Common use of Conditions to Effectiveness Clause in Contracts

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date (as defined below)) is subject to the satisfaction of the following conditions precedent: (i) the Agent shall have received counterparts of this Second Amendment that, when taken together, bear the signatures of the Obligors, the Agent and the Required Lenders; (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated hereby.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of on the Consolidated Amendment Date (as defined below)) is subject to the satisfaction date on which each of the following conditions precedent:is satisfied (the “Amendment No. 4 Effective Date”): (ia) the Agent shall have received The Administrative Agent’s receipt of executed counterparts of this Second Amendment that, when taken together, bear the signatures of the Obligorsfrom Holdings, the Agent Borrower, the Administrative Agent, the Required Lenders and the Required Lenders; (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes theretoFronting Lender, each of which shall be reasonably satisfactory in substance and form to originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified. (b) The Borrower shall have paid, or substantially concurrently with the Agent, certified by an Authorized Officer satisfaction of the Borrower as being true, correct and complete and other conditions precedent set forth in this Section 5 shall pay in full force and effect; (ivin each case other than any contingent or indemnification obligations not then asserted or due), (i) the Agent shall have received a pro forma balance sheet of PAMTSecond Lien Obligations and (ii) all accrued and unpaid fees, in form interest, premiums and substance satisfactory to the Agent reimbursable costs and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant expenses with respect to the Second Amendment Fee Letter, dated Lien Obligations (including any amounts payable under Section 2.21 of the Second Lien Credit Agreement as a result of August 5, 2013, among such prepayment). (c) The Borrower shall have reimbursed the Agent, the Lead Arranger Administrative Agent for its reasonable and the Borrower, (C) all documented out-of-pocket expenses (incurred in connection with this Amendment which have been invoiced at least one Business Day prior to the Closing Date, including the reasonable fees and documented fees, charges and disbursements of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent. (d) All fees required to be paid on the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement No. 4 Effective Date shall have been paid on or prior to before the Second Amendment No. 4 Effective Date; and. (vie) the The Administrative Agent shall have received an executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, substantially in the form of the legal opinion provided on the Closing Date. Such legal opinion shall contain such additional documentschanges thereto as may be approved by, instruments and information as shall otherwise be in form and substance reasonably satisfactory to, the Administrative Agent and shall cover such other matters incident to the transactions contemplated by the Loan Documents as the Administrative Agent may reasonably request require. The counsel delivering the foregoing legal opinion is expressly instructed to deliver its opinion for the benefit of each of the Administrative Agent and each Lender. (f) The Administrative Agent shall have received a solvency certificate signed by the chief financial officer and treasurer on behalf of Holdings and dated as of the Amendment No. 4 Effective Date, substantially in the form of Exhibit A hereto. (g) The Administrative Agent shall have received a certificate of each of Holdings, the Borrower and each Subsidiary Guarantor dated the Amendment No. 4 Effective Date, substantially in the form of Exhibit B, with appropriate insertions and attachments. (h) The Administrative Agent shall have received a certificate of a financial officer of the Borrower, dated the Amendment No. 4 Effective Date, certifying that the Borrower is in pro forma compliance with the financial covenants in Section 7.1 (after giving effect to incurrence of the transactions contemplated herebyTerm Loan Increase and the repayment of the Second Lien Obligations (other than any contingent or indemnification obligations not then asserted or due)) and attaching supporting materials and calculations. (i) The Administrative Agent shall have received an irrevocable notice of borrowing in accordance with Section 1(a) hereof and each of the conditions precedent set forth in Sections 5.2(a) and (b) of the Credit Agreement shall have been satisfied. (j) All of the conditions precedent set forth in Section 2.25 of the Credit Agreement with respect to the Term Loan Increase effected hereby shall have been satisfied.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become not be --------------------------- effective as until all proceedings of the Consolidated Amendment Date (as defined below)) is subject Borrower taken in connection herewith and the transactions contemplated hereby shall be satisfactory in form and substance to the satisfaction Agent and Required Lenders, and each of the following conditions precedentprecedent shall have been satisfied: (ia) The Agent has received counterparts of this Amendment executed by the Borrower and Required Lenders and counterparts of the Consent appended hereto (the "Consent") executed by each of the Guarantors and Grantors (as defined in the Security Agreement) listed therein (such Guarantors and Grantors, together with the Borrower, each a "Loan Party" and, collectively, the "Loan Parties"); (b) The Agent shall have received counterparts for the account of the Lenders the fee described in Section 3 above. (c) All fees and expenses, including legal and other professional fees and expenses incurred, payable on or prior to the date of this Second Amendment thatto Agent, when taken togetherincluding, bear without limitation, the signatures fees and expenses of its counsel, shall have been paid to the extent that same had been billed prior to the date of this Amendment; and (d) Agent and each Lender shall have received each of the Obligors, the Agent and the Required Lenders;following: (ii1) prior a certificate of the Borrower certifying (i) as to and the accuracy, after giving effect to this Second Amendment, of the representations and warranties set forth in Article V of the Credit Agreement, the other Loan Documents and in this Amendment, and (Aii) that there shall exist exists no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents shall be true and correct in all material respects with the same Default, after giving effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed execution, delivery and performance of this Amendment will not cause a Default or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective DateEvent of Default; and (vi2) the Agent shall have received such additional other documents, instruments instruments, and information certificates, as the Agent may reasonably request to effect or Required Lenders shall deem necessary or appropriate in connection with this Amendment and the transactions contemplated hereby, including without limitation copies of resolutions of the board of directors of the Borrower authorizing the transactions contemplated by this Amendment.

Conditions to Effectiveness. The effectiveness This Amendment shall be a legal, valid and binding agreement against the parties hereto upon the due execution and delivery of this Second Amendment by the Majority Banks, the Agent, the Borrowers’ Agent and the Borrowers and, as such, no signatory hereto shall be permitted to unilaterally rescind or revoke its signature hereto or otherwise contest the validity or enforceability of this Amendment as against such Person (other than except as specifically provided in the amendments following provisions of this Section 4). Except as set forth in Section 2.5 and with respect to the Credit Agreement amendment set forth in Section 3.6, the Consents and the other amendments set forth in Section 3 hereof, which shall become effective as be deemed void ab initio and shall cease to have any force or effect if any of the Consolidated Amendment Date (as defined below)) is subject to conditions set forth in this Section 4 are not satisfied by the satisfaction earlier of the following conditions precedent: (i) the Agent shall have received counterparts of this Second Amendment that, when taken together, bear the signatures consummation of the ObligorsNDEx Acquisition and September 30, 2008 (unless any such conditions are waived in writing by the Agent and the Required Lenders;Majority Banks) . (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no 4.1 No Default or Event of Default shall have occurred and (B) all representations and warranties be continuing on the date of consummation of the Obligors contained herein or NDEx Acquisition. 4.2 The Borrowers’ Agent shall have delivered to the Agent a certificate calculating the Senior Leverage Ratio reflecting on a pro forma basis the NDEx Acquisition (for this purpose, using the amount in the other Credit Documents 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 clause (a) of the Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects definition of Senior Leverage Ratio calculated as of the date when made;of consummation of the NDEx Acquisition and using Pro Forma EBITDA after giving effect to the amendment in Section 3.2(d) above), which Senior Leverage Ratio shall be less than the maximum allowed Senior Leverage Ratio as of such date less 0.25. (iii) the 4.3 The Agent shall have received an executed copy copies or a final draft of the merger NDEx Purchase Agreement and each other material document, instrument and agreement pursuant to which executed in connection with the PAMT Merger will be consummatedNDEx Acquisition (the “NDEx Acquisition Documents”), together with all scheduleslien search reports for THP, exhibits THP LP, NDEx Holdings, NDEx Management and annexes theretoeach NDEx Subsidiary and lien release letters and other documents as the Agent may reasonably require to evidence the termination of Liens on the businesses to be acquired (other than Liens permitted under Section 6.14 of the Credit Agreement). 4.4 The Agent shall have received a consent in favor of the Agent and the Banks to the collateral assignment of rights and indemnities under the NDEx Acquisition Documents and (if delivered to the Borrowers) opinions of counsel for the selling parties in favor of the Agent and the Banks. 4.5 ▇▇▇▇▇ shall have received net proceeds of not less than $60,000,0000 from a private placement or other issuance of its Equity Interests and the total of (i) the net proceeds from such issuance and (ii) the Equity Interests in ▇▇▇▇▇ used to fund the NDEx Acquisition shall not be less than $75,000,000. 4.6 The closing of the NDEx Acquisition shall occur not later than September 30, each 2008 and the Borrowers shall have Availability of which not less than $10,000,000 as of such date. 4.7 The members of APC shall be have entered into APC LLC Amendment No. 4 in substantially the form of Exhibit B hereto or with such changes as are reasonably satisfactory in substance and form acceptable to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet duly executed copy of PAMTAPC LLC Amendment No. 4. (i) ▇▇▇▇▇ APC shall have executed and delivered to the Agent the Pledge Agreement Amendment, (ii) APC shall have executed and delivered to the Agent the Security Agreement Amendment, and (iii) the members of APC shall have executed and delivered to the Agent the APC Side Letter Amendment. 4.9 The Equity Interests owned by APC in THP, THP LP, NDEx Management, and NDEx Holdings shall have been pledged to the Agent pursuant to a Pledge Agreement and certificates representing such Equity Interests shall have been delivered to the Agent, together with duly executed instruments of transfer or assignment in blank, each in form and substance reasonably satisfactory to the Agent. 4.10 The Equity Interests owned by THP, THP LP, NDEx Management or NDEx Holdings in any NDEx Subsidiary shall have been pledged to the Agent pursuant to a Pledge Agreement and certificates representing such Equity Interests shall have been delivered to the Agent, together with duly executed instruments of transfer or assignment in blank, each in form and substance reasonably satisfactory to the Agent. 4.11 The Agent shall have received a copy of the Bylaws of THP, the Limited Partnership Agreement of NDEx Holdings and THP LP, the Bylaws of NDEx Management and the comparable organizational documents of each NDEx Subsidiary, each in form and substance reasonably satisfactory to the Agent, certified as true and accurate by the secretary (or other duly authorized officer of the applicable Person) of THP, THP LP, NDEx Holdings, NDEx Management or such NDEx Subsidiary, as applicable. 4.12 THP, THP LP, NDEx Holdings, NDEx Management and each NDEx Subsidiary shall execute and delivery to the Agent (i) a joinder agreement in the form attached hereto as Exhibit F (the “Joinder Agreement (Credit Agreement)”) in order to become obligated to repay the Loans and the other amounts payable under the Loan Documents and (ii) a joinder agreement in the form attached hereto as Exhibit G (the “Joinder Agreement (Security Agreement)”) in order to grant to the Agent a first priority security interest subject no other Liens, except for Liens permitted pursuant to Section 6.14 of the Credit Agreement, in the assets of such Person. 4.13 The Agent shall have received certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 4.14 The Agent shall have received for itself and for the ratable benefit of the Banks the fees set forth in a separate fee letter dated as of July 25, 2008 between the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Borrowers’ Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated hereby.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date (as defined below)) is subject to only upon the satisfaction in full of the following conditions precedent: (ia) the Agent shall have received counterparts of this Second Amendment thathereof, when taken together, bear duly executed and delivered by all the signatures of the Obligors, the Agent and the Required Lendersparties hereto; (iib) prior to Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and after giving the SWIMS Subordinated Note, each of which shall be in full force and effect to substantially concurrently with the effectiveness of this Second Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (Ac) there shall exist no Default or Event of Default shall have occurred and be continuing on the date hereof; (Bd) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties of made by the Obligors contained herein or Loan Parties in the this Amendment and/or in any other Credit Documents Loan Document 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 Second Amendment Effective Date, date hereof except (i) to the extent that any such representations and warranties expressly relate representation or warranty relates to an earlier specified a specific date, in which case such representations representation and warranties warranty shall have been be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the date when madetext thereof; (iii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (Cg) all reasonable and documented fees and out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the Second Amendment Effective Dateextent such fees and expenses have been invoiced to Borrowers; and (vih) the Agent shall have received such additional documentsa fully executed copy of an amendment to the ABL Credit Agreement, instruments dated the date hereof, among the Borrowers, the Guarantors, the Parent and information ▇▇▇▇▇ Fargo Bank, National Association as the Agent may sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably request satisfactory to effect the transactions contemplated herebyAgent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect.

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than the consents and amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date (as defined below)) herein is subject to the satisfaction of the following conditions precedent:(the date upon which such conditions are satisfied being called the "Effective Date"): (i) the Agent 4.1. The undersigned shall have received counterparts of to this Second Amendment that, when taken together, bear letter executed by the signatures Company; 4.2. The undersigned shall have received a Guarantee Agreement (the "Guarantee") in favor of the Obligorsholders of the Notes, in form and substance satisfactory to the undersigned, duly executed by each Subsidiary that is executing a guarantee pursuant to the Credit Agreement referred to below (collectively, the Agent "Guarantors"), and the Required LendersGuarantee shall be in full force and effect; 4.3. The undersigned shall have received a favorable opinion of Lath▇▇ & Watk▇▇▇, ▇▇ecial counsel to the Guarantors, in form and substance satisfactory to the undersigned, as to the Guarantee; 4.4. The undersigned shall have received a copy of the Credit Agreement among the Company, the First National Bank of Chicago, NBD Bank, N.A. and the other parties thereto (ii) prior the "Credit Agreement"), in form and substance satisfactory to the undersigned, duly executed by each party thereto, and the Credit Agreement shall be in full force and effect; 4.5. The holders of the Notes and the lenders that are parties to the Credit Agreement shall have entered into an Intercreditor Agreement, in form and substance satisfactory to the undersigned, and such Intercreditor Agreement shall be in full force and effect; 4.6. The undersigned shall have received copies of duly executed agreements, in substance identical to this letter agreement, from holders of the Notes that together with the undersigned would constitute the Required Holders, and all conditions to the effectiveness of such agreements shall have been satisfied. 4.7. The representations and warranties of the Company contained in Section 3 hereof and of the Guarantors in the Guarantee shall be true on and as of the Effective Date, after giving effect to the amendments and other transactions contemplated by this Agreement; and after giving effect to this Second Amendment, (A) such amendments and other transactions there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents Default. 4.8. The Company 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 Second Amendment Effective Date, except have paid to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received undersigned a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated hereby$17,143 amendment fee.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date date first written above (as defined below)the “Effective Date”) is subject to upon the satisfaction of the following conditions precedentbelow: (ia) the Agent shall have received counterparts of this Second Amendment that, when taken together, bear shall have been executed and delivered by the signatures of the ObligorsCredit Parties, the Agent and the Required Lenders; (b) Borrower shall have delivered to Agent and the Lenders (i) the Term Sheet for Fifth Amendment Equity Issuance and (ii) the Preferred Stock Purchase Agreement for Fifth Amendment Equity Issuance and the material related documents relating thereto; (c) the Borrower shall have paid the legal fees and expenses of C▇▇▇▇▇▇ and C▇▇▇▇▇ LLP, counsel for the Required Lenders, incurred in connection with the preparation, negotiation, execution and delivery of this Amendment and other services rendered in connection with the Loan Agreement prior to and after giving effect to this Second Amendment, the date hereof; (Ad) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate invoiced prior to an earlier specified dateexecution of this Amendment, in which case such representations and warranties the Borrower shall have been true paid the legal fees and correct expenses of Holland & Knight LLP, counsel for the Agent, incurred in all material respects as connection with the preparation, negotiation, execution and delivery of this Amendment and other services rendered in connection with the Loan Agreement prior to the date when made;hereof; and (iiie) the Agent Holdings shall have received an executed copy gross cash proceeds from the initial tranche of the merger agreement pursuant Fifth Amendment Equity Issuance in the aggregate amount of $3,500,000, which proceeds Holdings shall promptly contribute to which the PAMT Merger will be consummatedBorrower. (f) Holdings shall have issued to the Lenders, together with all scheduleson or about the date of this Amendment, exhibits and annexes thereto, each p▇▇▇▇ warrants exercisable to purchase 330,000 shares of Holdings’ common stock (of which 200,000 shall be reasonably satisfactory in substance issued to BP Holdings XVII LP and form 130,000 shall be issued to the AgentEnergy Impact Credit Fund I LP and Energy Impact Credit Fund II LP), certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent which p▇▇▇▇ warrants shall have received a pro forma balance sheet of PAMT, be in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated hereby.. The Lenders hereby agree that

