditions: (a) The Administrative Agent shall have received fully executed originals, each of the following in form and substance satisfactory to the Administrative Agent, of each of the following: Agent and its counsel: (i) this Amendment the duly executed Subsidiary Guaranty executed and delivered by each Subsidiary of the Borrower (other than any of the Foreign Subsidiaries and the reaffirmation by all LaunchCo Joint Ventures existing as of the Guarantors; Fourth Amendment Date); (ii) the Fee Letter; duly executed Subsidiary Pledge Agreement from each Subsidiary of the Borrower (other than any of the Foreign Subsidiaries and the LaunchCo Joint Ventures existing as of the Fourth Amendment Date) which has one or more Subsidiaries, together with appropriate original certificates representing the Equity Interests pledged thereunder and corresponding undated certificate powers with respect thereto executed in blank; (iii) the Credit duly executed Subsidiary Security Agreement Agency Transition Agreementexecuted and delivered by each Subsidiary of the Borrower (other than any of the Foreign Subsidiaries and the LaunchCo Joint Ventures existing as of the Fourth Amendment Date), together with appropriate UCC-1 financing statement forms; and (iv) a loan certificate from each new Guarantor in substantially the form attached to the Credit Agreement as Exhibit T, including a certificate of incumbency with respect to each officer authorized to execute Loan Documents on behalf of such Guarantor, together with appropriate attachments which shall include, without limitation, the following items if such Guarantor is a corporation, and the analogous items if such Guarantor is a partnership or a limited liability company: (A) a copy of the Assignment Agreementsarticles or certificate of incorporation of such Guarantor, certified to be true, complete and correct by the Secretary of State of the state of such Guarantor's organization, and a true, complete and correct copy of the by-laws of such Guarantor; (vB) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofAa true, as prior Administrative Agent for the benefit complete and correct copy of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit resolutions of the Lendersboard of directors of such Guarantor authorizing the execution, delivery and performance by such Guarantor of the Loan Documents to which it is a party; and (viiiC) second amendments true, correct and complete copies of any agreements to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) which such Guarantor is a waiver and notice letter party in effect with respect to the Intercreditor Agreement; voting rights, ownership interests, or management of such Guarantor. (xib) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent The Credit Parties shall have received payment of all fees and other amounts required pursuant expenses (including, without limitation, the amendment fees referred to in Section 22 above) due and payable on the Fee Letter and Section 5 hereof. The effectiveness Fourth Amendment Date in respect of the Credit Agreement, this Amendment and the transactions contemplated hereby and thereby. (other than Sections 4c) No event shall have occurred since April 30, 52001, 6 which shall have had a Materially Adverse Effect on the Borrower and 7 hereof) is conditioned upon the accuracy of the representations and warranties its Restricted Subsidiaries taken as a whole except as set forth in Section 3 hereof19 above. (d) The Agents shall have received evidence satisfactory to them that the Borrower shall have received additional equity contributions of at least $50,000,000 from the Controlling Shareholders and the Co-Investors, on terms reasonably acceptable in all respects to the Agents, and at least $35,000,000 shall have been used to permanently reduce the Loans pursuant to Section 2.7(e) of the Credit Agreement. (e) The Agents shall have received a Performance Certificate, which certificate shall demonstrate that, as of the Effective Date and based on the financial statements of the Borrower delivered with respect to the month ending May 31, 2001, the Borrower has, after giving effect to this Amendment and pro forma for the pay-down of the Loans in connection herewith, (i) a Total Leverage Ratio of 5.45 to 1.00 or less and (ii) a Senior Leverage Ratio of 2.30 to 1.00 or less, in each case based upon the Borrower's financial performance for the twelve (12) month period ended May 31, 2001. (f) The Agents shall have received such other information, documents, instruments or approvals as the Agents or their counsel may reasonably require by July 10, 2001.

Conditions to Effectiveness. This Amendment shall become effective as of the date (the “Amendment Effective Date”) when, and only when, , (a) the Administrative Agent shall have received fully counterparts of this Amendment executed originalsby Holdings, the Borrower, each other Loan Party, each Tranche B-1 Lender and a number of Tranche B Lenders representing more than 50% of the outstanding Tranche B Term Loans (calculated prior to giving effect to this Amendment), (b) All promissory notes evidencing Tranche B Terms Loans that are being converted to Tranche B-1 Term Loans shall have been surrendered to the Administrative Agent and cancelled (or arrangements therefor satisfactory to the Administrative Agent shall have been made), (c) the Administrative Agent shall have received, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llp) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document, (d) the Administrative Agent shall have received copies of the resolutions of the board of directors (or authorized committee thereof) of (x) Holdings, (y) the Borrower and (z) each Subsidiary Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the Amendment Effective Date by the corporate secretary or an assistant secretary thereof as being in full force and effect without modification or amendment, and (e) the Administrative Agent shall have received a legal opinion dated the Amendment Effective Date from Dechert LLP addressed to each Agent and each Lender with respect to the effectiveness of this Amendment and its non-contravention with the Credit Agreement and such other matters as the Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to the Administrative Agent, of each of the following: (i) this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4Five, 5, 6 Six and 7 Seven hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 Three hereof.

Conditions to Effectiveness. This Amendment shall become effective whenupon the date on which each of the following shall have been received or waived by the Administrative Agent in its discretion (except that the Administrative Agent may not waive receipt in respect of clauses (i), (ii), (iii) and only when(vii) of this Section 7), each in form and substance reasonably satisfactory to the applicable recipient: (i) the Administrative Agent shall have received fully this Amendment, executed originalsand delivered by a duly authorized officer of (a) the Borrower, (b) the Canadian Subsidiary Borrower, (c) the Required Lenders, (d) each Extending Revolving Lender (including Increasing Lenders), (e) the Canadian Revolving Lender and (f) each New Lender; (ii) the Administrative Agent shall have received the favorable written opinion or opinions with respect to this Amendment executed on the Fourth Amendment Effective Date and the transactions contemplated thereby of (A) in-house legal counsel to the Borrower, (B) Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, special counsel to the Borrower, and (C) Blake, C▇▇▇▇▇▇ & G▇▇▇▇▇▇ LLP, Canadian counsel to the Canadian Subsidiary Borrower, in form each case dated the Fourth Amendment Effective Date, addressed to the Administrative Agent and substance the Lenders and reasonably satisfactory to the Administrative Agent, of each of the following: (i) this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; ; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of each of the Borrower and the Canadian Subsidiary Borrower certified by its secretary or assistant secretary as of the Fourth Amendment Effective Date, approving this Amendment and authorizing the execution and delivery thereof; (iv) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of each of the Borrower and the Canadian Subsidiary Borrower, certified by the secretary or assistant secretary of such Borrower and the Canadian Subsidiary Borrower; (v) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State (or equivalent, in the case of the Canadian Subsidiary Borrower) of the respective jurisdictions of formation of the Borrower and the Canadian Subsidiary Borrower as to the due existence and good standing of such Person; (vi) Borrower shall have paid all unpaid accrued interest, Facility Fees and letter of credit fees accrued through the Fourth Amendment Effective Date; and (vii) the Administrative Agent shall have received evidence that all fees and other amounts required pursuant payable by the Borrower on or before the Fourth Amendment Effective Date to the Fee Letter Administrative Agent and Section 5 hereof. The effectiveness of the Lenders (or their affiliates) in connection with this Amendment (other than Sections 4have been paid in full, 5, 6 including the fees and 7 hereof) is conditioned upon expenses of counsel to the accuracy of the representations and warranties set forth in Section 3 hereofAdministrative Agent.

Conditions to Effectiveness. This Fifth Amendment shall become effective when, only upon completion of the following actions: (a) the execution and only when, the Administrative Agent shall have received fully executed originals, each in form and substance satisfactory delivery to the Administrative AgentAgent of an Amendment and Confirmation of Guaranty, of dated the date hereof and substantially in the form attached hereto as Exhibit A, by each of the following: Borrower's Subsidiaries; (b) the execution and delivery to the Agent by the Borrower and Newco of an Amended and Restated Stock Pledge Agreement, dated the date hereof (the "Restated Pledge Agreement") and substantially in the form attached hereto as Exhibit B, documenting or confirming the pledge to the Agent of (i) this Amendment and the reaffirmation by all of the Guarantors; capital stock of the Intermediate Subsidiaries held by Newco, (ii) all of the Fee Letter; capital stock of Newco held by the Borrower, and (iii) the Credit Agreement Agency Transition Agreement; (iv) each all of the Assignment Agreements; capital stock of all other Subsidiaries which remain directly owned by the Borrower following the Newco Restructuring; (vc) the Revolving Credit Loan Note physical delivery to, or possession by, the Agent of stock certificates representing all of the outstanding capital stock being pledged in favor accordance with clause (b) above, accompanied by new or substituted stock power endorsements executed in blank; (d) the delivery to the Agent and the other Banks of an opinion letter of Nutt▇▇, ▇▇Cl▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of & ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofAish, as prior Administrative Agent for the benefit of the LendersLLP, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect counsel to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; Subsidiaries, respecting the transactions contemplated by this Fifth Amendment, in a form and addressing such specific matters as may be reasonably requested by the Banks; (xive) equity powers executed in blank together with Pledged Securities; (xv) receipt a certificate of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation appropriate officer of Loan Documents by the Borrower and each Guarantor Subsidiary which is a party to the documents referenced in clauses (a) - (c) above, certifying as to its charter 3 documents and by-laws, the incumbency of signing officers, and the adoption of necessary corporate votes; (f) a certificate of legal existence and good standing of PROVANT Utah, Inc. from the Secretary of State of Utah; (g) certified copies of the Inter-company Notes; (h) a Subordination Agreement, dated as of the date hereof and substantially in each casethe form attached hereto as Exhibit C, in form and substance satisfactory pursuant to which the Inter-company Notes are to be subordinated to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant Indebtedness owing to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment Banks under the Loan Documents; and (i) such other than Sections 4, 5, 6 and 7 hereof) is conditioned upon documents or information as the accuracy of the representations and warranties set forth in Section 3 hereofAgent or any Bank may reasonably request.