Conditions to Effectiveness. The effectiveness of Lender will have no obligation under this Second Amendment (Agreement or any other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date (as defined below)) is subject to the satisfaction Loan Document until each of the following conditions precedent: is satisfied (ior waived in accordance with Section 8.02) the Agent shall have received counterparts of this Second Amendment that, when taken together, bear the signatures of the Obligors, the Agent and the Required Lenders; (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Date, except to the extent that Lender has agreed to accept satisfaction of such representations conditions as set forth in the Post-Closing Agreement between Lender and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects Borrower dated as of the date when madehereof: (a) Lender has received all fees and other amounts due and payable on or prior to the date hereof, including the fees and amounts for reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by Borrower pursuant to this Agreement, under any other Loan Document, or any other agreement with Lender. (b) Borrower has delivered to Lender duly executed counterparts of the following, each in form and substance acceptable to Lender in all respects: (1) this Master Agreement; (iii2) the Agent shall have received an executed copy of First Supplement, along with all Notes and other documents, instruments and agreements required thereunder; (3) the merger agreement pursuant to which Second Supplement, along with all Notes and other documents, instruments and agreements required thereunder; (4) the PAMT Merger will be consummatedSecurity Agreement, together with all schedules, exhibits UCC-1 financing statements and annexes thereto, each other applicable documents under the laws of which shall be reasonably satisfactory in substance and form the jurisdictions with respect to the Agentperfection of the Liens granted under the Security Agreement in order to perfect such Liens, duly authorized for filing by Borrower; (5) all Control Agreements required under Section 6.13, if any; (6) the Mortgage, fully notarized, together with evidence that it has been recorded (or will be recorded with assurance from the Title Company that it will provide affirmative coverage from the date hereof) in all places to the extent necessary or desirable, in the judgment of Lender, to create in favor of Lender a valid and enforceable first priority Lien (subject to Permitted Encumbrances) on the fee simple estate (or leasehold or other interest if agreeable to Lender) of the Real Estate, together with UCC fixture financing statements, as applicable; (7) such additional Collateral Assignments of Material Contracts as Lender may require, together with copies of such Material Contracts, certified by an Authorized a Responsible Officer of the Borrower as being true, correct and complete and in full force and effect, and not subject to a default by any party thereto; along with the written consent thereto by all counterparties to such Material Contracts; and (8) the Post-Closing Agreement. (c) Lender has received as of the Closing Date (or such other date specified in this Section 2.01(c)) the following, each in form and substance acceptable to Lender in all respects: (1) a commitment from the Title Company to issue a title insurance policy assuring Lender that the Mortgage creates a valid and enforceable encumbrance on the Real Estate, free and clear of all defects and encumbrances except Permitted Encumbrances; (iv2) copies of favorable UCC, tax, judgment, bankruptcy and fixture lien search reports (or other evidence of the Agent shall have received same satisfactory to Lender) in all necessary or appropriate jurisdictions and under all legal and trade names of Borrower and all other parties requested by Lender, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and Liens to be released on the Closing Date; (3) duly executed lease subordination agreements, landlord waivers and/or warehouseman, or bailee agreements with respect to all inventory of Borrower located at leased locations and all other locations not owned by Borrower in fee simple, if any, along with a pro forma balance sheet certified copy of PAMTall Real Estate leases of Borrower, including a Landlord Estoppel Waiver and Consent, if any; (4) certified copies of the articles of organization or other charter documents of Borrower, together with certificates of good standing or existence, as are available from the Secretary of State (or other applicable Governmental Authority) of the jurisdiction of organization of Borrower and each other jurisdiction where Borrower is required to be qualified to do business as a foreign entity; (5) a certificate, dated as of the date hereof and signed by an appropriate Responsible Officer, attaching and certifying copies of the bylaws or similar documents, and appropriate resolutions authorizing or ratifying, as applicable, the execution, delivery and performance of the Loan Documents and certifying the name, title and the signature of each officer executing the Loan Documents; (6) one or more favorable written opinions of counsel to Borrower, addressed to Lender, addressing the matters set forth on Exhibit 2.01(c)(6); (7) certificates of insurance, in form and substance acceptable to Lender, describing the types and amounts of insurance (property and liability) carried by Borrower, in each case insuring Lender as a first mortgagee under a standard mortgagee clause, and naming Lender as lender loss payee or additional insured, as the case may be, and which include a stipulation that coverages will not be cancelled or diminished without at least 30 days’ prior written notice to Lender, together with a lender’s loss payable endorsement; (8) copies of duly executed payoff letters, in form and substance satisfactory to Lender, executed by each existing lender, if any, together with (a) UCC-3 or other appropriate termination statements, in form and substance satisfactory to Lender, releasing all liens of the Agent existing lenders upon any of the personal property of Borrower, (b) cancellations and releases, in form and substance satisfactory to Lender, releasing all liens of the Required Lendersexisting lenders upon any of the Real Estate, and (c) any other releases, terminations or other documents reasonably required by Lender to evidence the payoff of Indebtedness owed to existing lenders; (v9) the Agent shall have received (A) for the benefit certified copies of the Lendersall material consents, the fees permits, approvals, authorizations, registrations and filings and orders required or advisable to be paid made or obtained under any requirement of law or by the Borrower pursuant to Section 6 below, (B) for the benefit any material contractual obligation of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparationoperation of Borrower’s business, negotiation including the production of ethanol and effectiveness by-products thereof, certified by a Responsible Officer or appropriate official of this Second Amendment the applicable Governmental Authority, as the case may be, as being in full force and the other documents being executed or delivered in connection herewitheffect, and not being subject to any condition precedent; (D10) any other amounts due copies of all Phase I Environmental Site Assessment Reports on all of the Real Estate, along with such further environmental review and payable audit reports as Lender requests (which may include Phase II reports), and letters by the Borrower hereunder or under the Credit Agreement firms preparing such environmental reports authorizing Lender to rely on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated hereby.reports;

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective on and as of the Consolidated Amendment Date (as defined below)) is subject to the satisfaction date when each of the following conditions precedent: (i) the Agent precedent shall have received counterparts of this Second been satisfied in a manner satisfactory to Administrative Agent (the first date upon which all such conditions have been satisfied being herein called the “Amendment that, when taken together, bear the signatures of the Obligors, the Agent and the Required Lenders;Effective Date”): (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all 2.1 All representations and warranties of the Obligors contained Credit Parties set forth herein or in the other Credit Documents 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the Amendment Effective Date as if made on such date when made;(it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date). (iii) 2.2 No Default or Event of Default shall exist or would result from the execution and delivery of this Amendment. 2.3 The Administrative Agent shall have received an executed copy counterparts of this Amendment from the Administrative Agent, Lenders having Total Revolving Loan Commitments of $315,000,000, U.S. Commitments of $300,000,000 and Canadian Commitments of $15,000,000, and each of the merger agreement Credit Parties. 2.4 Since the date of the most recent audited annual consolidated financial statements of Holdings delivered to the Administrative Agent pursuant to which Section 9.01(b) of the PAMT Merger will Credit Agreement, there has not been any event, development, change or circumstance that has had, or could reasonably be consummatedexpected to have, together either individually or in the aggregate, a Material Adverse Effect. 2.5 The Administrative Agent shall have received in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, all financial and other reports required to date under the Credit Agreement. 2.6 The Administrative Agent shall be satisfied, in its reasonable judgment, with the results of its due diligence in connection with this Amendment, including without limitation, the field exams. 2.7 The Administrative Agent shall have received all schedulesnecessary consents and/or amendments (if any) to consummate the transactions contemplated hereby under and pursuant to the Existing Senior Subordinated Notes Documents, exhibits any Additional Senior Subordinated Notes Documents, the Senior Secured Notes Documents and annexes theretoany Additional Senior Secured Notes Documents. 2.8 The Administrative Agent shall have received a certificate in form and substance reasonably satisfactory to the Administrative Agent, dated the Amendment Effective Date and signed on behalf of the Company by the chairman of the board, the chief executive officer, the president or any vice president of Company, certifying on behalf of Company and the Credit Parties that the conditions in Sections 2.1, 2.2 and 2.4 of this Amendment have been satisfied on the Amendment Effective Date. 2.9 The Administrative Agent shall have received from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Credit Parties, an opinion (or, as it relates to the Delaware UCC, advice) addressed to the Administrative Agent, the Collateral Agent and each of which shall be the Lenders and dated the Amendment Effective Date in form and substance reasonably satisfactory in substance and form to the Administrative Agent. 2.10 The Administrative Agent shall have received a certificate from each U.S. Credit Party and Canadian Credit Party, dated the Amendment Effective Date, signed by the secretary or assistant secretary of such Credit Party, and attested to by any president, vice president (other than a vice president that signed such certificate), secretary or any assistant secretary of such Credit Party, in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) copies of the certificates or articles of incorporation or certificates or articles of formation of such Credit Party (in the case of each U.S. Credit Party, certified by an Authorized Officer the secretary of state of the Borrower state of such Credit Party’s organization), certified as being true, correct and complete copies thereof as in effect as of the Amendment Effective Date (with no pending action having been taken to amend, rescind or terminate any of the foregoing), (ii) by-laws (or other equivalent organizational documents), as applicable, of such Credit Party, as being true, correct and complete copies thereof as in full force effect as of the Amendment Effective Date (with no pending action having been taken to amend, rescind or terminate any of the foregoing), (iii) the resolutions of the board of directors, members, managers, partners, or similar party, as applicable, of such Credit Party authorizing its execution, delivery and effect; performance of this Amendment, as being true, correct and complete copies thereof as in effect as of the Amendment Effective Date (with no pending action having been taken to amend, rescind or terminate any of the foregoing), (iv) good standing certificates, or the equivalent, of such Credit Party, certified by the secretary of state of the jurisdiction of organization of such Credit Party, and (v) the names, signatures and incumbency of the Persons authorized to execute and deliver this Amendment and the other instruments, documents and agreements relating thereto. 2.11 The Borrowers shall have paid and the Administrative Agent shall have received a pro forma balance sheet all fees due and payable pursuant to that certain fee letter agreement dated as of PAMTApril 19, in form 2012 among the Company, Holdings, the Administrative Agent, and substance satisfactory the Lead Arranger (including the payment of the up-front fees payable to the Agent Lenders thereunder), together with all accrued and the Required Lenders; (v) the Agent shall have received (A) for the benefit unpaid interest, Letter of the Lenders, the Credit Fees and unused line fees required to be paid by the Borrower pursuant to Section 6 below, (B4.01(a) for of the benefit Credit Agreement as of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be Amendment Effective Date. 2.12 The Credit Parties shall have paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger Administrative Agent and the Borrower, each Lender (Ca) all reasonable and documented out-of-pocket costs and expenses (including reasonable fees and disbursements expenses of a single counsel and (if reasonably deemed necessary or appropriate by the Administrative Agent and Lead Arranger) of any special or local counsel for the Administrative Agent or Lead Arranger in connection therewith; provided that, with respect to special and/or local counsel, the Credit Parties shall only be required to reimburse the Administrative Agent and Lead Arranger for the reasonable fees and expenses of a single firm in each relevant jurisdiction), including reasonable costs and expenses (x) of the Administrative Agent’s and Lead Arranger’s due diligence, including field examinations and/or inventory appraisals performed by third parties (including along with such other reasonable costs as the Administrative Agent or Lead Arranger may incur with respect to any due diligence activities) and (y) the Administrative Agent’s and Lead Arranger’s negotiating, preparing and executing all documentation relating to this Amendment and the Credit Agreement, (b) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and Lead Arranger in connection with the preparation, negotiation and effectiveness syndication of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or (as amended by this Amendment) and (c) the Administrative Agent’s standard charges for field examinations, including a per diem field examiner charge and reasonable out-of-pocket expenses, in each case subject to Section 13.01(a) of the Credit Agreement, to the extent then invoiced, with such invoices provided to the Company at least one Business Day prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebyin each case, in immediately available funds.

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date (as defined below)) is subject to the satisfaction of the following conditions precedent: (ia) Before and after giving effect to the Fourth Additional Loan, and to the application of the proceeds therefrom, the representations and warranties contained herein, in the Credit Agreement and the other Loan Documents shall be true and correct on and as of the date hereof, as though made on and as of such date, except that any such representations and warranties that expressly relate to a specific date shall be true and correct on and as of such date; and no event shall have occurred or would result from the making of the Fourth Additional Loan or from the application of the proceeds therefrom that would constitute an Event of Default or a Default; and (b) The Administrative Agent shall have received on or before the date hereof, each in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Second Amendment that, when taken together, which bear the signatures of the ObligorsBorrower, the Agent Agents and the Required Lenders; (ii) prior to and after giving effect to this Second Amendment, an executed Note evidencing the Fourth Additional Loan (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made“Fourth Additional Loan Note”); (iii) counterparts of that certain Consent Agreement, dated as of June 25, 2007, executed in connection with the Agent shall have received an executed copy Intercreditor Agreement, which bears the signatures of the merger agreement pursuant to which Senior Term Loan Agents, the PAMT Merger will be consummatedSenior Agents, together the Agents, the Subordinating Reimbursement Creditor (as defined in the Intercreditor Agreement), and the Borrower; (iv) a certificate of status with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form respect to the AgentBorrower, certified by an Authorized Officer dated within 30 days of the date hereof, issued by the appropriate officer of the jurisdiction of incorporation of the Borrower, indicating that such Borrower is in good standing in such jurisdiction; (v) a certificate of an authorized officer of the Borrower, dated as of the date hereof, certifying (A) that the Articles of Incorporation and Bylaws of such Borrower have not been amended or otherwise modified since the Closing Date and that the copies thereof previously delivered to the Lenders are true, correct and complete, and (B) as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet copies attached to such certificate of PAMTthe resolutions of the Board of Directors of the Borrower approving this Amendment, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment Credit Agreement and the other documents being executed or delivered in connection herewithLoan Documents, and (D) any other amounts due and payable as amended by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Datethis Amendment; and (vi) a certificate of a duly authorized officer of the Agent shall have received such additional documentsBorrower, instruments dated as of the date hereof, certifying the names and information as true signatures of the Agent may reasonably request officers of the Borrower authorized to effect sign this Amendment and the transactions contemplated herebyFourth Additional Loan Note.