Conditions to Effectiveness. This Amendment shall become effective when, and only when, as of the date set forth above upon the satisfaction of the following conditions: (a) there shall exist no Default immediately after giving effect to this Amendment; and (b) the Administrative Agent shall have received fully a counterpart signature page to this Amendment, duly executed originalsand delivered by the Borrower, the Ultimate Parent, Nexstar Finance Holdings, each Guarantor and each Lender; and (c) the Administrative Agent and the Lenders shall have received a legal opinion of counsel to the Credit Parties, which shall be in form form, scope and substance reasonably satisfactory to the Administrative AgentAgent and include, of each of the following: without limitation (i) this Amendment opinions regarding FCC matters and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; an unqualified no conflicts opinion with respect to (iiiA) the Credit Agreement Agency Transition Agreement; , (iv) each of the Assignment Agreements; (vB) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; Documents, (viC) the Swing Line Mission Loan Note in favor of ▇▇▇▇▇ Fargo; Documents, and (viiD) assignments all public and other indebtedness of each Mortgage from BofANexstar Entity and each Mission Entity, as prior Administrative Agent for including without limitation, the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower Original 2010 Senior Second Lien Secured Notes and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Unsecured Notes; and (xvid) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in this Amendment shall be true and correct as of the date of this Amendment; and (e) the Administrative Agent shall have received, in form and substance reasonably acceptable to it, all resolutions, incumbency certificates, certificates of no default, and such other certificates and documents as reasonably requested by the Administrative Agent or the Lenders; and (f) the Administrative Agent shall have received, (i) for the pro rata account of the Revolving Lenders, an amendment fee equal to seventy-five basis points (0.75%) of the Revolving Commitment of each such Lender as reduced pursuant to this Amendment and (ii) for the pro rata account of the Term Lenders, a refinanced issue discount of 1.00% of the new Term B Loan Amount as reduced pursuant to this Amendment; and (g) the Administrative Agent shall have received all other invoiced fees and expenses due and owing in connection with this Amendment; and (h) the Administrative Agent shall have received (i) an amendment and restatement of the Security Agreement, (ii) a confirmation of the Pledge and Security Agreement and each Guaranty Agreement, substantially in the form of ▇▇▇▇▇▇▇▇ ▇-▇, ▇-▇ and D-4 attached to Annex II and, (iii) at the request of the Administrative Agent, such other confirmations and affirmations of any of the other Loan Documents by the applicable Credit Parties, in each case reasonably acceptable to the Administrative Agent and the Lenders; and (i) the Administrative Agent shall have received a copy of the executed Second Amendment to the Mission Credit Agreement on terms reasonably acceptable to the Administrative Agent, and all conditions to effectiveness of such Second Amendment to the Mission Credit Agreement shall have been satisfied or waived (except the condition relating to the effectiveness of this Amendment); and (j) the Administrative Agent shall have received a Compliance Certificate in the form of Exhibit C attached hereto; provided such Compliance Certificate delivered in connection with this Amendment shall not be required to include a certification as to compliance of any Mission Entities with Section 3 hereof6.20 of the Credit Agreement, which attaches a schedule in form and detail reasonably satisfactory to the Administrative Agent of Consolidated Total Debt, Consolidated First Lien Indebtedness, Consolidated Operating Cash Flow, Consolidated Net Income, Consolidated Total Leverage Ratio, Consolidated First Lien Indebtedness Ratio, Consolidated Fixed Charge Coverage Ratio, each calculated pursuant to the applicable definitions set forth in the Credit Agreement attached as Annex I hereto and as of the date hereof (provided that with respect to Consolidated Operating Cash Flow and Consolidated Net Income, such calculation shall be for the Measurement Period ending on the last day of the most recently completed fiscal quarter of the Borrower for which financial statements have been delivered) in each case demonstrating compliance with the applicable financial covenants set forth in Section 7.09 of the Credit Agreement as set forth in Annex I hereto, prepared by the principal financial or accounting officer of the Borrower; and (k) the Administrative Agent shall have received a duly executed and completed 2010 Intercreditor Agreement; and (l) the issuance of at least $325 million of the Original 2010 Senior Second Lien Secured Notes shall have been consummated, and the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and the other 2010 Indenture Documentation shall have been entered into, in each case on terms and conditions as set forth on Schedule 1.01(D), and on such other terms and conditions, and pursuant to documentation, in each case acceptable to the Administrative Agent and each of the Lenders; and (i) the Administrative Agent shall have received, on behalf of the Lenders in accordance with their ratable outstandings, a prepayment of Loans (with a corresponding reduction of the Revolving Commitments with respect to prepayments applied to the outstanding Revolving Loans) from the Net Cash Proceeds of the issuance of the Original 2010 Senior Second Lien Secured Notes so that the Aggregate Term B Loan Amount for the Borrower does not exceed $61,000,000 and the Aggregate Revolving Commitment does not exceed $65,000,000 and (ii) to the extent requested by the Administrative Agent, Lenders shall have entered into agreements among the Lenders (including, without limitation, assignment and assumption agreements), in each case of (i) and (ii) preceding, in a manner such that after the application of prepayments and the effectiveness of the agreements (if any), (A) the Revolving Commitment of each Revolving Lender is not more than the Revolving Commitment of such Lender set forth on Schedule 2.01, and (B) the Term B Loan Amount of each Term Lender is not more than the Term B Loan Amount of such Lender as set forth on Schedule 2.01, and (C) the initial percentage of each Revolving Lender and each Term Loan Lender of the Revolving Facility and the Term Facility, respectively, is in each case that percentage set forth on Schedule 2.01; and (n) the Borrower shall have paid all reasonable invoiced fees and expenses of the Administrative Agent’s counsel, (i) ▇▇▇▇▇▇▇▇ PC and (ii) ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as special FCC counsel for the Administrative Agent; and (o) the Administrative Agent shall have received a duly executed and completed Revolver Reallocation Letter.

Conditions to Effectiveness. This Amendment The effectiveness of Section 1 of this Agreement and the obligation of the Term Loan Lenders to make their Term Loans hereunder shall be subject to the satisfaction of the following conditions precedent (the date upon which Section 1 of this Agreement become effective when, and only wheneffective, the “Fifth Amendment Effective Date”): (a) The Administrative Agent shall have received fully executed originalseach of the following, each dated the Fifth Amendment Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (i) from each Loan Party and the Fronting Term Loan Lender which is party hereto, duly signed counterparts of this Agreement and from each Cashless Option Lender a duly signed Consent (which shall be deemed part of this Agreement); (ii) a favorable written opinion of each of ▇▇▇▇▇ Day LLP, counsel to the Borrower and each Guarantor and local counsel for the Loan Parties in each jurisdiction reasonably requested by the Administrative Agent, addressed to the Administrative Agent, Collateral Agent and each Lender signatory hereto, dated the Fifth Amendment Effective Date; (iii) a “Life-of-Loan” flood hazard determination notice for each real property encumbered by a Mortgage and if such real property is located in a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and the applicable Loan Party and (y) evidence of flood insurance required by the Credit Agreement in form and substance satisfactory to the Administrative Agent, of each of ; and (iv) a notice (which notice must be received by the following: Administrative Agent by (i) this in the case of Eurocurrency Loans, 11:00 a.m. three (3) Business Days prior to the Fifth Amendment and the reaffirmation by all of the Guarantors; Effective Date or (ii) in the Fee Letter; case of Base Rate Loans, by 11:00 a.m. one (iii1) Business Day prior to the Fifth Amendment Effective Date) specifying the amount of the applicable Term Loans to be borrowed, the Type of such Term Loans, the Interest Period (if applicable) and the proposed Borrowing Date. (b) the Credit Agreement Agency Transition Agreement; (iv) each of Term Loan Lenders shall have received all fees and other amounts due and payable under Section 6 on, or contemporaneously with, the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the LendersFifth Amendment Effective Date, to ▇▇▇▇▇ Fargothe extent invoiced at least two Business Days prior to such date, as successor Administrative Agent for in each case, unless otherwise agreed between the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; Administrative Agent; (xivc) equity powers executed in blank together with Pledged Securities; the Administrative Agent shall have received (xvA) receipt true and complete copies of cancelled existing Notes; (xvi) amendments to resolutions of the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation board of Loan Documents by directors of the Borrower and each Guarantor dated approving and authorizing the execution, delivery and performance of this Agreement, and the performance of the Amended Credit Agreement, certified as of the date hereof Fifth Amendment Effective Date by a Responsible Officer, secretary or assistant secretary of the Borrower or such Guarantor, as applicable, as being in full force and effect without modification or amendment and (B) good standing certificate (or the equivalent thereof) for each case, in form and substance satisfactory to Loan Party reasonably requested by the Administrative Agent, together with Agent from its jurisdiction of formation; and (d) all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth conditions in Section 3 hereof5.2 of the Credit Agreement have been satisfied.

Conditions to Effectiveness. This Each of the amendments set forth in Section 2 of this Amendment shall become be effective whenand in full force and effect on and as of and from and after the Second Amendment Effective Date; provided, and only whenhowever, that each of the following conditions precedent shall first be satisfied: (a) receipt by the Administrative Agent shall have received fully from each of the parties hereto of a duly executed originalscounterpart of this Amendment signed by such party; (b) receipt by the Administrative Agent of a favorable opinion of the General Counsel for the Borrower, each dated as of the Second Amendment Effective Date, satisfactory in form and substance to the Administrative Agent; (c) receipt by the Administrative Agent of a favorable opinion of special counsel to the Borrower, dated as of the Second Amendment Effective Date, satisfactory in form and substance to the Administrative Agent; (d) receipt by the Administrative Agent of a certificate of incumbency of the Borrower (the "Secretary's Certificate"), signed by the Secretary or an Assistant Secretary of the Borrower and dated as of the Second Amendment Effective ▇▇▇▇, certifying as to the names, true signatures and incumbency of the officer or officers of the Borrower authorized to execute and deliver this Amendment, and certified copies of the following items: (i) the Borrower's Articles of Incorporation, (ii) the Borrower's Bylaws, (iii) a recent certificate of the Secretary of State of the State of incorporation of the Borrower as to the existence of the Borrower as a corporation organized under the laws of such state, and (iv) the action taken by the Board of Directors of the Borrower authorizing the Borrower's execution, delivery and performance of this Amendment, all in form and substance satisfactory to the Administrative Agent, of each of ; and (e) receipt by the following: (i) this Amendment Administrative Agent and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments Lenders of all control agreements from BofA, as prior Administrative Agent for Fees due and payable on the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to Second Amendment Effective Date and all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower amounts due and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and payable under Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereofAmendment.

Conditions to Effectiveness. This Amendment shall become be effective whenupon satisfaction of each of the following conditions: (a) the Administrative Agent (or its counsel) shall have received from each of the Administrative Agent, the Borrower, the Guarantors, and only whenthe Lenders party hereto, either (a) a counterpart of this Amendment signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) the Administrative Agent shall have received fully a certificate of the chief financial officer or another Responsible Officer of the Borrower in accordance with the requirements set forth in Section 2.14(d)(i)(D) of the Credit Agreement, as amended by and after giving effect to this Amendment (including the waiver in Section 3 hereof); (c) the Administrative Agent shall have received an opinion of counsel to the Loan Parties, in a form and substance reasonably satisfactory to Administrative Agent and covering such matters relating to the transactions contemplated hereby as Administrative Agent may reasonably request, addressed to Administrative Agent and the Lenders; (d) the Administrative Agent shall have received a fully-executed originalsand assembled copy of a Pledge Supplement (including all schedules, exhibits and annexes thereto) with respect to the equity interests in HMS Funding and MSIF Funding LLC, in form and substance reasonably satisfactory to Administrative Agent; (e) the Administrative Agent shall have received a fully-executed and assembled copy of a Joinder Agreement (including all schedules, exhibits and annexes thereto) with respect to the joinder of HMS Funding as a “Guarantor,” a “Grantor,” and a “Pledgor” to the Credit Agreement and the other Loan Documents, as applicable; (f) the Administrative Agent shall have received all documents which the Administrative Agent or any Lender may reasonably request relating to the existence of each Loan Party, the authority for and the validity of this Amendment and any other Loan Documents entered into in connection herewith, and any other matters relevant hereto or thereto, all in form and substance satisfactory to the Administrative Agent, including without limitation a certificate of incumbency of each Loan Party, signed by the Secretary, an Assistant Secretary, a member, manager, partner, trustee or other authorized representative of the followingrespective Loan Party, certifying as to the names, true signatures and incumbency of the officer or officers of the respective Loan Party, authorized to execute and deliver the Loan Documents, and certified copies of the following items: (i) this Amendment and the reaffirmation by all of the Guarantorssuch Loan Party’s Organizational Documents; (ii) the Fee Lettersuch Loan Party’s Operating Documents; (iii) a certificate of the Credit Agreement Agency Transition Agreement; Secretary of State of such Loan Party’s state of organization as to the good standing or existence of such Loan Party, and (iv) each the Organizational Action, if any, taken by the board of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor directors of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each such Loan Party with attachments thereto; (x) a waiver or the members, managers, trustees, partners or other applicable Persons authorizing such Loan Party’s execution, delivery and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness performance of this Amendment (and any other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth Loan Documents entered into in Section 3 hereof.connection herewith; 140760.01015/126392406v.5

Conditions to Effectiveness. This Amendment Credit Agreement Supplement shall become effective on June 8, 2012 (the “Term Facility Increase Effective Date”) when: (i) this Credit Agreement Supplement shall have been executed and delivered by the Borrower, the other Loan Parties, each Incremental Term Loan Lender party hereto and only when, the Administrative Agent; (ii) the Administrative Agent shall have received fully executed originalsevidence, each in form including UCC, tax and substance satisfactory to judgment lien searches from the Administrative Agentjurisdiction of formation and/or jurisdiction of the chief executive office, as applicable, of each Loan Party, that none of the following: Collateral is subject to any Liens (i) this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; in each case other than Permitted Liens); (iii) the Credit Agreement Agency Transition Agreement; Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that: (iva) each of the Assignment Agreements; conditions set forth in Sections 4.02(a) and (b) of the Credit Agreement have been satisfied (provided, for the avoidance of doubt that the conditions set forth in Section 4.02(c) of the Credit Agreement must be satisfied before any Credit Extension with respect to the Incremental Term Loans), (b) no Default has occurred and is continuing or would result from the Borrowings to be made on the Term Facility Increase Effective Date and (c) after giving effect to the Borrowings of the Incremental Term Loans to be made on the Term Facility Increase Effective Date, (A) the Borrower is in compliance with each of the covenants set forth in Section 7.11 of the Credit Agreement on a Pro Forma Basis and (B) Total Outstandings plus the aggregate unused Revolving Credit Commitments do not exceed the Maximum First Lien Principal Indebtedness (as defined in the Intercreditor Agreement); (iv) the Administrative Agent’s receipt of certified copies of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to execute and deliver this Credit Agreement Supplement and the other documents contemplated hereby; (v) the Revolving Administrative Agent’s receipt of (a) certificates attesting to the Solvency of each Loan Party before and after giving effect to the incurrence of the Incremental Term Loans, from its chief financial officer, and (b) a certificate of a Responsible Officer of each Loan Party either (x) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of this Credit Agreement Supplement and the other documents contemplated hereby, and such consents, licenses and approvals shall be in full force and effect, or (y) stating that no such consents, licenses or approvals are so required; (vi) all fees and reasonable and documented out-of-pocket expenses of the Administrative Agent and Bank of America, N.A. (the “Arranger”), including all reasonable and documented fees and expenses of counsel to the Administrative Agent and the Arranger, shall have been paid or reimbursed, on or prior to the date hereof; (vii) the Administrative Agent’s receipt of (a) a favorable opinion of I▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq., Vice President, Legal Affairs of Holdings, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Note in favor Parties and this Credit Agreement Supplement and the other documents contemplated hereby as the Administrative Agent may reasonably request and (b) a favorable opinion of H▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of H▇▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇& R▇▇▇ FargoLLP, special counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as successor to such matters concerning the Loan Parties and this Credit Agreement Supplement and the other documents contemplated hereby as the Administrative Agent for the benefit of the Lendersmay reasonably request; and (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; extent any Incremental Term Loan Lender is an Additional Term Lender (xias defined in Section 2.14(b) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the LendersCredit Agreement), to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment ’s receipt of all fees and other amounts required pursuant a joinder agreement in the form of Exhibit L to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereofCredit Agreement.