Conditions to Effectiveness. The effectiveness of this This Second Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date (as defined below)) is subject to only upon the satisfaction or waiver of all of the following conditions precedent: (iA) the The parties hereto shall have duly executed and delivered this Second Amendment. (B) The Administrative Agent shall have received counterparts of this Second Amendment that, when taken together, bear the signatures a certificate of the Obligors, the Agent and the Required Lenders; (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default Secretary or Event of Default and (B) all representations and warranties Assistant Secretary of the Obligors contained herein or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and Fund dated as of the Second Amendment Effective Date, except certifying (i) that attached thereto are true and complete copies of the resolutions of the board of trustees of the Fund authorizing the execution, delivery and performance by the Fund of this Second Amendment and borrowing under the Agreement as amended hereby, (ii) that said resolutions are all of the resolutions adopted by the board of trustees of the Fund in connection with the transactions contemplated hereby and are in full force and effect without modification as of such date, (iii) that the Fund's By-laws either are attached to such certificate, or to the extent not attached have not been amended since the Closing Date, (iv) that its charter or certificate, as the case may be, either is attached to such representations certificate or to the extent not attached has not been amended since the Closing Date, and warranties expressly relate (v) as to an earlier specified date, in the incumbency and signatures of each of its officers executing this Second Amendment and any other documents to which case such representations and warranties shall have been true and correct in all material respects as of the date when made;it is a party. (iiiC) the The Administrative Agent shall have received an executed copy of from the merger agreement pursuant Borrowers the fees and expense reimbursements referred to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect;under Section 6 hereof. (ivD) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the The Administrative Agent shall have received (Ai) for a duly executed Designation of New Borrowers in the benefit form of Exhibit 9.16(a) of the LendersAgreement (with a copy of the Agreement attached thereto) with respect to the addition of: ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Global Blue Chip Fund ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Emerging Markets Bond Fund ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Large Cap Portfolio A ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Large Cap Portfolio B ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Large Cap Portfolio C ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Large Cap Qualified Portfolio (collectively, the fees required "ADDITIONAL BORROWERS"); (ii) with a copy for each Lender, true and correct copies, certified as to be paid authenticity by the Borrower pursuant Fund, of each Additional Borrower's most recent: prospectus; Administration Agreement; Custody Agreement; Distribution Agreement; registration statement; annual and semi-annual financial reports; debt instruments, security agreements and other material contracts to Section 6 below, which it is a party; and publicly available financial information (Bwhich includes a list of portfolio securities); (iii) for the benefit Investment Advisory Agreement of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant NAIT with respect to the Second Amendment Fee Letter, dated as series of August 5, 2013, among NAIT in which the Agent, the Lead Arranger assets of each Additional Borrower (other than ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Global Blue Chip Fund and the Borrower, ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Emerging Markets Bond Fund) are invested; and (Civ) all documented out-of-pocket expenses (including reasonable fees and disbursements an executed legal opinion of counsel to the AgentFund and each Additional Borrower substantially in the form of Exhibit 4.1(h) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; andAgreement. (viE) the The Administrative Agent shall have received such additional other documents, instruments and information opinions, approvals or appraisals as the Administrative Agent may reasonably request to effect the transactions contemplated herebyrequest.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of on the Consolidated Amendment Date date (as defined below)the “Effective Date”) is subject to the satisfaction on which each of the following conditions precedentshall have occurred and the Administrative Agent shall have received evidence reasonably satisfactory to it of such occurrence: (i) the Agent this Amendment shall have received counterparts of this Second Amendment that, when taken together, bear been executed by the signatures of the ObligorsBorrower, the Agent Guarantors, the Required First Priority Participant Lenders, the Required Total Participant Lenders and the Required Lenders; (ii) immediately prior to and after giving effect to the effectiveness of this Second Amendment, (A) there shall exist no Default or Event of Default and (Bother than a Specified Default) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true occurred and correct in all material respects as of the date when madebe continuing; (iiia) the Agent Borrower and GM shall have received irrevocably executed and delivered an executed copy of amendment to the merger agreement pursuant to GM-Delphi Agreement that extends the date by which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which Bankruptcy Court shall be reasonably satisfactory in substance and form have held a hearing to approve the modifications to the AgentExisting Reorganization Plan (such modifications shall provide for, certified by an Authorized Officer among other things, the sale of certain assets of the Borrower and its Subsidiaries) from 8:00 p.m. (New York City time) on July 29, 2009 to no earlier than 8:00 p.m. (New York City time) on July 30, 2009, as being trueset forth in both the definition of “Sale Order Condition” and Section 4.04(d)(iv) of the GM-Delphi Agreement, correct and complete and in full force and effect; (ivb) the Agent such amendment shall have received a pro forma balance sheet of PAMT, become fully effective and (c) such amendment shall be in form and substance satisfactory to the Agent and the Required Lenders;Administrative Agent; and (viv) the Agent Borrower shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket invoiced expenses (including reasonable the fees and disbursements expenses of counsel to the Administrative Agent) of the Administrative Agent incurred in connection with the preparation, negotiation and effectiveness execution of this Second Amendment and other matters relating to the other documents being executed or delivered Loan Documents in connection herewithaccordance with Section 10.05 of the Credit Agreement, and all invoiced expenses of the Lenders payable pursuant to any expense side letters entered into with the Borrower (D) any other amounts due and payable as such expense side letters are amended, supplemented or modified), to the extent such side letters have been approved by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebyBankruptcy Court.

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date (as defined below)) is subject to the satisfaction of the following conditions precedentprecedent in a manner satisfactory to Lender, unless specifically waived in writing by Lender: (ia) the Agent Lender shall have received counterparts of this Second Amendment that, when taken together, bear the signatures each of the Obligors, the Agent and the Required Lenders; (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes theretofollowing, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to Lender, in its sole discretion, and, where applicable, each duly executed by each party thereto, other than Lender: (i) This Amendment, duly executed by Lender, together with the Agent relevant Consent, Ratification, and Amendment, respectively duly executed by Sepco Industries, AUGUST 1999 AMENDMENT TO LOAN AND SECURITY AGREEMENT - Page 2 ---------------------------------------------------- 3 Inc., Bayou Pumps, Inc., American MRO, Inc., DXP Acquisition, Inc. d/b/a Strategic Acquisition, Inc. and DXP Enterprises, Inc.; and (ii) All other documents Lender may request with respect to any matter relevant to this Amendment or the Required Lenderstransactions contemplated hereby; (vb) The representations and warranties contained herein and in the Agent Loan Agreement and the other Loan Documents, as each is amended hereby, shall be true and correct as of the date hereof, as if made on the date hereof; (c) No Default or Event of Default shall have received occurred and be continuing, unless such Default or Event of Default has been otherwise specifically waived in writing by Lender; and (Ad) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) All corporate proceedings taken in connection with the preparation, negotiation and effectiveness of transactions contemplated by this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional all documents, instruments and information as the Agent may reasonably request other legal matters incident thereto shall be satisfactory to effect the transactions contemplated herebyLender and its legal counsel.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of only upon the Consolidated Amendment Date (as defined below)) is subject satisfaction in full, in a manner satisfactory to the satisfaction Agent, of the following conditions precedentprecedent (the first date upon which all such conditions have been satisfied being herein called the “Effective Date”): (a) Agent shall have received the following documents or items, each in form and substance satisfactory to Agent and its legal counsel: (i) the Agent shall have received counterparts of this Second Amendment thatduly executed by Borrower, when taken together, bear the signatures of the Obligors, the Agent Lenders and the Required LendersAgent; (ii) prior a certificate certified by the Secretary of Borrower dated as of the date hereof including (A) all amendments (if any) to its certificate of formation, operating agreement, or other organizational documents entered into since the date of the Credit Agreement, (B) the names of the officers of Borrower authorized to sign this Amendment and after the Other Documents to which Borrower is or will be a party to, together with specimen signatures of such officers and (C) evidence that Borrower’s Board of Directors has by unanimous written consent adopted resolutions which authorize the execution, delivery and performance by Borrower of this Amendment; (iii) a fully-executed copy of that certain (A) First Supplemental Indenture by and between Borrower and the Indenture Trustee dated as of the date of this Amendment and (B) First Amendment to Intercreditor Agreement by and among Borrower, Agent, and the Collateral Trustee dated as of the date of this Amendment; (iv) an amendment fee due and payable by Borrower in the amount of $50,000, which fee shall be deemed fully earned and non-refundable upon the execution of this Amendment by Borrower; (v) evidence that all other fees and expenses due and owing by Borrower to Agent and Lenders shall have been paid in full; and (vi) all other documents Agent may reasonably request with respect to any matter relevant to this Amendment or the transactions contemplated hereby. (b) After giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all the representations and warranties of the Obligors contained herein or and in the other Credit Documents Agreement and the Other Documents, 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 Second Amendment Effective Datedate hereof, as if made on the date hereof, except to the extent that such representations and warranties expressly relate solely to an earlier specified date, date (in which case such representations and warranties shall have been true and correct in all material respects complete on and as of the date when madesuch earlier date); (iiic) No Default or Event of Default shall have occurred and be continuing; (d) Each document (including any Uniform Commercial Code financing statement) required by the Credit Agreement, any related agreement or under law or reasonably requested by the Agent to be filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and Agent shall have received an executed copy acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the merger agreement pursuant to which payment of any necessary fee, tax or expense relating thereto; and (e) All corporate proceedings taken by Borrower in connection with the PAMT Merger will be consummatedtransactions contemplated by this Amendment and all documents, together with all schedules, exhibits instruments and annexes thereto, each of which other legal matters incident thereto shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebyits legal counsel.

Conditions to Effectiveness. The effectiveness This Amendment shall not --------------------------- become effective unless on or before July 15, 1998 each of the following shall have occurred: (a) this Second Amendment (other than shall have been executed by the amendments Borrower, the Loan Agent, the Documentation Agent, the Co-Agents, the Issuing Lender, each of the Lenders currently party to the Credit Agreement set forth in Section 3 hereofAgreement, which shall become effective GECC and each additional Lender being added as of the Consolidated Amendment Date (as defined below)) is subject to the satisfaction of the following conditions precedent: (i) the Agent shall have received counterparts of this Second Amendment that, when taken together, bear the signatures of the Obligors, the Agent and the Required Lendersa Liquidity Lender; (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iiib) the Loan Agent shall have received an executed copy of the merger agreement pursuant to which Intercreditor Agreement in the PAMT Merger will be consummatedform attached hereto as Exhibit I, together with all schedules, exhibits and annexes duly --------- executed by the parties thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (ivc) the Loan Agent shall have received an executed copy of the First Amendment and Consent to the Amended Facilities Agreement in the form attached hereto as Exhibit J, duly executed by the parties thereto; ---------- (d) the Loan Agent shall have received a pro forma balance sheet duly executed original Liquidity Notes in the form attached hereto as Exhibit A-4; ----------- (e) the Loan Agent shall have received an executed copy of PAMT, Amendment No. 2 to Master Lease Agreement No. 2 in form and substance satisfactory acceptable to the Loan Agent and the Required Lenders duly executed by the Borrower and the 1996 Lease Loan Agent as consented to by each of the 1996 Lease Lenders; (vf) the Agent Borrower shall have received paid (Ai) for the benefit of the Lenders, the all fees required to be paid by to the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower Loan Agent pursuant to the Second Amendment Fee Letter, dated as terms of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Confidential Agreement on or prior to the Second effectiveness hereof and (ii) all fees required to be paid to GECC on the Restructuring Effective Date pursuant to the terms of its fee agreement with the Borrower of even date herewith; (g) the Borrower shall have reimbursed the Loan Agent for all fees and expenses of counsel, financial advisors and other professionals; (h) the corporate structure of and the Persons which are Subsidiaries of the Borrower shall be acceptable to the Liquidity Lenders; (i) the Loan Agent shall have received an executed copy of the Confidential Agreement in form and substance acceptable to the Loan Agent and (i) the Lenders with respect to the provisions thereof regarding fees and (ii) the Liquidity Lenders with respect to the provisions thereof regarding the Budget; (j) the Loan Agent shall have received a certificate or certificates of the Secretary or Assistant Secretary of the Borrower and each of its Subsidiaries certifying: (i) a copy of the Certificate or Articles of Incorporation of such entity, as theretofore amended; (ii) a copy of the bylaws of such entity, as theretofore amended; (iii) copies of all corporate action taken by such entity, including resolutions of its board of directors, authorizing the execution, delivery, and performance of this Amendment Effective Dateby the Borrower and each other instrument and document to be delivered by the Borrower and its Subsidiaries pursuant to this Amendment and the Facilities Agreement; and (iv) the names and true signatures of the officers of the Borrower and its Subsidiaries authorized to sign this Amendment and the other instruments and documents to be delivered by the Borrower and its Subsidiaries under this Amendment; (k) the Loan Agent shall have received the opinions of Akin, Gump, ▇▇▇▇▇ & ▇▇▇▇ and the Borrower's General Counsel in form and substance acceptable to the Loan Agent; (l) the Loan Agent shall have received evidence that the Common Collateral Loan Agent has been named as loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance, required by any Common Collateral Document (as such term is defined in the Facilities Agreement); (m) the Loan Agent shall have received the other documents, instruments and agreements set forth on the List of Closing Documents (Restructuring) and the List of Closing Documents (Rollup) attached as Exhibit K hereto, in --------- each case in form and substance acceptable to the Loan Agent and duly executed by the parties thereto; and (vin) the Loan Agent shall have received such additional documentsother approvals, instruments and information opinions or documents as the Loan Agent, the Common Collateral Agent or any Lender may reasonably request to effect the transactions contemplated herebyrequest.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments shall be deemed to the Credit Agreement set forth in Section 3 hereof, which shall become be effective as of the Consolidated Amendment Date (as defined below)) is subject to upon the satisfaction or waiver of each of the following conditions precedentto the reasonable satisfaction of the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each properly executed by an authorized signatory of the signing Person (which, in the case of a Loan Party, shall be a Responsible Officer), each in form and substance reasonably satisfactory to the Administrative Agent: (i) the Agent shall have received counterparts of this Second Amendment thatAmendment, when taken together, bear the signatures duly executed by each of the ObligorsBorrower, the Administrative Agent and the Required Lenderseach Lender; (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5the First Amendment Effective Date, 2013, among duly executed by the Agent, the Lead Arranger Borrower and the BorrowerAdministrative Agent; (iii) Notes, executed by the Borrower in favor of each Lender requesting a Note (Cin the amount of such Lender’s Applicable Percentage, as set forth on Schedule 2.01 attached hereto) all documented out-of-pocket expenses and dated as of the First Amendment Effective Date which Notes shall amend and restate in their entirety, to the extent applicable, those certain Notes issued by Borrower in favor of the Lenders and dated as of the Closing Date; (including reasonable fees and disbursements iv) an Affirmation of Guaranty, duly executed by each Guarantor; (v) a favorable opinion of counsel to the Agent) in connection with the preparation, negotiation Borrower addressed to Agent and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by each Lender concerning the Borrower hereunder or under the Credit Agreement on or prior and this Amendment, in form and substance reasonably satisfactory to the Second Amendment Effective DateAgent; and (vi) a certificate of a Responsible Officer of the Borrower certifying that (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of the Borrower have not been amended since the date of the last delivered certificate, or if they have been amended, attached thereto are true, correct and complete copies of the same, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing document of the Borrower have not been amended since the date of the last delivered certificate, or if they have been amended, attached thereto are true, correct and complete copies of the same, (C) attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors (or other governing body) of the Borrower authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment and the Credit Agreement as amended by this Amendment and (D) attached thereto is a true, correct and complete copy of a certificate of good standing from the applicable secretary of state of the state of incorporation, organization or formation (or equivalent), as applicable, of the Borrower. (b) Payment of (i) all fees and expenses of the Administrative Agent and the Lenders and in the case of expenses, to the extent invoiced at least two (2) Business Days prior to the First Amendment Effective Date (except as otherwise reasonably agreed to by the Borrower), required to be paid on the First Amendment Effective Date and (ii) all fees to the Lenders required to be paid on the First Amendment Effective Date. (c) The representations and warranties in Section 6 of this Amendment shall be true and correct as of the First Amendment Effective Date. For purposes of determining compliance with the conditions specified in this Section 5, 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 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 additional documents, instruments and information as Lender prior to the Agent may reasonably request to effect the transactions contemplated herebyproposed First Amendment Effective Date specifying its objection thereto.

Conditions to Effectiveness. The effectiveness of this Second First Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date (as defined below)) is subject to the satisfaction of the following conditions precedent: (i) the Agent shall have received counterparts of this Second First Amendment that, when taken together, bear the signatures of the Obligors, the Agent and the Required Lenders; (ii) prior to and after giving effect to this Second First Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second First Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Waiver and First Amendment Fee Letter, dated as of August 5July 17, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second First Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second First Amendment Effective Date; and (viiv) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated hereby.

Conditions to Effectiveness. The effectiveness (a) Paragraph 3 of this Second Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which and Consent shall not become effective as of until the Consolidated Amendment Date date (as defined belowthe “DIP Extension Effective Date”)) is subject to the satisfaction of the following conditions precedent: (i) on which this Amendment and Consent shall have been executed by the Borrower, the Guarantors and the Banks, and the Agent shall have received counterparts evidence satisfactory to it of this Second Amendment that, when taken together, bear the signatures of the Obligors, the Agent such execution and the Required Lenders; (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties Bankruptcy Court shall have been true and correct in all material respects as of the date when made; (iii) the Agent shall have received entered an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMTinterim order, in form and substance satisfactory to the Agent Agent, approving the terms of this Amendment. Notwithstanding the occurrence of the DIP Extension Effective Date, in the event that a final order, in form and substance satisfactory to the Agent, approving the terms of this Amendment and Consent shall not have been entered by the Bankruptcy Court by February 23, 2004, (i) other than as provided in clause (ii) below, this Amendment shall terminate and be of no further force and effect, and (ii) the Maturity Date of the Credit Agreement shall be deemed extended to the earlier to occur of February 23, 2004 or the Consummation Date; provided that in the event that the Consummation Date has occurred prior to February 23, 2004, no final order approving this Amendment and Consent shall be required. (b) Paragraphs 2 and 4 of this Amendment and Consent shall not become effective until the date (the “Consent Effective Date”) on which (i) this Amendment and Consent shall have been executed by the Borrower, the Guarantors and the Required Lenders; (v) Banks, and the Agent shall have received evidence satisfactory to it of such execution, (Aii) the Borrower shall execute an amendment to the Security and Pledge Agreement (the “Security and Pledge Agreement Amendment”), attached hereto as Exhibit C, to provide for a pledge to the benefit Agent of 65% of the Lenders, outstanding voting stock of the fees newly created holding company ▇▇▇▇▇ & Lord Worldwide SCS (“SCS”) and (iii) the Borrower shall have delivered the stock certificates evidencing stock of SCS required to be paid pledged under the Security and Pledge Agreement (together with one or more duly executed stock powers by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”Borrower), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated hereby.