Conditions to Effectiveness. This Amendment Agreement shall become effective when, and only when, on the date (the “Effective Date”) on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received fully the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed originalsby a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent, of Agent and each of the following: Lenders: (i) executed counterparts of this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note , sufficient in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent number for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory distribution to the Administrative Agent, together with all each Lender and each Loan Party and the Parent; (ii) such certificates of resolutions or other agreementsaction, opinions incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and documents the Parent as the Administrative Agent may requestrequire evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party or the Parent is a party; (iii) such certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and the Parent is duly organized or formed, and that each Loan Party is validly existing and in good standing (to the extent good standing is applicable) in the jurisdiction of its organization; and (iv) a certificate signed by a Responsible Officer of the Borrower Agent certifying that (i) the representations and warranties of each Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, 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 in all respects) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be 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 in all respects) as of such earlier date and (ii) no Default or Event of Default as of the Effective Date has occurred and is continuing. In addition65 (b) Any fees required to be paid on or before the Effective Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrowers shall have paid the reasonable and documented out of pocket fees, charges and disbursements of one firm of counsel to the Administrative Agent and one firm of local counsel to the Administrative Agent in each relevant jurisdiction (directly to such counsel if requested by the Administrative Agent), in each case to the extent invoiced at least 2 Business Days prior to the Effective Date. (d) Each Lender shall have received at least five (5) Business Days prior to the Effective Date (to the extent requested no later than seven (7) Business Days prior to the Effective Date) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, 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 payment of all fees and other amounts required pursuant notice from such Lender prior to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereofproposed Effective Date specifying its objection thereto.

Conditions to Effectiveness. This Amendment The amendment and restatement of the 2014 Credit Agreement and the obligation of each Lender to make Loans and the Issuing Bank to issue Letters of Credit shall not become effective whenuntil the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.02): (a) Satisfactory evidence that (i) the Collateral Agent, on behalf of the Lenders and the other Secured Parties, the Borrower and the First Lien Senior Secured Note Trustee, on behalf of the First Lien Senior Secured Note Holders, shall have entered into the Collateral Trust Agreement setting forth the first-out payment priority right of the Lenders, the Issuing Bank, the Secured Priority Swap Providers, and only whenthe Bank Product Providers under this Agreement and, which agreement shall be on terms and conditions customary for new-money “first lien last out” secured notes issuances having substantially greater exposure than the “first lien first out” facility and otherwise acceptable to the parties entering into such agreement, (ii) all commodity swaps required by the First Lien Senior Secured Note Indenture, if any, shall be in place, and (iii) all Swap Agreements of any Loan Party existing prior to the Third Amended and Restated Effective Date shall be terminated, novated, assigned, maintained or amended, in each case, in a manner acceptable to the Borrower; (b) The Administrative Agent shall have received fully a certificate of a Responsible Officer or the Secretary or an Assistant Secretary of each Loan Party setting forth (i) resolutions of its Board of Directors with respect to the authorization of such Loan Party to execute and deliver amendments or supplements to the Loan Documents to which it is a party, (ii) the officers of such Loan Party (y) who are authorized to sign the amendments or supplements to the Loan Documents to which such Loan Party 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 Agreement, (iii) specimen signatures of such authorized officers, and (iv) the articles or certificate of incorporation and bylaws or other comparable organizational documents of such Loan Party, 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; (c) The Administrative Agent shall have received from each party hereto counterparts (in such number as may be requested by the Administrative Agent) of this Agreement signed on behalf of such party and duly executed originalscounterparts (in such number as may be requested by the Administrative Agent) of amendments or supplements to the loan documents governing the 2014 Credit Agreement and all commitments thereunder shall be terminated (other than the commitments of the Lenders under this Agreement). Notwithstanding anything to the contrary, Liens granted in the Collateral by any Loan Party shall not secure any obligation in respect of any Excluded Swap Obligation; (d) The Administrative Agent shall have received duly executed Notes payable to the order of each Lender that has requested a Note in a principal amount equal to its Commitment dated as of the date hereof; (e) The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agentit, an opinion of each of the following: (i) this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of Akin Gump ▇▇▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇& ▇▇▇▇ FargoLLP, as successor Administrative counsel to the Loan Parties; (f) The Collateral Agent for the benefit shall have received a certificate of insurance coverage of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by evidencing that the Borrower is carrying insurance in accordance with Section 7.12 and each Guarantor dated as shall provide a copy of the date hereof in each case, in form and substance satisfactory such certificate to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, ; (g) The Administrative Agent shall have received payment a certificate of a Responsible Officer of the Borrower certifying that the Borrower has received all consents and approvals required by Section 7.03 or otherwise necessary for the continued operations of the Loan Parties; (h) The Administrative Agent shall have received UCC search certificates and other lien searches reflecting the absence of Liens other than Liens permitted under the “limitation on liens” negative covenant in the First Lien Senior Secured Note Indenture and Liens being released; (i) The Administrative Agent shall have received duly executed Guaranties from all Subsidiaries of the Borrower that have guaranteed the First Lien Senior Secured Note Obligations; (j) The Administrative Agent shall have received all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act; (k) The Administrative Agent, Arranger and the Lenders shall have received all fees and other amounts required pursuant due and payable, including, to the Fee Letter extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder; and (l) The Third Amended and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4Restated Effective Date shall have occurred on or before March 31, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereof2018.

Conditions to Effectiveness. This Amendment shall become effective whenon the date on which each of the following conditions is satisfied: (a) The Administrative Agent’s receipt of the following, and only wheneach of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Administrative Agent shall have received fully executed originals, signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent: (1) a Committed Loan Notice in accordance with the requirements of the Credit Agreement; (2) executed counterparts of this Amendment; (3) unless otherwise waived, or deemed to be a post-closing obligation, by the Administrative Agent with respect to Loan Parties other than the Borrower, such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other corporate or limited liability company, action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the following: (i) Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the reaffirmation by all of other Loan Documents to which such Loan Party is a party or is to be a party on the Guarantors; Amendment No. 1 Effective Date; (ii4) the Fee Letter; an opinion from (iiiA) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of Pillsbury ▇▇▇▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇ ▇▇▇▇▇▇▇ Fargo; LLP, New York counsel to the Loan Parties and (viiB), unless waived, or deemed to be a post-closing obligation, by the Administrative Agent, each local counsel listed on Schedule 3(a)(5); (5) assignments copies of a recent Lien, tax and judgment searches in each Mortgage from BofA, as prior jurisdiction and/or office reasonably requested by the Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor AgreementLoan Parties; and (xi6) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit a certificate signed by a Responsible Officer of the Lenders, Borrower certifying as to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit satisfaction of the Lenders; conditions set forth in paragraphs (xiie) amendments and (f) of this Section 3 and that the Term B-1 Loans meet the requirements and conditions to all Intellectual Property Security Agreements; be Replacement Term Loans. (xiiib) opinions The aggregate principal amount of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt Exchanged Term Loans plus the aggregate principal amount of cancelled existing Notes; (xvi) amendments the Additional Term B-1 Commitments shall equal the aggregate principal amount of the outstanding Term B Loans immediately prior to the existing financing statements; effectiveness of this Amendment. (xviic) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the The Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory shall have paid to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment for the ratable account of all fees and other amounts required pursuant the Term Lenders immediately prior to the Fee Letter Amendment No. 1 Effective Date, all accrued and Section 5 hereofunpaid interest on the Term Loans to, but not including, the Amendment No. The effectiveness of this 1 Effective Date on the Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereof.No. 1

Conditions to Effectiveness. This Third Amendment shall become be effective when, and only when, upon satisfaction or completion of the following: (a) the Administrative Agent shall have received fully counterparts of this Third Amendment executed originals, by the Required Lenders; (b) the Administrative Agent shall have received counterparts of this Third Amendment executed by the Borrower and acknowledged by each in form Guarantor; (c) the Administrative Agent shall have received from the Borrower for the account of each Lender executing and substance satisfactory delivering this Amendment to the Administrative Agent, Agent or its counsel by the time designated by the Administrative Agent an amendment fee in immediately funds in an amount equal to the product of each of the following: (i) this Amendment 0.25% and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; amount of each such Lender's Commitment; (iiid) the Credit Agreement Agency Transition Agreement; (iv) each Administrative Agent shall receive all Collateral Documents, duly executed by authorized officers of the Assignment Agreements; parties thereto, together with all stock certificates, UCC-1 financing statements, undated stock powers duly executed and blank, and related documents; (ve) the Revolving Credit Administrative Agent shall have received such certificates of insurance and endorsements to insurance policies naming the Administrative Agent as loss payee and additional insured, as the case may be, as the Administrative Agent may request; (f) the Administrative Agent shall have received copies of all UCC searches of the Borrower and its Domestic Subsidiaries, each search showing no Liens except Permitted Liens; (g) the Administrative Agent shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Note Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in favor connection with this Third Amendment and the other Loan Documents to which such Loan Party is a party; (h) the Administrative Agent shall have received a favorable opinion of ▇▇▇▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor & ▇▇▇▇▇▇ L.L.P., and of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo▇▇▇▇, Esq., general counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as successor to such matters concerning the Loan Parties, this Third Amendment, and the Collateral Documents as the Administrative Agent for the benefit may reasonably request; (i) a Borrowing Base Certificate as of October 31, 2008, duly completed by a Responsible Officer of the LendersBorrower; and (xiij) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each caseAdministrative Agent shall have received, in form and substance satisfactory to the Administrative AgentAgent and its counsel, together with all such other agreementsdocuments, opinions certificates and documents instruments as Administrative Agent may request. In addition, the Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereofrequire.

Conditions to Effectiveness. This Amendment Upon the satisfaction or waiver of each of the following conditions, this Agreement shall become be deemed to be effective when(the date of such satisfaction, and only when, the “Effective Date”): (a) the Administrative Agent shall have received fully counterparts of this Agreement executed originals, each in form and substance satisfactory to by the Administrative Agent, of Agent and each of the following: Credit Parties; (i) this Amendment and the reaffirmation by all of the Guarantors; (iib) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment an executed signature page or Lender Authorization directing the Administrative Agent to execute this Agreement on its behalf from each of the affected Lenders and all of the initial Tranche B-1 Term Lenders; (c) the Borrower shall have paid (i) to the Administrative Agent and the Arranger all fees and reasonable out of pocket costs and expenses incurred by them or their respective Affiliates in connection with this Agreement and (ii) the reasonable fees, disbursements and other amounts required pursuant charges of counsel for the Administrative Agent and its Affiliates; (d) the Borrower shall deliver or cause to be delivered a certificate in form and substance reasonably satisfactory to the Fee Letter Administrative Agent and Section 5 hereof. The effectiveness executed by a Responsible Officer of the Borrower certifying that: (i) either (A) the articles of incorporation (or equivalent) and bylaws (or equivalent) of each Credit Party have not been amended, restated, supplemented or otherwise modified since the Closing Date (or the most recent date of delivery to the Administrative Agent) or (B) attached thereto are true, correct and complete copies of any amendments, supplements or modifications of any articles of incorporation (or equivalent) and bylaws (or equivalent) entered into since the Closing Date (or the most recent date of delivery to the Administrative Agent); (ii) attached thereto are such resolutions or other action duly adopted by the board of directors (or other governing body) of each Credit Party authorizing and approving the transactions contemplated hereunder and, the execution, delivery and performance of this Amendment Agreement; and (iii) attached thereto are such certificates of good standing or the equivalent from each Credit Party’s jurisdiction of organization or formation, as applicable; and (e) the Credit Parties shall have received all material governmental, shareholder and third party consents and approvals necessary in connection with the transactions contemplated by this Agreement (including, without limitation, all consents and approvals required from any Agency under any of the Agency Agreements and from any Investor under any of the Investor Agreements that are Material Contracts) and all applicable waiting periods shall have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any material adverse conditions on any of the Credit Parties or such other than Sections transactions, and no law or regulation shall be applicable which in the reasonable judgment of the Administrative Agent could reasonably be expected to have such effect. Without limiting the generality of the provisions of Section 10.3 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 4, 5each Lender that has executed a Lender Authorization shall be deemed to have consented to, 6 and 7 hereof) is conditioned upon 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 accuracy of Administrative Agent shall have received notice from such Lender prior to the representations and warranties set forth in Section 3 hereofproposed Effective Date specifying its objection thereto.

Conditions to Effectiveness. This Amendment shall become effective when, on the Effective Date and only when, enforceable against the parties hereto upon the occurrence of the following conditions precedent: (a) The Administrative Agent shall have received fully executed originalsmultiple original counterparts, each in form and substance satisfactory to as requested by the Administrative Agent, of each of the following: of: (i) this Amendment duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Issuing Lender and the reaffirmation by all of the Guarantors; Lenders; (ii) a Note payable to the Fee Letter; order of each Lender in the amount of its Commitment duly and validly executed and delivered by duly authorized officers of the Borrower; (iii) reaffirmations of the Credit Agreement Agency Transition Agreement; Mortgages in a form satisfactory to the Administrative Agent duly and validly executed and delivered by duly authorized officers of the applicable Obligor and the Administrative Agent; (iv) each copies, certified as of the Assignment Agreementsdate of this Amendment by a Responsible Officer or the secretary or an assistant secretary of the Borrower of (A) the resolutions of the board of directors or managers (or other applicable governing body) of the Borrower approving the Loan Documents to which it is a party, (b) the articles or certificate (as applicable) of incorporation (or organization) and bylaws, limited liability company agreement, operating agreement, limited partnership agreement or other governing documents of the Borrower, and (c) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment, the Credit Agreement, the Security Instruments, and the other Loan Documents to which the Borrower is a party; and (v) copies, certified as of the Revolving Credit Loan Note in favor date of ▇▇▇▇▇ Fargo; this Amendment by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (via) the Swing Line resolutions of the board of directors or managers (or other applicable governing body) of such Guarantor approving the Loan Note Documents to which it is a party, (b) the articles or certificate (as applicable) of incorporation (or organization) and bylaws, limited liability company agreement, operating agreement, limited partnership agreement or other governing documents of such Guarantor, and (c) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party. (b) No Default shall have occurred and be continuing as of the Effective Date. (c) The representations and warranties in favor this Amendment shall be true and correct in all material respects. (d) The Borrower shall have paid (i) all costs and expenses which have been invoiced and are payable pursuant to Section 10.04 of ▇▇▇▇▇ Fargo; the Credit Agreement, and (viiii), if any Lender’s share of the allocated Borrowing Base as of the Effective Date after taking into account the redetermination of the Borrowing Base set forth herein (such Lender’s “New Allocation”) assignments shall be greater than such Lender’s share of each Mortgage from BofAthe allocated Borrowing Base prior to giving effect to the redetermination of the Borrowing Base set forth herein (such Lender’s “Existing Allocation”), as prior to the Administrative Agent for the benefit account of each such Lender, an upfront fee in the amount equal to .35% of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for difference between the benefit Existing Allocation of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower such Lender and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt New Allocation of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereofLender.

Conditions to Effectiveness. This Fourth Amendment shall become effective when, and only when, as of the date set forth above upon the satisfaction of the following conditions: (a) the Administrative Agent shall have received fully counterparts of this Fourth Amendment duly executed originals, by the Required Lenders and each in form and substance satisfactory Incremental Lender which is providing a Term Commitment pursuant to the Administrative Agent, of each of the following: (i) this Amendment and the reaffirmation by all of the GuarantorsFourth Amendment; (iib) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment counterparts of all fees this Fourth Amendment duly executed by the Borrower and other amounts required pursuant Limited and acknowledged by each Guarantor; (c) the Administrative Agent shall have received a fully-executed Term Loan Note for each Incremental Lender requesting a Term Loan Note; (d) the Administrative Agent shall have received a completed Loan Notice in the form of Exhibit A to Annex II with respect to (i) the Revolving Loans subject to the Fee Letter and Rate Conversion (as defined in Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon occurring on or after the accuracy Fourth Amendment Effective Date (as defined in the Amended Credit Agreement) and (ii) the Term Loans to be incurred on the Fourth Amendment Effective Date; (e) each of the conditions set forth in Section 4.02(a) and Section 4.02(b) of the Existing Credit Agreement shall have been satisfied; (f) the Administrative Agent shall have received a certificate of each of Limited and the Borrower dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties set forth contained in Article V of the Existing Credit Agreement and the other Loan Documents (i) that contain a materiality qualification, are true and correct, on and as of the Increase Effective Date and (ii) that do not contain a materiality qualification, are true and correct in all material respects, on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or in the case of such representations and warranties that are subject to a materiality qualification, in all respects) as of such earlier date, and except that for purposes of Section 3 hereof2.14 of the Existing Credit Agreement, the representations and warranties contained in subsection (a) of Section 5.05 of the Existing Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clause (a) of Section 6.01 of the Existing Credit Agreement, and (B) no Default exists.