Conditions to Effectiveness. The effectiveness amendment and restatement of this Second Amendment (other than the amendments to the Existing Credit Agreement set forth in as contemplated by Section 3 hereof, which 1 shall become effective as of on the Consolidated Amendment Date date (as defined below)the "Restatement Effective Date") is that the First Lien Notes are issued, subject to the satisfaction of the following conditions precedenton or prior to such date: (ia) the Administrative Agent shall have received counterparts of this Second Amendment Agreement that, when taken together, bear the signatures of the ObligorsHoldings, the Agent Borrower and the Required Lenders; (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (Bb) all representations fees and warranties expenses required to be paid or reimbursed by the Borrower under or in connection with this Agreement or the Existing Credit Agreement (and in the case of expenses to be reimbursed, including fees, charges and disbursements of the Obligors contained herein Administrative Agent's counsel or other advisors, in the other Credit Documents 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 Second Amendment Effective Date, except each case to the extent that such representations and warranties expressly relate invoiced in writing to an earlier specified date, in which case such representations and warranties the Borrower at least two Business Days prior to the Restatement Effective Date) shall have been true and correct in all material respects paid or reimbursed, as of the date when madeapplicable; (iiic) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which Collateral Sharing Agreement shall be reasonably satisfactory in form and substance and form to the Agent, certified Administrative Agent and shall have been executed and delivered by an Authorized Officer of the Borrower as being true, correct all parties thereto and complete and shall be in full force and effect; (ivd) the Agent terms and conditions of the First Lien Notes and the First Lien Documents (including but not limited to terms and conditions relating to payment, covenants, events of default, remedies and maturity) shall be reasonably satisfactory to the Administrative Agent; (e) the Security Documents shall have received a pro forma balance sheet been amended and modified as contemplated by Section 4 of PAMT, this Agreement and such amendment and modifications shall be reasonably satisfactory in form and substance satisfactory to the Agent and the Required Lenders;Administrative Agent; and (vf) the Agent gross proceeds from the First Lien Notes shall have received (A) for not be less than $150,000,000; provided that the benefit amendment and restatement of the Lenders, Existing Credit Agreement contemplated hereby shall not become effective unless the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewithFirst Lien Notes are issued, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement all such conditions are satisfied, on or prior to the Second Amendment Effective Date; and (vi) the March 31, 2003. The Administrative Agent shall have received such additional documents, instruments and information as notify the Agent may reasonably request to effect Lenders when the transactions contemplated herebyRestatement Effective Date occurs.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date (as defined below)) is subject to date set forth above upon the satisfaction of the following conditions precedentconditions, including receipt by the Administrative Agent of the following items: (i) the Agent shall have received counterparts of this Second Amendment that, when taken together, bear the signatures of the Obligors, the Agent and the Required Lenders; (ii) prior to and after giving effect to this Second Amendment, (Aa) there shall exist no Default immediately after giving effect to this Amendment; and (b) the Administrative Agent shall have received a counterpart signature page to this Amendment, duly executed and delivered by the Borrower, the Parent, each Guarantor, the Term B-1 Lenders, the Required Lenders and the Administrative Agent; and (c) the Administrative Agent shall have received Consents to this Amendment from Term B Lenders and Joinder Agreements executed by one or Event more Additional Term B-1 Lenders such that the aggregate principal amount of Default the Exchanged Term B Loans plus the aggregate principal amount of the Additional Term B-1 Commitments shall equal the aggregate principal amount of the outstanding Term B Loans immediately prior to the effectiveness of this Amendment; and (d) the Administrative Agent and the Lenders shall have received a legal opinion of counsel to the Loan Parties, which shall be in form, scope and substance reasonably satisfactory to the Administrative Agent; and (Be) all the representations and warranties of the Obligors contained herein or set forth in the other Credit Documents immediately following Section of this Amendment entitled “Representations and Warranties” 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made;of this Amendment; and (iiif) the Administrative Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMTreceived, in form and substance satisfactory reasonably acceptable to it, all resolutions, incumbency certificates, certificates of no default, and such other certificates and documents as reasonably requested by the Agent and the Required Lenders;Administrative Agent; and (vg) the Agent Borrower shall have received (A) for the benefit of the Lenderspaid to each Lender that was a Term B Lender prior to giving effect to this Amendment, all accrued and unpaid interest on its Term B Loans to, but not including, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second First Amendment Effective Date; and (vih) the Administrative Agent shall have received such additional documentsthe fee and expenses set forth in any engagement letter executed in connection with the Agreement, instruments as amended hereby; and (i) the Administrative Agent shall have received a confirmation agreement that confirms and affirms each of the Guaranty and each of the Collateral Documents, and each other Loan Document by the applicable Loan Parties, in each case reasonably acceptable to the Administrative Agent and the Required Lenders; and (j) the Administrative Agent shall have received Notes executed by the Borrower in favor of each Lender requesting a Note evidencing its Term B-1 Loan; and (k) to the extent reasonably requested by an Additional Term B-1 Lender in writing not less than five (5) Business Days prior to the First Amendment Effective Date, the Administrative Agent shall have received, prior to the effectiveness of this Amendment, all documentation and other information as with respect to the Agent may reasonably request to effect Borrower required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the transactions contemplated herebyAct.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of on the Consolidated Amendment Date (as defined below)) is subject to the satisfaction of date upon which the following conditions precedent:are satisfied (the first date that occurs on or prior to December 8, 2017 on which each such condition is satisfied, the "Amendment Effective Date"): (a) receipt by the Collateral Agent of (i) this Amendment, duly executed by the Agent shall have received counterparts of this Second Amendment thatLoan Parties, when taken together, bear the signatures of the Obligors, the each Agent and each Required Lender, a Notice of Borrowing, duly executed and delivered by the Required Lenders; (ii) prior Borrowers with respect to and after giving effect the Additional Tranche Term Loan to this Second Amendment, (A) there shall exist no Default or Event of Default be made on the Amendment No. 2 Effective Date and (Biii) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Datethat certain side letter, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects dated as of the date when madehereof, duly executed by the Parent and the Administrative Agent ("Side Letter"); (iiib) the Agent Parent shall have received an executed copy of satisfied its obligations under the merger agreement pursuant Side Letter that are required to which the PAMT Merger will be consummatedsatisfied on or prior to December 8, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect2017; (ivc) the Agent Parent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory paid (or cause to be paid) to the Administrative Agent and the Required Lenders; (vi) the Agent shall have received (A) for the benefit within three Business Days of the Lendersdate hereof, the all accrued and unpaid fees and expenses of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP and of BDO USA, LLP that have been invoiced and (ii) all fees and expenses otherwise required to be paid by hereunder and under the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger Financing Agreement and the Borrowerother Loan Documents, (C) including all documented accrued and unpaid out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) Administrative Agent in connection with the negotiation, preparation, negotiation execution, delivery, performance and effectiveness administration of this Second Amendment Amendment, the Financing Agreement and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement Loan Documents on or prior to the Second Amendment No. 2 Effective Date; (d) the Tranche A Term Loan Lenders shall have entered into one or more participation agreements with third party investors acceptable to the Tranche A Term Loan Lenders on terms and conditions acceptable to the Tranche A Term Loan Lenders, which participation agreements are in each case in form and substance acceptable to the Agents and which participation agreements have become effective in accordance with the terms and conditions thereof, pursuant to which the Tranche A Term Loan Lenders shall have received net cash proceeds of no less than $11,500,000 from the participation (on a pro rata basis among the Tranche A Term Loan Lenders) of the Tranche A Term Loans subject thereto; and (vie) the Agent Agents shall have received such additional documents, instruments satisfactory evidence that the Batra A/R Facility Loan shall have been repaid in full and information as the Agent may reasonably request to effect the transactions contemplated herebyterminated.

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than the amendments to the Credit This Agreement set forth in Section 3 hereof, which shall become --------------------------- effective as of on the Consolidated Amendment Date (as defined below)) is subject to the satisfaction date that each of the following conditions precedent:shall have been satisfied (or waived in accordance with Section 14(e)): (i) the Agent The Reorganization shall have received counterparts of this Second Amendment that, when taken together, bear the signatures of the Obligors, the Agent and the Required Lendersoccurred; (ii) prior All conditions to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties the effectiveness of the Obligors contained herein or Amended and Restated Loan Agreement executed in the other Credit Documents shall be true and correct in all material respects connection with the same effect Revolver/Term Facility, as though such representations and warranties had been made on and as of the Second Amendment Effective Dateset forth in Section 4(a) thereof, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when madesatisfied or waived; (iii) Except for the Agent shall have received an executed copy Partnership Distribution (as defined in the Modification Agreement referenced below) and the other elements of the merger agreement pursuant to which Reorganization that would violate the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer terms of the Borrower Existing Loan Agreements but for the consent set forth in Section 1 of the Modification Agreement (the "Modification Agreement") dated as being trueof July 31, correct and complete and in full force and effect; (iv) 1996 among the Agent shall have received a pro forma balance sheet of PAMTPartnership, in form and substance satisfactory to the ----------------------- Borrower, Agent and the Required Lenders; , no Event of Default or Unmatured Event of Default under the Existing Loan Agreements shall have occurred or be continuing, all representations and warranties contained in Section 8 of the Existing Working Capital Agreement shall be true in all material respects (vexcept those affected by the occurrence of the Reorganization), and Borrower and the Partnership shall have satisfied in all material respects their covenants and obligations under the Modification Agreement. From and after the Loan Date: (x) the Agent shall have received (A) for the benefit of the LendersExisting Working Capital Agreement will be automatically amended and restated to read as this Agreement reads, the fees required to be paid without further action by the Borrower pursuant to Section 6 belowany party, (By) for Working Capital Loans under (and as defined in) the benefit of PNC Existing Working Capital Markets LLC (Agreement outstanding on the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of Loan Date shall continue under this Second Amendment and the other documents being executed or delivered in connection herewithAgreement, and (Dz) any other amounts due the rights and payable obligations of the parties hereto shall be governed by the Borrower hereunder or under provisions hereof, and the Credit rights and obligations of the parties to the Existing Working Capital Agreement on or with respect to the period prior to the Second Amendment Effective Loan Date shall continue to be governed by the provisions thereof as in effect prior to the Loan Date; and (vi) , except that fees accrued under the Agent Existing Working Capital Agreement to the Loan Date shall have received such additional documents, instruments and information as be paid on the Agent may reasonably request to effect the transactions contemplated herebyLoan Date.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as on the first date when, and only when, each of the Consolidated conditions set forth below shall have been satisfied or waived in accordance with the terms herein (such date, the “Fourth Amendment Date (as defined below)) is subject to the satisfaction of the following conditions precedent:Effective Date”): (ia) the Agent shall have received duly executed counterparts of this Second Amendment thatby the Borrower, when taken together, bear the signatures of the ObligorsHoldings, the Agent Guarantors, the Additional Term B Loan Lenders and the Lenders constituting Required LendersLenders under the Existing Credit Agreement as required hereby and pursuant to the Credit Agreement; (iib) the Lenders shall have received a duly executed copy of that certain Fourth Amendment Fee Letter (the “Fourth Amendment Fee Letter”), dated as of the Fourth Amendment Effective Date, by and between the Borrower and the Agent; (c) the Agent shall have received all fees and amounts due and payable on or prior to the Fourth Amendment Effective Date to the extent invoiced at least two (2) Business Days prior to the Fourth Amendment Effective Date, including reimbursement or payment of all reasonable and after giving effect to documented or invoiced out-of-pocket costs and expenses associated with this Second Amendment, with such costs and expenses to be limited to the Attorney Costs; (Ad) there shall exist no Default or Event of Default and (B) all the representations and warranties of the Obligors contained herein set forth in this Amendment or in the any other Credit Documents Loan Document shall be true and correct in all material respects with the same (and any representation and warranty that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects) after giving effect as though such representations and warranties had been made on and as of the Second Amendment Effective Dateto this Amendment, except to the extent that such representations and warranties expressly relate specifically refer to an earlier specified date, in which case such representations and warranties they shall have been be true and correct in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date; (e) no Default or Event of Default shall have occurred and be continuing or shall result, in each case, after giving effect to this Amendment; (f) the Agent and the Lenders party hereto shall have received a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in Section 3(d) and Section 3(e) of this Amendment; (g) the Agent shall have received a certificate executed by the Chief Financial Officer of Holdings as of the date when madeFourth Amendment Effective Date, substantially in the form of Exhibit F to the Existing Credit Agreement, attesting to the Solvency of Holdings and its Subsidiaries (on a consolidated basis) immediately after giving effect to this Amendment; (h) the Agent shall have received a certificate executed by a Responsible Officer of Holdings, the Borrower and the Guarantors, substantially in the form of Exhibit G to the Existing Credit Agreement, which attaches (i) resolutions or other equivalent action documentation authorizing the Agreement, (ii) incumbency certificates (or, in the alternative, a certification that the incumbency certification previously delivered to the Agent on December 30, 2022, remains true and correct as of the Fourth Amendment Effective Date), (iii) Organization Documents (or, in the alternative, a certification that the certification with respect to the Organizational Documents previously delivered to the Agent on December 30, 2022, remains true and correct as of the Fourth Amendment Effective Date) and (iv) good standing certificates; (i) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummatedopinion from ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, together with all schedulesan opinion from ▇▇▇▇▇▇▇ ▇▇▇▇ LLP and an opinion from The ▇▇▇▇▇▇▇ Law Firm, exhibits and annexes theretoPC, each of which shall be counsel to the Obligors, in form and substance reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer addressed to the Agent and the Lenders as of the Borrower as being true, correct and complete and in full force and effectFourth Amendment Effective Date; (ivj) the Agent and the Additional Term B Loan Lenders shall have received a Notice of Borrowing with respect to the Additional Term B Loans (the “Additional Term B Loans Borrowing Notice”); and (k) the Agent shall have received a pro forma balance sheet copy of PAMTan executed amendment to the ABL Intercreditor Agreement dated as of the Fourth Amendment Effective Date by and among the Agent, the ABL Collateral Agent, and the Obligors, in form and substance reasonably satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC Lenders (the “Lead ArrangerAmendment to Intercreditor”). By executing and delivering its signature page to this Amendment, each Lender acknowledges and agrees that the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) conditions precedent set forth in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall Section 3 have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebybeen satisfied.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as on the first date (such date, the “First Amendment Effective Date”) when, and only when, each of the Consolidated Amendment Date (as defined below)) is subject to conditions set forth below shall have been satisfied in accordance with the satisfaction of the following conditions precedentterms herein: (ia) the Agent shall have received duly executed counterparts of this Second Amendment thatby the Borrower, when taken togetherHoldings, bear the signatures of the Obligors, the Agent Manufacturing and the Required Lenders; (iib) the Agent shall have received, for the benefit of each Lender that has executed and delivered a counterpart of this Amendment as provided in Section 2(a) above, a consent fee in an amount equal to 0.10% of the sum of the aggregate principal amount of Loans of such Lender outstanding on the First Amendment Effective Date immediately prior to and after giving effect to this Second Amendment; (c) the Agent, the Collateral Agent and the Lenders party hereto shall have received all other fees and amounts due and payable on or prior to the First Amendment Effective Date, including reimbursement or payment of all reasonable and documented or invoiced out-of-pocket costs and expenses associated with this Amendment, such costs and expenses to be limited in the case of legal costs and expenses to the Attorney Costs; (Ad) there shall exist no Default or Event of Default and (B) all the representations and warranties of the Obligors contained herein set forth in this Amendment or in the any other Credit Documents Loan Document shall be true and correct in all material respects with the same effect (and any representation and warranty that is qualified as though such representations to materiality or Material Adverse Effect shall be true and warranties had been made correct in all respects) on and as of the Second First Amendment Effective Date, except to the extent that such representations and warranties expressly relate specifically refer to an earlier specified date, in which case such representations and warranties they shall have been be true and correct in all material respects as of the date when madesuch earlier date; (iiie) the Agent No Default or Event of Default shall have received an executed copy of the merger agreement pursuant occurred and be continuing or shall result, in each case, after giving effect to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect;this Amendment; and (ivf) the Agent shall have received a pro forma balance sheet certificate signed by a Responsible Officer of PAMT, in form and substance satisfactory the Borrower certifying as to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit satisfaction of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, conditions set forth in paragraphs (Bd) for the benefit of PNC Capital Markets LLC and (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (Ce) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated hereby.Section 2;