Conditions to Effectiveness. This Amendment shall become effective when, and only when, on the date when each of the following conditions precedent have first been satisfied (the “Effective Date”): (a) the Administrative Agent shall have received fully counterparts of this Amendment executed originalsby each Borrower, Holdings, the Required Lenders under the existing Credit Agreement and each Additional Term B Lender making Additional Term B Loans in connection herewith or, as to any of the Additional Term B Lenders, evidence satisfactory to the Administrative Agent that such Additional Term B Lender has executed this Amendment; (b) the Administrative Agent shall have received a Committed Loan Notice with respect to the Additional Term B Loans in accordance with the requirements of the Credit Agreement; (c) the Administrative Agent shall have received from each Guarantor its duly executed and delivered consent to this Amendment in the form attached hereto; (d) the Administrative Agent shall have received, in form and substance reasonably satisfactory to it, a certificate from a Responsible Officer of Dollarama attesting to the Solvency of Holdings and its Subsidiaries (taken as a whole) after giving effect to the borrowing of the Additional Term B Loans and the application of the proceeds thereof to make Restricted Payments in redemption or repayments of the Canadian Holdco Senior Notes, the issuance of the New Senior Subordinated Notes, the repayment of the Senior Subordinated Loans and the other transactions contemplated hereby; (e) the Administrative Agent shall have received, in form and substance reasonably satisfactory to it, such certificates or resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as any Agent may reasonably require evidencing the identity, authority and capacity of each Loan Party and Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party; (f) the Administrative Agent shall have received opinions from (i) Ropes & ▇▇▇▇ LLP, New York counsel to the Loan Parties and (ii) Stikeman Elliott LLP, Canadian counsel to the Loan Parties, each addressed to the Syndication Agent, the Administrative Agent and each Lender and each in form and substance reasonably satisfactory to the Syndication Agent and the Administrative Agent, of each ; (g) Dollarama shall have received proceeds from the issuance by it of the following: (i) this Amendment New Senior Subordinated Notes in an aggregate amount of not less than US$200,000,000, and the reaffirmation by all net proceeds of which shall have been applied (together with available cash or Revolving Credit Loans, to the extent that the net proceeds of the Guarantors; (iiNew Senior Subordinated Notes are not sufficient) to repay in full, and which proceeds shall have been applied in the Fee Letter; (iii) repayment in full of, the Senior Subordinated Loans and all other amounts outstanding under the Senior Subordinated Credit Agreement Agency Transition Agreement; (iv) each and the terms of the Assignment Agreements; (v) New Senior Subordinated Notes and the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) indenture and all documentation with respect thereto shall be consistent with the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent preliminary offering memorandum for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver New Senior Subordinated Notes and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, otherwise be satisfactory in form and substance satisfactory to the Syndication Agent and the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of ; and (h) all fees and other amounts expenses payable in connection with this Amendment or otherwise required to be paid pursuant to the Fee Letter and Section 5 hereofCredit Agreement shall have been paid in full. The effectiveness of Furthermore this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon subject to the accuracy provisions of Section 10.01 of the representations and warranties set forth in Section 3 hereofCredit Agreement.

Conditions to Effectiveness. This First Amendment shall become not be effective when, and only when, until each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agent (the date such conditions have been satisfactorily fulfilled, the “Increase Effective Date”): a. the Administrative Agent’s receipt of the following, each of which shall be originals, telecopies, other electronic image scan transmission (e.g., “pdf” or “tif ” via electronic mail), subject to Section 10.10 of the Credit Agreement (followed promptly by originals) unless otherwise specified or permitted by the Credit Agreement, each properly executed by a Responsible Officer of the signing Loan Party or the Lenders, as applicable, each dated the date hereof (or, in the case of certificates of governmental officials, a recent date before such date) and each in form and substance reasonably satisfactory to the Agent: (i) This First Amendment shall have received fully been duly executed originalsand delivered by the Loan Parties, each the FILO Lenders and the Required Lenders party hereto and shall be in form and substance satisfactory to the Administrative Agent; (ii) A Revolving Note, or amended and restated Revolving Note, as applicable, executed by the Borrowers in favor of each Lender requesting a Note not later than one (1) Business Day prior to the Increase Effective Date and reflecting the Revolving Domestic Commitment of such Lender after giving effect to this First Amendment; (iii) A FILO Note, executed by the Borrowers in favor of each FILO Lender requesting a FILO Note not later than one (1) Business Day prior to the Increase Effective Date and reflecting the FILO Commitment of such FILO Lender after giving effect to this First Amendment; (iv) The First Amendment Fee Letter, duly executed by the Borrowers and the Administrative Agent; (v) Such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this First Amendment and the other Loan Documents to which such Loan Party is a party or is to become a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this First Amendment and the other Loan Documents to which such Loan Party is a party or is to become a party, and attaching copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of formation; (vi) A certificate signed by a Responsible Officer of the Borrowers certifying (A) that the conditions specified in clause (f) of this Section 5 have been satisfied, (B) that, before and after giving effect to the transactions contemplated by this First Amendment, (1) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the First Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of Section 2.15 of the Credit Agreement, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of each Section 6.01 of the following: Credit Agreement and (2) no Default or Event of Default exists or would arise therefrom; provided that, as of the First Amendment Effective Date, the overdue rent payments for the Loan Parties’ store locations and other operational rent payment disruptions affecting the Loan Parties, in each case as a direct result of the COVID-19 pandemic, shall not be deemed (i) this Amendment and the reaffirmation by all to be a Default or Event of the Guarantors; Default, or (ii) the Fee Letter; (iii) to have caused a violation of any representation or warranty set forth in the Credit Agreement Agency Transition Agreementor the other Loan Documents; and (ivvii) each a Borrowing Base Certificate dated as of the Assignment Agreements; (v) date hereof, relating to the Revolving Credit Loan Note in favor Fiscal Month ended on March 31, 2020, and executed by a Responsible Officer of the Borrowers; b. the Agent shall have received a favorable opinion of A▇▇▇▇▇ Fargo; (vi) & Bird LLP, counsel to the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of Parties, addressed to the Administrative Agent and each Mortgage from BofADomestic Lender, as prior to such matters concerning the Domestic Loan Parties and the Loan Documents as the Administrative Agent for may reasonably request; c. the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for and the benefit of Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect Act to the Intercreditor Agreement; extent requested in writing not less than five (xi5) assignments of days prior to the Increase Effective Date; d. all control agreements from BofA, as prior reasonable Credit Party Expenses incurred by the Administrative Agent for in connection with the benefit preparation and negotiation of this First Amendment and related documents (including the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions reasonable fees and expenses of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent ) that have been invoiced at least two Business Days prior to the date hereof shall have received payment been paid in full by the Borrowers in accordance with terms of Section 10.04 of the Credit Agreement; e. all fees and other amounts required payable pursuant to the First Amendment Fee Letter that are due and Section 5 hereof. The effectiveness payable on the date hereof shall have been paid in full by the Borrowers in accordance with the terms thereof; and f. after giving effect to this First Amendment, no Default or Event of this Amendment (other than Sections 4, 5, 6 Default shall have occurred and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereofbe continuing.

Conditions to Effectiveness. This Each of this Amendment and Consent (including the Amendments), the Priming Facility Intercreditor Agreement and the Lender Forbearance Agreement shall become be effective whenupon satisfaction of each of the following conditions (the date of such effectiveness, and only when, the “Effective Time”): (a) the Administrative Agent shall have received fully executed originals, each in form and substance satisfactory to the Administrative Agent, of each of the following: (i) this Amendment an executed signature page hereto from each U.S. Credit Party, the EMEA Borrower, the Required Lenders, the Required Revolving Lenders and the reaffirmation by all of the Guarantors; Required 2020 EMEA Term Lenders and (ii) an executed copy of the Fee LetterPriming Facility Intercreditor Agreement, which shall have been executed by the Priming Facility Administrative Agent (as defined below) and the Administrative Agent and acknowledged by each Credit Party; (iiib) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment an omnibus reaffirmation agreement executed by each of the Non-U.S. EMEA Credit Parties whereby each such party, as of the date of this Amendment and Consent, (a) acknowledges and agrees that any and all fees Loan Documents to which it is a party or otherwise bound shall continue in full force and other amounts required effect (including, without limitation, the pledge of and security interest in any Collateral granted by it pursuant to the Fee Letter Loan Documents), (b) acknowledges and Section 5 hereof. The effectiveness agrees that the “Non-U.S. EMEA Credit Party Obligations” under the Loan Documents are in all respects continuing, (c) reaffirms and ratifies all of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereof.its