Conditions to Effectiveness. The effectiveness of this Second This Consent, Waiver and Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become be effective as of the Consolidated Amendment Date (as defined below)) is subject to date first above written upon the satisfaction of the following conditions precedentconditions: (i) the Agent 5.01. The Lender shall have received counterparts of this Second Consent, Waiver and Amendment executed by the Borrowers; 5.02. The Lender shall have received such other certificates, representations, instruments and other documents as the Lender may require, in form and substance satisfactory to the Lender; 5.03. The Lender shall have received evidence satisfactory to it that, when taken togethersimultaneously with the Effective Time, bear JAKKS shall have made a cash contribution to Pentech's capital (the signatures "JAKKS Capital Contribution") in an amount not less than $10 million; 5.04. Simultaneously with the Effective Time, Pentech shall have made a prepayment of the ObligorsRevolving Loans in an amount equal to, and with the proceeds of, the Agent and the Required LendersJAKKS Capital Contribution; (ii) prior to 5.05. At the Effective time and after giving effect to this Second Amendmentthe Merger, (A) there shall exist no Default or Event of Default and (B) all the representations and warranties of the Obligors contained herein or in the Loan Agreement, in this Consent, Waiver and Amendment and in each other Credit Documents shall be document or instrument delivered by the Borrowers are 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 Second Amendment Effective Datedate thereof, except to the extent that such representations and warranties expressly relate solely to an earlier specified date, date (in which case such representations and warranties were true and accurate on and as of such earlier date); and there shall exist no Default or Event of Default; and 5.06. The Borrowers shall have been true paid, or reimbursed the Lender for, all fees and correct in all material respects as of the date when made; (iii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable the fees and disbursements of counsel to Clif▇▇▇▇ ▇▇▇nce Roge▇▇ & ▇ell▇ ▇▇▇) incurred by the Agent) Lender in connection with the preparationthis Consent, negotiation Waiver and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior billed to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebydate.

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than the amendments to the Credit This Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date (as defined below)) is subject to only upon the satisfaction in full, in a manner satisfactory to Lender, of the following conditions precedent:precedent (the first date upon which all such conditions have been satisfied being herein called the "Effective Date"): (a) Lender shall have received the following documents or items, each in form and substance satisfactory to Lender and its legal counsel (unless such conditions are waived by Lender in its sole discretion): (i) the Agent shall have received counterparts of this Second Amendment that, when taken together, bear the signatures of the Obligors, the Agent and the Required Lendersan Information Certificate Supplement; (ii) a Pledged Interest Addendum together with the certificates representing the Pledged Interests for each New Borrower (if any) and such other items required pursuant to Section 5.26(d) of Exhibit D to the Credit Agreement; (iii) a Joinder to the Intercompany Subordination Agreement executed by each New Borrower; (iv) an amended copy of each New Borrower's limited liability company agreement in form and substance satisfactory to Lender; (v) all other documents Lender may reasonably request with respect to any matter relevant to this Agreement or the transactions contemplated hereby, including, without limitation, the documents set forth in the Closing Checklist attached hereto as Exhibit A; and (vi) Borrowers shall have paid Lender, or made arrangements satisfactory to Lender to pay, all Lender Expenses incurred prior to and after or in connection with the preparation of this Agreement. (b) After giving effect to this Second AmendmentAgreement, (A) there shall exist no Default or Event of Default and (B) all the representations and warranties of the Obligors made by each Loan Party contained herein or and in the Credit Agreement, as amended hereby, and the other Credit Documents Loan Documents, 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made;hereof, as if those representations and warranties were made for the first time on such date. (iiic) After giving effect to this Agreement, each Loan Party is in compliance with all applicable covenants and agreements contained in the Agent Credit Agreement and the other Loan Documents. (d) 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 an executed copy final credit approval for the Credit Facility and the transactions described in this Agreement. (g) Solely with respect to joining each New Borrower as a party to the Credit Agreement and the other Loan Documents pursuant to Section 2.03 above, Lender shall have completed (i) Patriot Act searches and customary individual background checks for each New Borrower; and (ii) other "know your customer" searches, the results of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits searches and annexes thereto, each of which background checks in clauses (i) and (ii) above shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebyLender.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective (the "Amendment Effective Date") as of the Consolidated Amendment Date (as defined below)) is subject to date first set forth above only upon the satisfaction occurrence of the following conditions precedent: (ia) the Administrative Agent shall have received from Holdings, the Borrower and the Required Lenders duly executed counterparts of this Second Amendment that, when taken together, bear the signatures of the Obligors, the Agent and the Required Lenders;Amendment, (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iiib) the Administrative Agent shall have received an executed copy from Borrower true and correct copies of amendments to each of the merger agreement pursuant to Ericsson Credit Agreement and the Nortel Credit Agreement (as such terms are defined in the Intercreditor Agreement) which amend such agreements in substantively the PAMT Merger will be consummatedsame manner as the Credit Agreement is amended hereby, together with all schedules, exhibits and annexes thereto, each of which such amendments shall be reasonably satisfactory in substance and form to become effective concurrently with this Amendment on the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effectAmendment Effective Date; (ivc) the Administrative Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under this Amendment and the Credit Agreement on or prior to the Second Amendment Effective Date, including, to the extent invoiced, all reasonable out of pocket expenses of the Administrative Agent (including, without limitation, the reasonable fees of Cravath, Swaine and Moore, counsel for the Administrative Agent); (d) Holdings ▇▇▇▇▇ have received from Parent, as an equity investment by Parent into Holdings, and Borrower shall have received from Holdings, as an equity investment by Holdings into Borrower, in each case, after March 18, 2002, $85,000,000 in cash; (e) after March 18, 2002, Parent shall have invested at least $5,766,879.26 as equity investments in the License Subsidiaries listed in Exhibit E hereto in accordance with the provisions of such Exhibit, and shall have invested $20,019,618.85 in Permitted Investments to be held in an account separate from other Parent investments as contemplated by Section 5.20 of the Credit Agreement as amended hereby. (f) Borrower shall have paid to the Administrative Agent, for the account of the Lenders specified in Section 8 of this Amendment, the fee described in such Section; (g) the Parent Agreement shall have been amended, in a manner satisfactory to the Administrative Agent, to include therein (i) as obligations of Parent, each action that subparagraph (g) of Section 1 of this Amendment requires or contemplates that Parent will take, and (ii) Parent's agreement to invest as equity in Holdings, and to cause Holdings to invest as equity in Borrower, the cash proceeds of any dividend paid by a License Subsidiary pursuant to clause (i) of Section 6.06 of the Credit Agreement, and the undersigned Lenders hereby consent to such amendment; and (vih) the Agent Borrower shall have received such additional documentsdelivered to the Administrative Agent a listing of all deposit accounts and investment property maintained by Holdings, instruments and information as Borrower or any Subsidiary Loan Party that is not currently subject to a control agreement in favor of the Agent may reasonably request to effect the transactions contemplated herebyCollateral Agent.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated first date (the "Fourth Amendment Date (as defined below)Date") is subject to the satisfaction of on or before December 31, 1999 upon which the following conditions precedenthave been satisfied: A. The Agent shall have received for each Bank counterparts hereof duly executed on behalf of the Borrower, the Agent, and the Majority Banks (or, in lieu of execution by the Majority Banks, notice of the approval of this Amendment by the Majority Banks satisfactory to the Agent); and B. An acknowledgment and amendment in the form of Exhibit A hereto duly executed by each party to the Guaranty. C. The Borrower shall have reduced the aggregate outstanding principal amount of Revolving Loans to an amount not in excess of $50,000,000. D. The Agent shall have received a copy of a board resolution of the Borrower, in form and substance satisfactory, to the Agent authorizing the execution, delivery and performance of this Amendment certified by the Secretary of the Borrower as being in full force and effect on the date hereof. E. The Amendment Fee referred to in Section 5.C shall have been paid, the Borrower shall have delivered to PWC a retainer in the amount of $50,000 and all other fees and expenses payable by the Borrower pursuant to the Loan Documents shall have been paid or provided for. F. All the representations and warranties in Section 4 shall be true and correct as of the date of this Amendment. G. No Potential Event of Default or Event of Default shall have occurred and be continuing on the date of this Amendment or will result from the consummation of this Amendment (after giving effect to this Amendment). H. The Agent shall have received the following for delivery to each Bank: (i) the Agent shall have received counterparts of this Second Amendment that, when taken together, bear the signatures an update of the Obligors, the Agent Borrower's performance and the Required Lendersbusiness plans; (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties projections of the Obligors contained herein or in Borrower's balance sheets, income statements and cash flow statements on a month by month basis through the other Credit Documents 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 Second Amendment Effective Maturity Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made;; and (iii) a description of the Borrower's proposed asset sales, private placements and other equity issuances through the Maturity Date. I. The Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMTreceived, in form and substance satisfactory to it, a certificate dated on or before the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness date of this Second Amendment and certifying that the other documents being executed or delivered conditions in connection herewith, clauses (F) and (DG) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebybeen met.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of on May 20, 2015 (the Consolidated “Amendment Date (as defined below)Effective Date”) is subject to the satisfaction of when, and only when, the following conditions precedenthave been satisfied: (i) the Agent this Amendment shall have received counterparts of this Second Amendment thatbeen executed and delivered by the Borrower, when taken together, bear the signatures of the ObligorsHoldings, the Agent other Loan Parties, each Additional Lender party hereto and the Required LendersAdministrative Agent; (ii) prior to 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 after giving effect to (z) each Subsidiary Loan Party approving and authorizing the execution, delivery and performance of this Second 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; (Aiii) there the Administrative Agent shall exist no Default or Event of Default have received a legal opinion dated the Amendment Effective Date from Dechert LLP in form and substance reasonably satisfactory to the Arrangers and the Administrative Agent; (Biv) all the representations and warranties set forth in Article III of the Obligors contained herein or Credit Agreement and in the each other Credit Documents Loan Document shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially,” “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects) on and as of the date hereof (both before and after giving effect to the effectiveness of this Amendment) with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Datedate hereof, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties they shall have been be true and correct in all material respects as of such earlier date (provided that the date when madesolvency representation will be deemed to have been made on the Amendment Effective Date after giving effect to the effectiveness of this Amendment); (iiiv) to the extent not previously delivered, each Additional Lender and the Administrative Agent shall have received at least 3 business days prior to the date hereof all documentation and other information about the Borrower and the Subsidiary Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act that has been requested in writing at least 5 business days prior to the date hereof; (vi) immediately prior to and after giving effect to the effectiveness of this Amendment, no Default has occurred or is continuing or shall result from the effectiveness of this Amendment; (vii) the Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by an executed copy authorized officer of the merger agreement Borrower, certifying compliance with clauses (iv), (vi) and (viii) of this Section 2 of this Amendment and Section 2.20 of the Credit Agreement; (viii) immediately prior to and on a Pro Forma Basis after giving effect to the effectiveness of this Amendment, (A) the Borrower is in compliance with the Financial Performance Covenant recomputed as of the last day of the most recently ended fiscal quarter for which financial statements of the Borrower are available and (B) the Secured Leverage Ratio of the Borrower is less than or equal to 3.50 to 1.00 as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to which Section 5.01(a) or (b) of the PAMT Merger will be consummatedCredit Agreement; and (ix) to the extent not previously delivered, (i) the Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with all schedulesa notice about special flood hazard area status and flood disaster assistance, exhibits if applicable, duly executed by the Borrower and annexes each Loan Party relating thereto) and (ii) the Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.07 of the Credit Agreement including, without limitation, flood insurance policies (to the extent required in order to comply with applicable law) and the applicable provisions of the Security Documents, each of which shall be reasonably satisfactory in substance endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and form to shall name the Collateral Agent, certified by an Authorized Officer on behalf of the Borrower Secured Parties, as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMTadditional insured, in form and substance reasonably satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Administrative Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated hereby.

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than Waiver and the amendments to the Credit Syndicated Facility Agreement set forth in herein (other than Section 3 hereof, which 2(b) and Section 4) shall become effective as of on the Consolidated Amendment Date (as defined below)) is subject to the satisfaction of the following conditions precedent: (i) first date on which the Agent shall have received counterparts of this Second Amendment thathereof executed by each Original Borrower, when taken togetherCSC and the Majority Lenders or, bear the signatures of the Obligorsas to any Lender, evidence satisfactory to the Agent that such Lender has executed this Amendment. (a) Section 4 and the Required Lenders;amendments to the Syndicated Facility Agreement set forth in Section 2(b) shall become effective on the first date (the “Guarantor Effective Date”) on which the following conditions are satisfied: (iii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iii) the The Agent shall have received an the following: (a) counterparts hereof executed copy by each Original Borrower, CSC and all of the merger agreement pursuant Lenders or, as to which any Lender, evidence satisfactory to the PAMT Merger will be consummatedAgent that such Lender has executed this Amendment; (b) an Assumption Agreement executed by each Original Borrower, together CSC and ▇▇▇▇▇▇▇ substantially in the form of Annex 1 hereto relating to ▇▇▇▇▇▇▇’▇ assumption of the obligations of CSC under the Syndicated Facility Agreement; (c) a verification certificate given by 2 directors or authorized officers of ▇▇▇▇▇▇▇ substantially in the form as set out in Part III of Schedule 2 to the Syndicated Facility Agreement (with all schedules, exhibits and annexes thereto, each of which shall be references to the Syndicated Facility Agreement being replaced by references to the Assumption Agreement) or otherwise reasonably satisfactory in substance and form acceptable to the Agent, certified by an Authorized Officer of with the Borrower as being trueattachments referred to in that form, correct and complete and in full force and effectdated no earlier than 5 days before the Guarantor Effective Date; (ivd) all documents and other evidence reasonably requested by the Agent shall have received or a pro forma balance sheet Lender (through the Agent) before the Guarantor Effective Date in order for the Agent or the Lender to carry out all necessary “know your customer” or other similar checks in relation to ▇▇▇▇▇▇▇ and each of PAMTits authorised signatories under all applicable laws and regulations where such information is not already available to the recipient; (e) a legal opinion of Ashurst Australia, legal advisers to the Agent in Australia, in form and substance satisfactory to substantially consistent with the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) legal opinion delivered in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or Financial Close under the Credit Agreement on or prior to the Second Amendment Effective DateSyndicated Facility Agreement; and (vif) a due execution legal opinion of the Agent legal advisers to Everett in the United States, in form and substance substantially consistent with the legal opinion delivered in connection with the Financial Close with respect to CSC under the Syndicated Facility Agreement; and (ii) The Merger shall have received such additional documents, instruments and information as been consummated or shall be consummated substantially concurrently with the Agent may reasonably request to effect satisfaction of the transactions contemplated herebyconditions set out in Section 3(b)(i).