Conditions to Effectiveness. (a) This Amendment (other than those amendments specified in Section 3.1(b) and 3.1(c) below) shall become effective when, and only when, on the date (the "Third Amendment Effective Date") on which the following conditions are satisfied (or waived): (i) the Administrative Agent shall have received fully this Amendment, executed originalsand delivered by a duly authorized officer of each of the US Borrower, English Bidco, the English Borrower, the Euro Borrower, the Subsidiaries parties hereto, the Required Lenders and any other requisite Lenders under the Credit Agreement; (ii) the Administrative Agent and the Lenders shall have received all fees required to be paid and expenses required to be paid as of the Third Amendment Effective Date, including unpaid invoiced legal fees of counsel to the Administrative Agent and the Lenders; (iii) the Administrative Agent shall have received an executed amendment to the Guarantee and Collateral Agreement whereby (A) the Grantors party thereto agree to grant a security interest in (1) each of such Grantor's Deposit Accounts (as defined in form the Uniform Commercial Code of any applicable jurisdiction) to the Collateral Agent, together with a schedule identifying the location and account number of each such Deposit Account and (2) any of such Grantor's assets which would, as of the Third Amendment Effective Date, constitute Collateral under subsection 7.9 and (B) additional Subsidiaries of the Borrowers become party to such Guarantee and Collateral Agreement as required by subsection 7.10 of the Credit Agreement, as amended by this Amendment; (iv) the Administrative Agent shall have received the executed legal opinion of Kirkland & Ellis, counsel to the US Borrower dated the date ▇▇▇▇▇▇ ▇n f▇▇▇ ▇nd substance satisfactory to the Administrative Agent, of each of Agent and updated schedules to the following: (i) this Amendment Guarantee and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Collateral Agreement; (iv) each of the Assignment Agreements; and (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment a certificate of all fees and other amounts required pursuant the chief financial officer of the US Borrower setting forth in reasonable detail calculations supporting the ability of the US Borrower under the Senior Subordinated Note Indenture to incur Indebtedness under the Fee Letter and Section 5 hereof. The effectiveness of Credit Agreement after giving effect to this Amendment (other than Sections 4, 5, 6 including the amendments described in Section 3.1(b) below) and 7 hereof) is conditioned upon the accuracy assuming that $85,000,000 of the representations US Tranche C Term Loans are borrowed. (b) The amendments herein which permit the US Tranche C Term Loans and warranties the 2002 Term Facility and the amendments in Sections 2.13 through 2.15 herein shall become effective on the date on which the following conditions are satisfied (which date shall be no later than November 22, 2002): (i) each of the conditions set forth in the term sheet for the US Tranche C Term Loans previously delivered to the Administrative Agent shall have been met in all material respects, the Tranche C Term Loan Lenders shall have executed a counterpart to this Amendment, delivered any necessary administrative questionnaires to the Administrative Agent and become parties to the Credit Agreement and the US Borrower shall have received gross cash proceeds of at least $85,000,000 therefrom and shall have applied the Net Cash Proceeds thereof in accordance with the terms of this Amendment; and (ii) the 2002 Term Facility shall have closed and the US Borrower shall have received gross cash proceeds of at least $100,000,000 therefrom and shall have applied the Net Cash Proceeds thereof in accordance with the terms of this Amendment. (c) The amendment in Section 3 hereof2.1 with respect to the definition of "Scheduled Revolving Credit Commitment Termination Date" shall become effective on the date on which the Administrative Agent shall have received this Amendment executed and delivered by a duly authorized officer of each of the Revolving Credit Lenders.

Conditions to Effectiveness. This Amendment shall become effective on the first date (the “Effective Date”), when, and only when, each of the Administrative Agent following conditions have been satisfied (or waived) in accordance with the terms therein: (a) The Agent’s receipt of the following, each of which shall have received fully executed be originals, telecopies or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) (followed promptly by originals the provision of which is reasonable and customary) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party or the Lenders, as applicable, each dated the Effective Date and each in form and substance reasonably satisfactory to the Administrative Agent, of each of the following: : (i) executed counterparts of this Amendment by the Borrower, the other Loan Parties and the reaffirmation by Agent, on behalf of the Lenders; (ii) an executed Lender Authorization from all of the Guarantors; (ii) the Fee Letter; Term B-1 Lenders; (iii) the Credit Agreement Agency Transition Agreement; (iv) each a satisfactory opinion of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of Vorys, ▇▇▇▇▇, ▇▇▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of & ▇▇▇▇▇ Fargo; (vii) assignments of LLP, counsel to the Loan Parties, addressed to the Agent and each Mortgage from BofALender, as prior Administrative to such matters concerning the Loan Parties and the Loan Documents as the Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lendersmay reasonably request; and (viiiiv) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (xA) a waiver and written notice letter from the Borrower with respect to the Intercreditor Agreement; Term B-1 Loans setting forth the information specified in Section 3(b) above and (xiB) assignments a Notice of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates Prepayment with respect to loss payee the prepayment of the Initial Term Loans required to be made pursuant to Section 2.04(a) of the Credit Agreement. (b) the representations and additional insuredwarranties in Section 7 of this Amendment shall be true and correct in all material respects as of the Effective Date; 100850833_5 (c) (i) all fees and (xix) an Omnibus Reaffirmation of Loan Documents out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Amendment shall have been paid or reimbursed and each Guarantor dated as (ii) all accrued interest and fees in respect of the date hereof Initial Term Loans outstanding immediately prior to effectiveness of this Amendment shall have been paid; (d) The Agent and the Lenders shall have received (A) 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 in each case, in form and substance the results of which are reasonably satisfactory to the Administrative AgentAgent and (B) with respect to the Borrower or any Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, together a Beneficial Ownership Certification in relation to the Borrower or such Subsidiary. Without limiting the generality of the provisions of Section 9.04 of the Credit Agreement, for purposes of determining compliance with all such the conditions specified in this Section 6, each Lender that has signed this Amendment shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received payment of all fees and other amounts required pursuant notice from such Lender prior to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereofproposed Effective Date specifying its objection thereto.

Conditions to Effectiveness. This Amendment The effectiveness of the Commitments of the Lenders on the Effective Date is subject to the satisfaction (or waiver) of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall become effective whenbe originals or .pdf copies or other facsimiles (followed promptly by originals, and only when, the Administrative Agent shall have received fully executed originalsif requested) unless otherwise specified, each in form and substance reasonably satisfactory to the Administrative Agent, of each of the following: : (i) duly executed counterparts of this Amendment Agreement by the SPV Borrower, the Initial Guarantor, the Initial Term Lenders, the Administrative Agent and the reaffirmation by all of the Guarantors; SPV Security Agent; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor a customary opinion of ▇▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of and ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA▇▇, as prior Administrative Agent for Irish legal counsel to the benefit Loan Parties; (iii) a customary opinion of the Lenders, to ▇Ropes & ▇▇▇▇ FargoInternational LLP, as successor New York and Delaware counsel to the Loan Parties; and (iv) a copy of the following documents, in each case in respect of each of the Loan Parties and certified by a Responsible Officer of such Loan Party: (A) a certificate of good standing (or equivalent) issued by the relevant Governmental Authority in its jurisdiction, if available in such jurisdiction; (B) its Organization Documents; (C) a resolution of its Board of Directors (and/or other appropriate corporate body); and (D) a specimen signature of each person authorized by the resolution referred to in clause (C). (b) The Administrative Agent shall have received, at least three Business Days prior to the Effective Date, all documentation and other information about each Loan Party required under applicable “know your customer” and anti-money laundering rules and regulations, including under the Beneficial Ownership Regulations (such information to include, for the benefit avoidance of doubt, a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customer” thereunder) and the Lenders; (viii) second amendments USA Patriot Act, and satisfactory to each Mortgage; Finance Party (ixacting reasonably), in each case, that has been requested by the Administrative Agent (for itself or on behalf of any Lender) secretary certificates or any Arranger in writing at least ten days prior to the Effective Date. (a) The Specified Representations of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect only to the Intercreditor Agreement; (xiitself) assignments of shall be true and correct in all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower material respects on and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each caseEffective Date with the same effect as though made on and as of such date, in form and substance satisfactory except to the Administrative Agent, together with all extent such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth expressly relate to an earlier date, in Section 3 hereofwhich case they 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.

Conditions to Effectiveness. This Amendment shall become effective whenand the Amendment No. 3 Term Loans shall be funded (or deemed funded) upon satisfaction (or effective waiver) of the following conditions precedent (such date, the “Amendment No. 3 Effective Date”): (a) the Administrative Agent (or its counsel) shall have received a duly executed and only whendelivered counterpart of this Amendment from the Borrower, Holdings, each other Loan Party, each of the Existing Lenders (constituting all of the Lenders party to the Existing Credit Agreement immediately prior to the effectiveness of this Amendment), TPG and the Administrative Agent; (b) the Administrative Agent’s (or it’s counsel’s) receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party: (i) solely with respect to the Loan Parties organized in the United States (or any state thereof) certificates of good standing from the secretary of state of the state of the incorporation or organization of such Loan Party, customary resolutions of the board of directors or managers or other governing body and incumbency certificates evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment No. 3 Effective Date; and (ii) a certificate of a Responsible Officer certifying that the conditions set forth in Sections 5(c) and 5(e) of this Amendment has been satisfied; (c) the representations and warranties contained in Section 7 hereof shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein); (d) a customary written legal opinion by ▇▇▇▇, Gotshal & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties , dated as of the Amendment No. 3 Effective Date and addressed to the Administrative Agent and the Lenders; (e) other than the Waived Events of Default, no Default or Event of Default shall have occurred and be continuing after giving effect to this Amendment; (f) the Administrative Agent shall have received fully executed originalsreimbursement or payment of all fees and expenses required to be reimbursed or paid hereunder or under any other Loan Document or otherwise agreed to in writing to be paid (including the reasonable and documented fees, each in form charges and substance satisfactory to the Administrative Agent, of each of the following: (i) this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor disbursements of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of , ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to & ▇▇▇▇▇▇▇▇ FargoLLP, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect counsel to the Intercreditor Agreement; (xi) assignments of all control agreements from BofAAdministrative Agent), as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory on or prior to the Administrative AgentAmendment No. 3 Effective Date, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereofextent invoiced at least three (3) Business Days prior to the Amendment No. The effectiveness of this Amendment 3 Effective Date (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon or such later date as the accuracy of the representations and warranties set forth in Section 3 hereof.Borrower may agree);