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than the amendments to the Credit Agreement set forth Waiver in Section 3 hereof, 2 shall be effective on the date on which shall become effective as of the Consolidated Amendment Date (as defined below)) is subject to the satisfaction all of the following conditions precedentin this Section 5 are satisfied or waived, which date, the parties hereto acknowledge, is January 17, 2024 (such date, the “Waiver Effective Date”). (a) The Administrative Agent (or its counsel) shall have received: (i) the Agent shall have received counterparts of this Second Amendment that, when taken together, bear the signatures Waiver duly executed by each of the Obligors, parties hereto (other than the Agent and the Required Lenders;Administrative Agent); and (ii) prior to and after giving effect to this Second Amendmenta certificate, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and dated as of the Second Amendment Waiver Effective Date, except to the extent that such representations Date and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower, certifying (A) to the satisfaction of the conditions set forth in Section 5(c) and (d), (B) that none of the arrangements contemplated by the Escrow Agreement (including the production payments in respect of the Designated Assets as contemplated by the Escrow Agreement as in effect on the date hereof) constitute a guarantee obligation of the Borrower or any Restricted Subsidiary and neither the Borrower nor any Restricted Subsidiary will in any manner owe or be liable for funding the Escrow Account (as being truedefined in the Escrow Agreement) other than with the proceeds of the production payments as contemplated by the Escrow Agreement as in effect on the date hereof and (C) to the truth, correct correctness and complete completeness of the following, which shall be exhibits attached thereto: (1) a copy of the Purchase Agreement and all amendments thereto as in full force effect on the Waiver Effective Date, (2) a copy of the Escrow Agreement and effect;all amendments thereto as in effect on the Waiver Effective Date, (3) a copy of each Production Payment Assignment (as defined in the Escrow Agreement) and all amendments thereto as in effect on the Waiver Effective Date, (4) a copy of the EMA (as defined in the Escrow Agreement) and all amendments thereto as in effect on the Waiver Effective Date, and (5) to the extent not already provided pursuant to the preceding clauses (1)-(4), a copy of each W&T-Chevron Decommissioning Agreement (as defined in the EMA) and all amendments thereto as in effect on the Waiver Effective Date. (ivb) The Administrative Agent and the Agent Lender shall have received a pro forma balance sheet of PAMT, in form all fees and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees expenses required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Waiver Effective Date; and, in the case of such expenses, to the extent provided in Section 10.4(a) of the Existing Credit Agreement and invoiced at least one (1) Business Day prior to the Waiver Effective Date. ​ (vic) the Agent No Default or Event of Default shall have received occurred and be continuing as of the Waiver Effective Date. (d) The representations and warranties set forth in Section 4 shall be true and correct as of the Waiver Effective Date (except with respect to representations and warranties expressly made only as of an earlier date, which representations were true and correct as of such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebyearlier date).

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of (the Consolidated “Nineteenth Amendment Date (as defined below)Effective Date”) is subject to the only upon satisfaction in full of the following conditions precedent: (ia) the Collateral Agent shall have received counterparts of this Second Amendment that, when taken together, that bear the signatures of the Obligorseach Credit Party, the each Agent and the Required Requisite Lenders;. (iib) prior to and after giving effect to this Except as set forth in the Second Amendment, (A) there shall exist no Default or Event of Default the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Tenth Amendment, the Eleventh Amendment, the Twelfth Amendment, the Thirteenth Amendment, the Fourteenth Amendment, the Fifteenth Amendment, the Sixteenth Amendment, the Seventeenth Amendment and (B) all the Eighteenth Amendment, the representations and warranties contained herein, in Section IV of the Obligors contained herein or Credit Agreement and in the each other Credit Documents Document are true and correct in all material respects on and as of the Nineteenth Amendment Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty 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 such earlier date). (c) Borrower shall have paid to Administrative Agent all amounts due and owing to any Agent or any Lender in connection with this Amendment and the Second Credit Documents. (d) No Default or Event of Default shall have occurred and be continuing on the Nineteenth Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, Date or would result from this Amendment becoming effective in which case such representations and warranties shall have been true and correct in all material respects as of the date when made;accordance with its terms. (iiie) the Agent shall have received an executed copy of the merger agreement pursuant All legal matters incident to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which this Amendment shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct Agents and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebytheir respective counsel.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date date set forth above (as defined below)the "AMENDMENT EFFECTIVE DATE") is subject to on the satisfaction of the following conditions precedent: date on which (ia) the Agent shall have received counterparts of this Second Amendment that, when taken together, bear the signatures of the Obligors, the Agent Borrower and the Required Lenders; (ii) prior Lenders shall have executed and delivered to and after giving effect to the Agent this Second Amendment, (Ab) there each Guarantor shall exist no Default or Event of Default have executed the Acknowledgment and (B) all representations and warranties of the Obligors contained herein or Consent in the other Credit Documents shall be true and correct in all material respects with form annexed hereto, (c) the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties Borrower shall have been true and correct in paid all material respects as of the date when made; (iii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 belowpaid, (B) and expenses for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses which invoices have been presented (including reasonable fees fees, disbursements and disbursements other charges of counsel to the Agent) in connection with the preparationCredit Agreement and this Amendment, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (Dd) any other amounts due and payable by the Borrower hereunder or under shall have delivered to the Agent, to be applied toward the prepayment of the Term Loans and reduction of the Revolving Credit Agreement Commitments as set forth in Section 2.10(d), all Net Cash Proceeds held on or the date this Amendment becomes effective, together with a notice of prepayment and certificate, signed by an Authorized Signatory, setting forth the Borrower's calculation of such Net Cash Proceeds, (e) each Loan Party shall have delivered to the Agent a Perfection Certificate in the form annexed hereto as Exhibit A, (f) the Borrower shall have delivered to the Agent a certified copy of the executed contract of sale for the Long Island Franchise Sale, (g) the Borrower shall have delivered to the Agent, with sufficient copies for each Lender, an appraisal report addressed to the Agent, for the benefit of the Lenders, opining on the market value of the fee simple and leasehold interests of the Borrower in its tangible assets (including real property and furniture, fixtures, equipment and machinery) as of February 1, 2001, prepared by ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Inc. in a manner consistent with the appraisal prepared by ▇▇▇▇▇▇▇ & Wakefield, Inc. as of August 1, 1997 and including an opinion of such market value as of February 1, 2001, in excess of $300,000,000, excluding any assets which have been sold prior to the Second Amendment Effective Date; and date of such report and excluding all assets which are included in the Long Island Franchise Sale and (vih) the Agent Borrower shall have received such additional documentspaid to the Agent, instruments on behalf of each Lender that shall have executed and information as delivered its signature page hereto to counsel to the Agent may reasonably request to effect by 4:00 p.m. (New York City time) on Monday, March 19, 2001 the transactions contemplated herebyFirst Amendment Fee Installment.

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than the amendments to the Credit a) This Agreement set forth in Section 3 hereof, which shall become effective as of on the Consolidated Amendment Date (as defined below)) is subject to the satisfaction date on which each of the following conditions precedent:shall have occurred and the Administrative Agent shall have received evidence reasonably satisfactory to it of such occurrence (the Effective Date ): (i) the Agent this Agreement shall have received counterparts of this Second Amendment that, when taken together, bear been executed by the signatures of the ObligorsBorrower, the Agent Guarantors and the Required Amended and Restated Lenders; (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iii) the Administrative Agent shall have received an executed copy of such documents and certificates as the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be Administrative Agent or its counsel may reasonably satisfactory in substance and form request relating to the Agentorganization, certified by an Authorized Officer existence and good standing of each of the Borrower as being trueand the Guarantors, correct the authorization of the transactions under the Loan Documents and complete any other legal matters relating to each of the Borrower and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMTGuarantors, the Loan Documents or the transactions contemplated under the Loan Documents, all in form and substance satisfactory to the Administrative Agent and its counsel; (iii) the Required LendersAdministrative Agent shall have received the favorable written opinion of (A) Shearman & Sterling, LLP, counsel to the Loan Parties and (B) in-house counsel to the Borrower, in each case, dated the Effective Date and in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (iv) the payments and repayments specified in Section 4.01(b) below shall have been made; (v) the Agent Bankruptcy Court shall have received entered, before May 5, 2008, one or more orders reasonably satisfactory in form and substance to the Administrative Agent authorizing (A) for the benefit amendment and restatement of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 belowExisting Credit Agreement in its entirety as set forth herein, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid payment by the Borrower pursuant to the Second Administrative Agent of all fees referred to herein or in that certain Fourth Amendment Fee Letter, Letter dated as of August 5April 25, 2013, among the Agent, the Lead Arranger 2008 and the Borrower, (C) all documented outthe GM-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; andDelphi Agreement; (vi) the Administrative Agent shall have received an amendment fee for the account of each Amended and Restated Lender that has executed and delivered a signature page hereto to the Administrative Agent no later than 312:00 p.m. (New York City time) on May 7, 2008 (or such additional documentslater deadline as may be indicated by the Administrative Agent for receipt of signature) in an amount equal to (A) 150 basis points of the Commitments of each such Amended and Restated Lender who are Tranche A Lenders or Tranche B Lenders and (B) 200 basis points of the Initial Tranche C Commitments of each such Amended and Restated Lender who are Tranche C Lenders holding Initial Tranche C Commitments, instruments as set forth on Annex A hereto; (vii) the Administrative Agent shall have received payment in cash in full of any fees owing to the Administrative Agent or any other person pursuant to, or referenced in, that certain Fourth Amendment Fee Letter dated as of April 25, 2008; and (viii) the GM-Delphi Agreement (A) shall be in form and information substance satisfactory to the Amended and Restated Lenders and (B) shall have become effective pursuant to the terms thereof; it being understood that the form of the GM-Delphi Agreement filed with the Bankruptcy Court on April 24, 2008 shall be deemed to be in form and substance satisfactory to the Amended and Restated Lenders. (b) On the Effective Date: (i) the Original Tranche A Commitments of the Original Tranche A Lenders shall be terminated; (ii) the Borrower shall (A) prepay, in full, the Loans outstanding under the Existing Credit Agreement immediately prior to or substantially concurring with the effectiveness of this Agreement as set forth herein and it is hereby acknowledged by the parties to this Agreement that this Section 4.01(b) constitutes notice of such prepayment under Section 2.14 of the Existing Credit Agreement (and each of the parties hereto that are Original Lenders hereby waive any requirement pursuant to Section 2.14 of the Existing Credit Agreement to deliver such notice in advance of such payment), (B) subject to the conditions set forth herein, immediately thereafter borrow new Loans under this Agreement in an amount equal to such prepayment; provided that, with respect to clauses (A) and (B), (1) the prepayment to, and borrowing from, any Original Lender that is party to this Agreement may, in the Administrative Agent may reasonably request s discretion, be effected by book entry to the extent that any portion of the amount prepaid to such Original Lender will be subsequently borrowed from such Original Lender, and (2) if directed by the Administrative Agent in its sole discretion, the Original Lenders of each Class which are party to this Agreement and the Additional Lenders of such Class shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the transactions contemplated herebyLoans of such Class are held ratably by such Lenders in accordance with such Lenders respective Commitments of such Class (after giving effect to this Agreement) and (iii) pay to the Original Lenders the amounts, if any, payable under Section 2.17 of the Existing Credit Agreement as a result of any such prepayment; (iii) if any Letters of Credit are outstanding on the Effective Date, the undivided interests and participations therein of the Original Lenders that were Tranche A Lenders before giving effect to the amendment and restatement of the Existing Credit Agreement set forth herein and that are not party to this Agreement, shall terminate and each of the Amended and Restated Lenders that are Tranche A Lenders shall be deemed to have purchased from the Issuing Lender pursuant to Section 2.03(d) of the Existing Credit Agreement an undivided interest and participation in such Letters of Credit to the extent of such Lender s Tranche A Commitment Percentage; (iv) the Borrower shall pay any accrued but unpaid interest and Fees owing to the Original Lenders as of the Effective Date; (v) each of the Amended and Restated Lenders shall be hereby deemed to have consented to the GM-Delphi Agreement; (vi) the Existing Credit Agreement shall be amended and restated in its entirety in accordance with as set forth herein; (vii) the Security and Pledge Agreement shall be amended as follows: (A) the Credit Agreement referenced therein shall mean this Agreement, as amended, restated, modified or supplemented from time to time, (B) Section 15(g)(ii) thereof shall be amended by replacing the reference to Commitment Fees with Tranche A Commitment Fees and (C) the schedules to the Security and Pledge Agreement shall be amended as set forth in the attachments hereto; and (viii) the Original Lenders that are not party to this Agreement shall no longer be Lenders hereunder. (c) Each Loan Party hereby affirms that the terms of the Loan Documents (i) secure, and shall continue to secure, and (ii) guarantee, and shall continue to guarantee, in each case, the Obligations and acknowledges and agrees that the Security and Pledge Agreement is, and shall continue to be, in full force and effect and is hereby ratified in all respects, and all references therein to the Credit Agreement and to the Obligations thereunder shall be deemed to be references to this Agreement and to the Obligations hereunder.

Conditions to Effectiveness. The effectiveness of this Second Section 2.1. This First Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereofshall not become effective until, which and shall become effective as of (the Consolidated “First Amendment Date (as defined below)Effective Date”) is subject to the satisfaction when, each and every one of the following conditions precedentshall have been satisfied: (ia) executed counterparts of this First Amendment, duly executed by the Company and the holders of 100% of the outstanding Notes shall have been delivered to the Noteholders; (b) executed counterparts of the Intercreditor Agreement, duly executed by the Company, the Bank Creditors, the Collateral Agent, the 2013 Purchasers (as defined in the Intercreditor Agreement) and the the holders of 100% of the outstanding Notes shall have been delivered to the Noteholders; (c) executed counterparts of the Security Agreement, duly executed by the Company, the Specified Subsidiaries (as defined in the Security Agreement) and the Collateral Agent shall have received counterparts of this Second Amendment that, when taken together, bear been delivered to the signatures of the Obligors, the Agent and the Required LendersNoteholders; (iid) prior the Noteholders shall have received evidence satisfactory to and after giving effect them that the Bank Credit Agreement have been amended substantially as proposed in the from annexed hereto annexed hereto as Exhibit B; (e) the holders of Notes shall have received evidence satisfactory to this Second Amendmentthem that the Note Purchase Agreement dated as of June 27, 2013 has been amended substantially as proposed in the form annexed hereto as Exhibit C ; (Af) there shall exist no Default or Event of Default and (B) all the representations and warranties of the Obligors contained herein or in Company set forth Section 5 of the other Credit Documents shall be Note Purchase Agreement, as amended by this First Amendment, are 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 Second Amendment Effective Date, except with respect to the extent that such representations and warranties expressly relate date hereof; (g) the Guaranty Agreement (attached to an earlier specified date, in which case such representations and warranties the Note Purchase Agreement as Exhibit 2) shall have been true duly executed and correct in all material respects as of the date when made; (iii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits delivery by each Restricted Subsidiary and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (ivh) In order to create in favor of the Collateral Agent, for the ratable benefit of the Secured Creditors, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received from the Company and each Subsidiary Guarantor, as applicable, each in a pro forma balance sheet form reasonably satisfactory to the Collateral Agent: (1) evidence satisfactory to Collateral Agent of PAMTthe compliance by Company and each Subsidiary Guarantor, as applicable, with their respective obligations under the Intercreditor Agreement and the other Collateral Documents (including their obligation to execute or authorize, as applicable, and deliver UCC financing statements, assignments and originals of securities, instruments and chattel paper); (2) evidence that each Company and each Subsidiary Guarantor shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by any Agent; (i) The Collateral Agent shall have received the results of a Lien search (including a search as to judgments, pending litigation, bankruptcy, tax and intellectual property matters), in form and substance reasonably satisfactory to thereto, made against the Agent Company and the Required Lenders;Subsidiary Guarantors, if any, under the UCC (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the UCC should be made to evidence or perfect security interests in all assets of the Company and the Subsidiary Guarantors, if any, indicating among other things that the assets of the Company and the Subsidiary Guarantors are free and clear of any Lien (except for Permitted Encumbrances); and (vj) the Agent Company shall have received (A) for the benefit of the Lenders, paid the fees required to be paid by the Borrower pursuant to Section 6 belowand expenses of C▇▇▇▇▇▇ and C▇▇▇▇▇ LLP, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) Noteholders, in connection with the negotiation, preparation, negotiation approval, execution and effectiveness delivery of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebyFirst Amendment.