Conditions to Effectiveness. This Amendment Joinder Agreement shall become effective on July 8, 2011 (the “Joinder Effective Date”) when: a. this Joinder Agreement shall have been executed and delivered by the Borrower, the Credit Parties, each Incremental Revolving Credit Lender party hereto and only when, the Administrative Agent; b. the Administrative Agent shall have received a certificate of each Credit Party dated as of the Joinder Effective Date signed by a Responsible Officer of such Credit Party (i) (A) certifying and attaching the resolutions adopted by such Credit Party approving or consenting to the Incremental Revolving Credit Commitments, (B) certifying that the certificate or articles of incorporation or organization (certified by the Secretary of State or like authority of the state of its incorporation or organization) and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since the Closing Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing the Joinder Agreement and any related documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (e), (f) and (h) below (except that the representations and warranties contained in subsections (a) and (b) of Section 6.16 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.1 of the Credit Agreement); c. the Administrative Agent and the Incremental Revolving Credit Lenders shall have received from the Borrower an Officer’s Compliance Certificate demonstrating that the Borrower will be in compliance on a Pro Forma Basis with the financial covenants set forth in Article VIII of the Credit Agreement both before and after giving effect to (1) any Incremental Revolving Credit Commitment (and assuming for these purposes that all Incremental Revolving Credit Commitments are fully executed originalsdrawn as Incremental Revolving Credit Loans) and (2) to the extent occurring substantially simultaneously with the increase in Revolving Credit Commitments, (i) the making of any tranche of Incremental Revolving Credit Loans pursuant thereto and (ii) any Permitted Acquisition consummated in connection therewith; d. the Administrative Agent shall have received all fees required to be paid and all expenses required to be covered, in each case, for which reasonably detailed invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Joinder Effective Date, including without limitation, the fees payable to the Incremental Revolving Credit Lenders set forth in that certain memorandum dated June 21, 2011; e. no Default or Event of Default shall exist on the Joinder Effective Date before or after giving effect to (1) any Incremental Revolving Credit Commitment and (2) to the extent occurring substantially simultaneously with the increase in Revolving Credit Commitments, (i) the making of any tranche of Incremental Revolving Credit Loans pursuant thereto and (ii) any Permitted Acquisition consummated in connection therewith; f. all representations and warranties contained in the Credit Agreement shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Joinder Effective Date (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; g. the Incremental Revolving Credit Lenders and the Administrative Agent shall have received an opinion of Ledgewood, in form and substance reasonably satisfactory to the Administrative Agent, ; h. the representations and warranties in Section 5 of each of the following: (i) this Amendment Joinder Agreement shall be true and the reaffirmation by correct in all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated material respects as of the date hereof in each case, in form and substance satisfactory to hereof; and i. the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment executed original Revolving Credit Notes requested by the Incremental Revolving Credit Lenders made by the Borrower payable to such requesting Incremental Revolving Credit Lenders in the amount of all fees and other amounts required pursuant each such Incremental Revolving Credit Lenders’ respective Commitments after giving effect to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereoftransactions contemplated hereby.

Conditions to Effectiveness. This Section 3.1. Article I(a) and Article II of this Amendment shall become effective whenon the date (the “Incremental Amendment Effective Date”) on which: (a) The Administrative Agent (or its counsel) shall have received from (i) the Administrative Agent, (ii) the New Term Lender and only when(iii) each Loan Party, (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include a telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (b) The Administrative Agent shall have received fully executed originalsa customary written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment No. 5 Effective Date) of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel for the Loan Parties. Each of the Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion. (c) The Administrative Agent shall have received such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Closing Date), certificates of incorporation (or a representation that such certificates have not been amended since the Closing Date) and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in form connection with this Amendment and substance the other Loan Documents to which such Loan Party is a party or is to be a party on the Incremental Amendment Effective Date. (d) The Borrower shall have paid to the Administrative Agent all fees, if applicable, and expenses due to the Administrative Agent and the Amendment No. 5 Arrangers, as separately agreed in writing, on the Incremental Amendment Effective Date, to the extent such fees and/or expenses are invoiced at least one business day prior to the Closing Date. All reasonable costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of counsel for the Administrative Agent) of the Administrative Agent and the Amendment No. 5 Arrangers in connection with this Amendment and the transactions contemplated hereby shall have been paid as separately agreed in writing, to the extent invoiced at least one business day prior to the Closing Date. (e) The representations and warranties of each Loan Party set forth in Article V of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the date of this Amendment 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 they 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 in all respects on the date of this Amendment or on such earlier date, as the case may be. (f) At the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall exist or would result from this Amendment or from the application of the proceeds therefrom. (g) The Administrative Agent shall have received a certificate, dated the Incremental Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (e) and (f) of this Section 3.1. (h) The Administrative Agent shall have received a Committed Loan Notice with respect to the Incremental B-4 Dollar Term Loans to be made on the Incremental Amendment Effective Date at the Administrative Agent’s Office at least three Business Days prior to the Incremental Amendment Effective Date (or in each case, such shorter notice as is approved by the Administrative Agent in its reasonable discretion), and such Committed Loan Notice shall otherwise meet the requirements set forth in Section 2.02 of the Credit Agreement. (i) The Administrative Agent shall have received, no later than three Business Days in advance of the Incremental Amendment Effective Date, (i) all documentation and other information about the Loan Parties that is required by 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, a Beneficial Ownership Certification (as defined in Exhibit A hereto) in relation to the Borrower, in each case, to the extent reasonably requested in writing at least seven Business Days prior to the Incremental Amendment Effective Date by the New Term Lender through the Administrative Agent (provided that, upon the execution and delivery by such Lender of its signature page to this Amendment, the condition set forth in this clause (l) shall be deemed to be satisfied). (j) The Administrative Agent shall have received the results of a recent Lien search in each of the jurisdictions in which Uniform Commercial Code financing statements, or other filings or recordations should be made to evidence or perfect security interests in the Collateral, and such search shall reveal no Liens on any of the Collateral, except for Liens permitted by Section 7.01 of the Credit Agreement or discharged on or prior to the Incremental Amendment Effective Date pursuant to documentation reasonably satisfactory to the Administrative Agent, of each of the following: (i) this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereof.

Conditions to Effectiveness. This Amendment Joinder Agreement shall become effective on May 25, 2011 (the “Term B-2 Joinder Effective Date”) when: (i) this Joinder Agreement shall have been executed and delivered by the Borrower, the Loan Parties, each Term B-2 Loan Lender party hereto and only when, the Administrative Agent; (ii) the Administrative Agent shall have received fully executed originalsa certificate of each Loan Party dated as of the Term B-2 Joinder Effective Date signed by a Responsible Officer of such Loan Party (i) (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Term B-2 Loans, (B) certifying that the certificate or articles of incorporation or organization (certified by the Secretary of State or like authority of the state of its incorporation or organization) and by-laws or operating (or limited liability company) agreement of such Loan Party either (x) have not been amended since the Restatement Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing the Joinder Agreement and any related documents on behalf of such Loan Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (v), (vi) and (viii) below (except that the representations and warranties contained in subsections (a) and (b) of Section 5.06 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement); (iii) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower as separately agreed by the Borrower and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC, ▇▇▇▇▇ Fargo Securities, LLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. (collectively, the “Bookrunners”), including fees and out-of-pocket expenses of the Bookrunners and all invoiced fees and expenses of counsel to the Administrative Agent and the Bookrunners, shall have been paid or reimbursed, on or prior to the date hereof; (iv) the Term B-2 Loan Lenders and the Administrative Agent shall have received (a) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in form and substance reasonably satisfactory to the Administrative Agent and (b) Hunton & ▇▇▇▇▇▇▇▇ LLP, special Virginia counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (v) both immediately before and after giving effect to the Term B-2 Loans, of each the representations and warranties of the following: (i) this Amendment and the reaffirmation by all Loan Parties contained in Article V of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) and in each other Loan Document shall be true and correct in all material respects on and as of the Assignment Agreements; Term B-2 Joinder Effective Date as though made on such date (v) except to the Revolving Credit Loan Note extent that such representations and warranties specifically refer to an earlier date, in favor which case they shall be true and correct in all material respects as of ▇▇▇▇▇ Fargo; such earlier date); (vi) the Swing Line Loan Note representations and warranties in favor Section 10 of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver this Joinder Agreement shall be true and notice letter with respect to the Intercreditor Agreement; (xi) assignments of correct in all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated material respects as of the date hereof in each case, in form and substance satisfactory to hereof; (vii) the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment a notice of all fees and other amounts such Term B-2 Loan as required pursuant by Section 2.02 of the Credit Agreement; and (viii) no Default or Event of Default shall exist on the date hereof before or after giving effect to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereofTerm B-2 Loans.