Conditions to Effectiveness. The effectiveness Upon the satisfaction of each of the following conditions, this Agreement shall be deemed to be effective (the date such conditions are satisfied, the “Effective Date”): (a) the Agent shall have received counterparts of this Second Amendment (other than including all Exhibits hereto) executed by the amendments to Agent, the Lenders and the Borrowers and the Borrowers shall have performed and complied with all covenants, agreements and conditions contained in this Amendment, the Credit Agreement set forth in Section 3 hereofand the other Loan Documents which are required to be performed or complied with by the Borrowers before or on such Effective Date; (b) upon making the Revolving Loans (including such Revolving Loans made to reimburse fees, which shall become effective costs and expenses then payable under this Amendment, the Credit Agreement or the Fee Letter dated as of July 26, 2010), and the Consolidated Amendment Date consummation of the transactions contemplated hereby, and with all of the Borrowers’ obligations current in accordance with historical practices, the Borrowers shall have Availability of at least $25,000,000; (c) all representations and warranties made hereunder and in the other Loan Documents shall be true and correct as defined below)if made on such date; (d) is subject no Default or Event of Default shall have occurred and be continuing after giving effect to the satisfaction Loans to be made and the Letters of Credit to be issued on the Effective Date; (e) the Agent and the Lenders shall have received such opinions of counsel for the Borrowers as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel and shall include among other things, an opinion that this Amendment does not cause a violation under the Senior Secured Notes Indenture; (f) the Agent shall have received: (i) searches of UCC filings in the jurisdiction of the following conditions precedent:chief executive office and state of incorporation of each Borrower and each jurisdiction where a filing would need to be made in order to perfect the Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) searches of ownership of intellectual property in the appropriate governmental offices; (iii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the Property of the Borrowers except Permitted Liens; (iv) such patent/trademark/copyright filings as requested by the Agent in order to perfect the Agent’s security interest in intellectual property; (v) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Agent’s security interest in the Collateral; (vi) duly executed consents as are necessary, in the Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral; (vii) in the case of any personal property Collateral of $100,000 or greater located at premises leased by a Borrower, such estoppels letters, consents and waivers from the landlords on such real property or bailees as may be required by the Agent; and (viii) duly executed Account Control Agreements with respect to Collateral for which a control agreement is required for perfection of the Agent’s security interest under the UCC; (g) the Agent shall have received a certificate of a Responsible Officer of each Borrower, certifying (i) that attached copies of such Borrower’s articles of incorporation (or the equivalent thereof) and bylaws (or the equivalent thereof) 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 Amendment 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 Amendment and any other Loan Documents (the Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Borrower in writing); (h) the Agent shall have received copies of the charter documents of each Borrower, certified to be true and correct as of a recent date by the Secretary of State or other appropriate official of such Borrower’s jurisdiction of organization; (i) the Agent shall have received counterparts good standing certificates for each Borrower, issued by the Secretary of this Second Amendment that, when taken together, bear State or other appropriate official of such Borrower’s jurisdiction of organization and each other jurisdiction reasonably requested by the signatures Agent where such Borrower’s conduct of business or ownership of Property necessitates qualification; (j) the Obligors, Borrowers shall have paid all fees and expenses of the Agent and the Required Attorney Costs incurred in connection with this Amendment or any of the Loan Documents and the transactions contemplated hereby or thereby; (k) all proceedings taken in connection with the execution of this Amendment, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders; (iil) prior the completion by the Agent of its due diligence in connection with the Loan Documents, with the results thereof, being acceptable to and after giving effect to this Second Amendment, the Agent; (Am) there shall exist no Default not have occurred a material adverse change (i) in the business, assets, Properties, liabilities (actual or Event of Default and contingent), operations or condition (Bfinancial or otherwise) all representations and warranties of the Obligors contained herein Borrowers and their Subsidiaries, taken as a whole, since June 28, 2009 or (ii) in the other Credit Documents shall be true facts and correct in all material respects with the same effect information regarding such entities as though such representations and warranties had been made on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of represented through the date when madehereof; (iiin) there shall not exist any pending or threatened litigation, investigation, bankruptcy or insolvency, injunction, order or claim affecting or relating to any Borrower, this Amendment, the Credit Agreement and the other Loan Documents, the Senior Secured Notes or the Senior Secured Notes Indenture, that has not been settled, dismissed, vacated, discharged or terminated prior to the Effective Date which could reasonably be expected to have a Material Adverse Effect; (o) the Agent shall have received an executed copy of inventory appraisals and field examinations by the merger agreement pursuant to which the PAMT Merger will be consummatedAgent and its affiliates and/or third parties, together in scope and with results in all schedules, exhibits and annexes thereto, each of which shall be reasonably respects satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and Agent in full force and effectits sole discretion; (ivp) the Agent Borrowers shall have received a pro forma balance sheet notified the Senior Secured Notes Collateral Agent and the Senior Secured Notes Trustee that the parties hereto are entering into this Agreement; and (q) without limiting the generality of PAMTthe items described above, the Borrowers and each Person guarantying or securing payment of the Obligations shall have delivered or caused to be delivered to the Agent (in form and substance reasonably satisfactory to the Agent), such financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items as may be reasonably required by the Agent and its counsel. The acceptance by the Borrowers of any Loans made or Letters of Credit issued on the Effective Date shall be deemed to be a representation and warranty made by the Borrowers to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Required Lenders; Lenders of a certificate signed by a Responsible Officer of the Parent on behalf of the Borrowers, dated the Effective Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Amendment shall be deemed confirmation by such Lender that (vi) all conditions precedent herein have been fulfilled to the satisfaction of such Lender, (ii) the Agent shall have received (A) for the benefit decision of the Lenders, the fees required such Lender to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant execute and deliver to the Second Agent an executed counterpart of this Amendment Fee Letter, dated was made by such Lender independently and without reliance on the Agent or any other Lender as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness satisfaction of this Second Amendment and the other documents being executed or delivered in connection herewithany condition precedent set forth herein, and (Diii) any other amounts due and payable by the Borrower hereunder all documents sent to such Lender for approval consent, or under the Credit Agreement on or prior satisfaction were acceptable to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebyLender.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date (as defined below)) is subject only upon satisfaction in full, in a manner reasonably satisfactory to the satisfaction Origination Agent, of the following conditions precedent:precedent (the first date upon which all such conditions shall have been satisfied or waived being herein called the “Fourth Amendment Effective Date”): (ia) the Agent The Agents shall have received counterparts of this Second Amendment thatAmendment, when taken togetherduly executed by the Loan Parties, bear the signatures of the Obligors, the each Agent and the Required Lenders;. (iib) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all The representations and warranties contained in this Amendment and in Article VI of the Obligors contained herein or Financing Agreement and in the each other Credit Documents Loan Document shall be true and correct in all material respects with (except that such materiality qualifier shall not be applied to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the same effect as though such text thereof, which representations and warranties had been shall be true and correct in all respects subject to such qualification) on and as of the Fourth Amendment Effective Date, after giving effect to this Amendment (including the consent set forth in Section 3 hereof), as though made on and as of the Second Amendment Effective Date, except to the extent that such date (unless such representations and or warranties expressly are stated to relate to an earlier specified date, in which case such representations and warranties shall have been be true and correct in all material respects (except that such materiality qualifier shall not be applied to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the date when made;such earlier date). (iiic) the Agent No Default or Event of Default shall have received an executed copy of occurred and be continuing on the merger agreement pursuant Fourth Amendment Effective Date, after giving effect to which this Amendment (including the PAMT Merger will be consummatedconsent set forth in Section 3 hereof), together or result from this Amendment becoming effective in accordance with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect;its terms. (ivd) the Agent The Borrowers shall have received a pro forma balance sheet of PAMTpaid on or before the Fourth Amendment Effective Date all fees, in form costs and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower expenses then payable pursuant to Section 6 below2.06 and Section 12.04, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”)including, without limitation, the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements expenses of (i) S▇▇▇▇▇▇ R▇▇▇ & Z▇▇▇▇ LLP, counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, Origination Agent and (Dii) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior Holland & Knight LLP, counsel to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebyAdministrative Agent.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become be deemed effective as of the Consolidated day and year set forth above (the “Amendment Date No. 5 Effective Date”) upon satisfaction (as defined below)or waiver) is subject to the satisfaction of the following conditions precedent(in each case, in form and substance reasonably acceptable to the Agent) on or prior to October 23, 2015: (ia) the The Agent shall have received counterparts a copy of this Second Amendment thatduly executed by each Obligor, when taken togetherthe Lenders and the Agent, bear in form and substance reasonably satisfactory to the signatures Agent. (b) The Agent shall have received a fully executed copy of the ObligorsAsset Purchase Agreement together with all exhibits and schedules thereto, in form and substance reasonably satisfactory to the Agent and the Required Lenders;Agent. (iic) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all The representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, unless qualified by materiality in which case such representations and warranties shall have been be true and correct in correct. (d) There shall exist no Default or Event of Default. (e) If necessary to cause the Outstanding Amount of all material respects Revolving Loans on the Amendment No. 5 Effective Date to be less than the maximum Commitment amount under the Credit Agreement, as amended by this Amendment, the Borrower shall have paid-down the principal balance of the date when made;outstanding Revolving Loans by an amount sufficient to cause all outstanding Revolving Loans not to exceed such amended Commitment. (iiif) The Agent shall have received from the Borrower, for the account of the Lenders (including Bank of America), the Upfront Fee (as defined below). (g) The Agent shall have received from the Borrower such other fees and expenses that are due and payable in connection with the consummation of the transactions contemplated hereby and Agent’s counsel shall have received from the Borrower payment of all outstanding fees and expenses previously incurred and all fees and expenses reasonably incurred in connection with this Amendment. (h) The Agent shall have received an executed copy opinion or opinions of outside counsel for the Obligors, dated as of the merger agreement pursuant Amendment No. 5 Effective Date and addressed to the Agent and the Lenders, which shall include opinions regarding this Amendment and the PAMT Merger will transactions contemplated by the Asset Purchase Agreement and which shall otherwise be consummatedin form and substance reasonably satisfactory to the Agent. (i) The Obligors shall have delivered to the Agent such other supporting documents, together authorizing resolutions (including any required shareholder approvals), lien searches, and certificates as the Agent, the Lenders or their respective counsel may reasonably request with all schedulesrespect to the transactions contemplated by this Amendment and with respect to the Campus Labs Sale. (j) The Obligors shall have delivered, exhibits or caused to be delivered, to the Agent copies of the written consent of any Governmental Authority or any other Person that may be required in connection with the execution, delivery and annexes theretoperformance by the Obligors of the transactions contemplated by this Amendment and the Asset Purchase Agreement. (k) All other documents, each of which legal and regulatory matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance to the Agent and its counsel. For purposes of determining compliance with the conditions specified in this Section 4, the Agent’s and any Lender’s execution and delivery of this Amendment shall be deemed to constitute their approval and acceptance of, or its satisfaction with, each document or other matter required under this Section 4 to be approved by or reasonably acceptable or satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) and/or any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebyLender.

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than including the amendments to contained in Article II, the Credit Agreement set forth acknowledgement contained in Section 3 hereof2.1 and agreements contained in Article III but excluding this Article IV, which shall become is effective as of the Consolidated Amendment Date (as defined below)date hereof) is are subject to the satisfaction (or waiver) of the following conditions precedentconditions: (i) the Agent SECTION 4.1 This Second Amendment shall have received counterparts of this Second Amendment that, when taken together, bear been duly executed by the signatures of the ObligorsBorrower, the Administrative Agent and the Required Lenders; New Term Lenders (ii) prior whether pursuant to the execution and after giving effect delivery of a Lender Consent, a Joinder or counterparts to this Second Amendment, (Aas applicable) there shall exist and delivered to the Administrative Agent. SECTION 4.2 At the time of and immediately after the Second Amendment Effective Date and the making of Refinancing Term Loans, no Default or Event of Default shall have occurred and (B) all be continuing. SECTION 4.3 The representations and warranties set forth in ARTICLE III of the Obligors contained herein or Credit Agreement and those set forth in the other Credit Documents Article V of this Second Amendment shall be true and correct in all material respects on and as of the date of the making of Refinancing Term Loans and the Second Amendment Effective Date with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Datesuch date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been be true and correct in all material respects as of the date when made; (iii) the Agent shall have received an executed copy of the merger agreement pursuant such earlier date; provided, however, that any representation and warranty that is qualified as to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which “materiality” or “Material Adverse Effect” shall be reasonably satisfactory true and correct in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect;all respects on such respective dates. (iv) the SECTION 4.4 The Administrative Agent shall have received a pro forma balance sheet notice of PAMT, in form Borrowing from the Borrower pursuant to Section 2.03 of the Second Amended and substance satisfactory Restated Credit Agreement with respect to the Refinancing Term Loans. SECTION 4.5 The Administrative Agent shall have received, on behalf of itself and the New Term Lenders, a satisfactory written opinion of K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, counsel for the Borrower (i) dated the Second Amendment Effective Date and (ii) addressed to the Administrative Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the New Term Lenders, the and in each case, each of their permitted assigns. The Borrower hereby requests such counsel to deliver such opinion. SECTION 4.6 All fees required to be paid on the Second Amendment Effective Date pursuant to that certain Engagement Letter dated as of January 20, 2017 by and between the Borrower pursuant to Section 6 belowand Deutsche Bank Securities, (B) for the benefit of PNC Capital Markets LLC Inc. (the “Lead ArrangerEngagement Letter”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger ) and the Borrower, (C) all reasonable and documented out-of-pocket expenses (including reasonable fees and disbursements of counsel required to be paid on the Second Amendment Effective Date pursuant to the AgentEngagement Letter, to the extent invoiced at least three (3) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or Business Days prior to the Second Amendment Effective Date; and, shall, upon the Second Amendment Effective Date, have been paid. (vi) the Agent SECTION 4.7 The Borrower shall have received such additional documentsapplied, instruments concurrently with the exchange of the Exchanged Term Loans with Refinancing Term Loans and information as the Agent may reasonably request making of the Increased Term Loans and Additional Term Loans (if any), the Net Proceeds of the Refinancing Term Loans (if any), together with cash on hand, to effect prepay in full the transactions contemplated herebyprincipal amount of all Existing Term Loans other than Exchanged Term Loans.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated date (the “Second Amendment Date (as defined below)Effective Date”) is subject to the satisfaction upon which Agent shall notify Borrower in writing that each of the following conditions precedentspecified below have been satisfied as determined in Agent’s and each Lender’s sole discretion: (ia) the Agent shall have received one or more counterparts of this Second Amendment thatAmendment, when taken togetherduly executed, bear the signatures of the Obligorscompleted and delivered by Agent, the Agent each Lender and the Required LendersBorrower; (iib) prior to Both before and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default shall have occurred and be continuing; (c) Each Lender shall have received new Term Loan Notes executed by Borrower, in the same form as the Term Notes executed and delivered by Borrower on the Closing Date of the Loan Agreement; (d) Agent and the Lenders shall have received from Borrower true, correct and complete copies of an executed Officer’s Certificate in substantially the form of Exhibit A attached hereto, dated as of the date hereof, certifying that (A) both before and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing and (B) all representations and warranties of the Obligors contained herein or Borrower stated in the other Credit Debt Documents shall be (including, without limitation, this Amendment), as amended by this Amendment, are 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been were true and correct in all material respects on and as of the date when madesuch earlier date; (iiie) Agent and the Agent Lenders shall have received from Borrower an updated and completed Perfection Certificate, duly executed copy of the merger agreement pursuant to which the PAMT Merger will be consummatedby Borrower, together with all schedules, exhibits and annexes thereto, each a form of which shall be reasonably satisfactory in substance and form Agent previously delivered to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effectBorrower; (ivf) Agent and the Agent Lenders shall have received from Borrower a pro forma balance sheet certificate executed by the Secretary or Assistant Secretary of PAMTBorrower, the form of which is attached as Exhibit B to the Loan Agreement, providing verification of incumbency and attaching (i) Borrower’s board resolutions approving the transactions contemplated by this Amendment and the other Debt Documents and (ii) Borrower’s governing documents; (g) Agent and the Lenders shall have received from Borrower a certificate of good standing from the jurisdiction of Borrower’s organization and a certificate of foreign qualification from each jurisdiction where Borrower’s failure to be so qualified could reasonably be expected to have a Material Adverse Effect, in each case as of a recent date acceptable to Agent; (h) Agent and the Lenders shall have received current UCC lien, judgment, bankruptcy, tax and intellectual property lien search results demonstrating that there are no other security interests or liens on the Collateral, other than Permitted Liens; (i) Agent and the Lenders shall have received from Borrower a disbursement instruction letter, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, executed by Borrower, Agent and each Lender indicating the fees required Terms Loan to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement made on or prior to the Second Amendment Effective Date; (j) Each Lender shall have received from Borrower an Additional Warrant in favor of such Lender (or its affiliate or designee); (k) Oxford Finance LLC, as a Lender, shall have received a fee in the amount of $125,690.61, Silicon Valley Bank, as a Lender, shall have received a fee in the amount of $83,793.74, and General Electric Capital Corporation, in its capacity as a Lender, shall have received a fee in the amount of $209,484.35, each of which fees shall be fully earned and non-refundable when paid, and which fees collectively represent a portion of the “Final Payment Fee” (as provided under the Loan Agreement prior to giving effect to this Amendment) that has been amortized by the Lenders as of the date of this Amendment, and the remainder of such “Final Payment Fee” (as provided under the Loan Agreement prior to giving effect to this Amendment) is hereby waived by the Lenders. For the avoidance of doubt, and notwithstanding the payment and waiver of fees described in the immediately preceding sentence in connection with the effectiveness of this Amendment, the entire "Final Payment Fee" in the amount of $1,250,000.00 described in Section 2.7(b) of the Loan Agreement (as amended by this Amendment) shall be due and payable in full in the manner provided in Section 2.7(b) and shall not be reduced by the fees paid or waived under this Section 4(k); (l) Oxford Finance LLC, as a Lender, shall have received an amendment fee in the amount of $28,000, Silicon Valley Bank, as a Lender, shall have received an amendment fee in the amount of $12,000, and General Electric Capital Corporation, in its capacity as a Lender, shall have received an amendment fee in the amount of $60,000, which amendment fees which fee shall be fully earned and non-refundable when paid; (m) Agent and the Lenders shall have received payment of all unpaid fees and expenses described in Section 2 hereof that are outstanding as of the date hereof; (n) Agent and the Lenders shall have received evidence satisfactory to Agent that Borrower has on the Second Amendment Effective Date (and prior to the receipt of the additional Term Loan to be made on the Second Amendment Effective Date) unrestricted balance sheet cash and Cash Equivalents of not less than $30,000,000 in one or more deposit accounts or securities accounts over which Agent has obtained control in accordance with the requirements of Section 7.10 of the Loan Agreement (with trade payables being paid currently and expenses and liabilities being paid in the ordinary course of business); (o) Agent shall have received a legal opinion of Borrower’s counsel, in form and substance reasonably satisfactory to Agent and the Lenders; and (vip) Agent and the Agent Lenders shall have received such additional documents, all other documents and instruments and information as the Agent or any Lender may reasonably request deem necessary or appropriate to effect effectuate the transactions contemplated herebyintent and purpose of this Amendment.

Conditions to Effectiveness. The effectiveness of this Second This First Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of on the Consolidated Amendment Date date (as defined below)the “Incremental Effective Date”) is subject to the satisfaction when each of the following conditions precedentshall have been satisfied: (i) the Agent this First Amendment shall have received counterparts of this Second Amendment that, when taken together, bear been executed and delivered by the signatures of the ObligorsBorrower, the Agent Guarantor, the Incremental Lenders and the Required LendersAdministrative Agent; (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all the representations and warranties set forth in Article III of the Obligors contained herein or Credit Agreement and in the each other Credit Documents Loan Document shall be true and correct in all material respects on and as of the date hereof with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Datedate hereof, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties they shall have been be true and correct in all material respects as of the date when madesuch earlier date; (iii) all of the Agent conditions specified in Section 2.21 of the Credit Agreement applicable to the Commitment Increases shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effectbeen satisfied; (iv) the Agent no Event of Default shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory occurred or be continuing on the date hereof immediately after giving effect to the Agent and the Required LendersCommitment Increases; (v) the Agent Borrower shall have received (A) for paid all fees and other amounts due and payable to the benefit of Administrative Agent and the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 belowincluding, (Ba) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letterextent invoiced, dated as reimbursement or payment of August 5, 2013, among the Agent, the Lead Arranger reasonable and the Borrower, (C) all documented out-of-pocket expenses (in connection with this First Amendment and any other out-of pocket expenses of the Administrative Agent, including the reasonable fees fees, charges and disbursements of counsel for the Administrative Agent, in each case as required to be paid or reimbursed pursuant to the AgentCredit Agreement and (b) all fees that are due and payable under any fee letter entered into in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; andFirst Amendment; (vi) the Administrative Agent and each Incremental Lender shall have received a certificate of the Borrower executed by a Responsible Officer of the Borrower (i) attaching resolutions approving and authorizing the execution and delivery of this First Amendment and certifying on behalf of itself and each of the other Loan Parties that the organizational documents of each Loan Party have not been amended or otherwise modified since the Effective Date, (ii) representing that the Borrower is Solvent after giving effect to this First Amendment and (iii) demonstrating that after giving effect to the incurrence of the requested Commitment Increase, the Borrower’s Senior Secured Net Leverage Ratio (assuming such Commitment Increase is fully drawn and otherwise on a Pro Forma Basis as of the then most recently ended Test Period) shall not exceed 2.00:1.00; (vii) each Incremental Lender and the Administrative Agent shall have received received, in form reasonably satisfactory to the Incremental Lenders, a legal opinion of White & Case LLP addressed to the Incremental Lenders party hereto with respect to each Loan Party’s corporate existence, requisite corporate power and authority, and the due execution and delivery of, and enforceability against such additional documentsLoan Party of, instruments this First Amendment; and (viii) the Additional Lender shall have received, at least three Business Days prior to the Incremental Effective Date, all documentation and other information as about the Agent may Loan Parties and Subsidiaries that it shall have reasonably request to effect determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the transactions contemplated herebyUSA Patriot Act.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become be effective as of the Consolidated Amendment Date (as defined below)) is subject to only upon the satisfaction of the following conditions precedentconditions: (a) the Administrative Agent shall have received and approved the following financial statements of ProFitness and its Subsidiaries: (i) the Agent shall have received counterparts audited consolidated balance sheets as of this Second Amendment thatSeptember 30, when taken together2007 for the preceding 21 calendar months, bear the signatures of the Obligors, the Agent and the Required Lendersrelated consolidated statements of income, shareholders’ equity and cash flows for the respective fiscal years then ended; (ii) prior the unaudited consolidated balance sheets as of December 31, 2005 and the related consolidated statements of income, shareholders' equity and cash flows for such fiscal year then ended; and (iii) comparison financial statements of the nine (9) month periods ending September 30, 2006 and ending September 30, 2007. (b) the Lenders shall have received and approved the projected balance sheets, statements of income and statements of cash flows for the Borrower and its Subsidiaries on a quarterly basis for Fiscal Years 2008 and 2009, prepared or approved by the Borrower which shall incorporate the ProFitness Acquisition (the "2008/2009 Projections"); (c) the Borrower shall have executed and delivered Term Notes, in form and substance satisfactory to Administrative Agent, evidencing the Term Loans of each Lender; (d) the Borrower, each of the Guarantors, the Administrative Agent, the Issuing Bank and after giving effect the Lenders shall have executed and delivered a counterpart of this Amendment; (e) the Lenders shall have received and approved of the terms and conditions of the acquisition of ProFitness and all material documents relating thereto, including, the ProFitness Acquisition Agreement and, if requested by Administrative Agent, any due diligence materials delivered or generated in connection therewith; (f) the ProFitness Acquisition shall have been substantially consummated in accordance with the terms of such approved ProFitness Acquisition Agreement and the documentation required by Section 8.18 of the Credit Agreement shall have been executed, as applicable, and delivered to this Second Amendment, the Administrative Agent; (Ag) there shall exist no Default or Event each of Default and (B) all the representations and warranties of the Obligors Borrower contained herein or in the other Credit Documents Section 13 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when madeas of which all of the other conditions contained in this Section 12 shall have been satisfied; (iiih) the Agent Borrower shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, paid the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date11; and (vii) the Administrative Agent shall have received such additional documents, instruments instruments, certificates, opinions and information approvals as the Agent it reasonably may reasonably request to effect the transactions contemplated herebyhave requested.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated date first above written (the “Amendment Date (as defined below)Effective Date”) is subject to the satisfaction of when, and only when, the following conditions precedenthave been satisfied (or waived by the Administrative Agent and the Lenders party hereto in their sole discretion): (a) The Administrative Agent shall have received, in immediately available funds, to the extent invoiced prior to the Amendment Effective Date, reimbursement or payment of all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, but not limited to, the reasonable fees and expenses of counsel (including, but not limited to, one local counsel and any specialist counsel in each relevant jurisdiction) to the Administrative Agent) required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (b) The Administrative Agent shall have received the following documents, each document being dated the date of receipt thereof by the Administrative Agent (which date shall be the same for all such documents, except as otherwise specified below), in form and substance satisfactory to the Administrative Agent: (i) the Agent shall have received either (A) counterparts of this Second Amendment that, when taken together, bear the signatures duly executed by each of the ObligorsBorrowers, the Agent Majority Lenders, the Administrative Agent, the Fronting Banks and the Required LendersSwing Line Lender or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such parties have signed counterparts of this Amendment; (ii) copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the Amendment Effective Date will be deemed to have been delivered under this clause (ii) and the Lenders party hereto acknowledge receipt of each such Disclosure Document); (iii) an opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Associate General Counsel of FirstEnergy Service Company, counsel for the Borrowers; (iv) an opinion of ▇▇▇▇▇ Day, special counsel for the Borrowers; (v) good standing certificates with respect to FE issued no earlier than fifteen (15) days prior to the Amendment Effective Date; (vi) certified copies of (A) the resolutions of the Board of Directors of each Borrower approving this Amendment, the Amended Agreement and the other Loan Documents being executed and delivered in connection with this Amendment to which such Borrower is, or is to be, a party and (B) all documents evidencing any other necessary corporate action with respect to this Amendment, the Amended Agreement and such other Loan Documents; (vii) a certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign this Amendment and each other Loan Document being executed and delivered in connection with this Amendment to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder, (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date, and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (including such Borrower’s Approval) required for the due execution, delivery and performance by such Borrower of this Amendment, the Amended Agreement and each other Loan Document being executed and delivered in connection with this Amendment to which such Borrower is, or is to become, a party; and (viii) a certificate of an Authorized Officer of each Borrower (the statements in which shall be true) certifying that, both before and after giving effect to this Second Amendment, (A) there shall exist no Default or event has occurred and is continuing that constitutes an Event of Default or an Unmatured Default with respect to such Borrower (other than the Relevant Events of Default) and (B) all representations and warranties of the Obligors such Borrower contained herein or in the Amended Agreement and each other Credit Documents shall be Loan Document to which such Borrower is a party are true and correct in all material respects with (or, in the same effect case of any such representation or warranty already qualified by “Material Adverse Effect” or any other materiality qualification, true and correct in all respects) on and as of the Amendment Effective Date, as though such representations and warranties had been made on and as of the Second Amendment Effective Date, except such date (other than any such representation or warranty that by its terms refers to the extent that such representations and warranties expressly relate to an earlier specified a specific date, in which case such representations representation and warranties warranty shall have been be true and correct in all material respects as of the date when made;such specific date). (iiic) the The Administrative Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMTevidence, in form and substance satisfactory to the Administrative Agent, that any defaults related to the occurrence of the Noncompliance Event under any agreements or instruments evidencing any existing Indebtedness of FE exceeding (or with undrawn commitments exceeding) $100,000,000 have been waived, and FE shall have certified to the Administrative Agent and the Required Lenders;Lenders that no such defaults (other than such defaults that have been waived) exist. (vd) (i) FE shall have executed and delivered to the Administrative Agent the fee letter agreement, dated the date hereof, between FE and the Administrative Agent and (ii) FE shall have paid (or caused to be paid) to the Administrative Agent, in immediately available funds, all of the fees payable in accordance with such fee letter agreement. (e) The Administrative Agent shall have received (A) for the benefit of the Lendersall documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the fees required Patriot Act and the Beneficial Ownership Regulation, to be paid the extent such documentation or information is requested by the Borrower pursuant to Section 6 below, (B) for the benefit Administrative Agent on behalf of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or Lender prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated hereby.

Conditions to Effectiveness. The effectiveness agreement of this Second Amendment (other than Prudential and the amendments Series A Purchasers to amend and restate the Credit Existing Agreement set forth in Section 3 hereof, which shall become effective its entirety as of the Consolidated Amendment Date (as defined below)) provided herein is subject to the satisfaction satisfaction, on or before the Effective Date, of the following conditions precedentconditions: (i3A(1) Prudential and the Agent Series A Purchasers shall have received counterparts of this Second Amendment that, when taken together, bear the signatures of the Obligors, the Agent and the Required Lenders; (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes theretofollowing documents, each of which shall be reasonably satisfactory in substance duly executed and form to delivered by the Agent, certified by an Authorized Officer of the Borrower as being true, correct party or parties thereto and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent Prudential and the Required LendersSeries A Purchasers: (i) Second Amended and Restated Parent Guarantee Agreement, dated as of the date hereof, executed by the Parent, in the form of Exhibit D-1 hereto (the “Parent Guaranty”); (ii) Second Amended and Restated Subsidiary Guarantee Agreement, dated as of the date hereof, executed by each of the Subsidiary Guarantors, in the form of Exhibit D-2 hereto (the “Subsidiary Guaranty”); (iii) Second Amended and Restated Subordination Agreement, dated as of the date hereof, by and among the Credit Parties, any of their respective Subsidiaries party to any subordination agreement in connection with the Bank Credit Agreement, Prudential and the Series A Purchasers, in the form of Exhibit E hereto (the “Subordination Agreement”); (iv) Second Amended and Restated Pledge and Security Agreement, dated as of the date hereof, executed by the Obligors and the Subsidiary Guarantors in favor of the Notes Collateral Agent, as secured party, for the benefit of the holders from time to time of Notes, in the form of Exhibit F hereto (the “Pledge Agreement”); (v) the Agent shall have received Intercreditor Agreement; (Avi) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee LetterAmended and Restated Collateral Agency Agreement, dated as of August 5the date hereof, 2013executed by the Issuer, among the AgentPrudential, the Lead Arranger Series A Purchasers and the BorrowerNotes Collateral Agent; (vii) the Bank Credit Agreement, (C) all documented out-of-pocket expenses (including reasonable fees dated as of the date hereof, certified by a Responsible Officer of the Issuer as being true and disbursements correct as of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (viviii) the Agent shall have received such additional documentsother certificates, instruments documents and information agreements as the Agent Prudential may reasonably request to effect the transactions contemplated hereby(including those referenced in paragraph 3B).

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than the amendments to the Credit a) This Agreement set forth in Section 3 hereof, which shall become effective as of on the Consolidated Amendment Date first date (as defined below)the “Effective Date”) is subject to the satisfaction on or after May 9, 2013, when, and only when, each of the following conditions precedenthave been satisfied (or waived) in accordance with the terms therein: (i) the Agent this Agreement shall have received counterparts of this Second Amendment that, when taken together, bear been executed and delivered by the signatures of the ObligorsBorrower, the Agent other Credit Parties and the Required LendersAdministrative Agent; (ii) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iii) the Administrative Agent shall have received a certificate of each Credit Party dated as of the Effective Date signed by an Authorized Officer of such Credit Party (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loans, (B) certifying that the certificate or articles of incorporation or formation 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 this 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 (vi), (vii) and (viii) below; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ Lovells US LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to this Second Amendmentthe Effective Date and the incurrence of the Tranche B-1 Loans thereon, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of made by each Credit Party contained in the Obligors contained herein or Credit Agreement and in the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date, Date (except to the extent that where such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the date when madeEffective Date; (iiiviii) no Default or Event of Default shall exist on the Agent shall have received an executed copy Effective Date before or after giving effect to the effectiveness hereof and the incurrence of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effectTranche B-1 Loans; (ivix) the The Administrative Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Agent Real Property Collateral (together with, to the extent applicable, a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and the Required Lenders;applicable Credit Party relating thereto). (vx) the Agent The Lenders shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and, all documentation and other information reasonably requested by them in writing at least three (3) Business Days prior to the Effective Date in order to allow the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (vib) On the Agent Effective Date, upon the satisfaction of the conditions set forth in Section 4(a) hereof, the outstanding amount of Initial Loans of each Converting Lender (or such lesser amount as may be allocated by the Lead Arranger and/or specified by such Converting Lender in its Tranche B-1 Participation Notice) shall be deemed to be exchanged for an equal outstanding amount of Tranche B-1 Loans under the Credit Agreement. Such exchange shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Administrative Agent. (c) On or prior to the Effective Date, the Lenders (including Existing Lenders and the Fronting Banks, if applicable) shall sell and purchase Initial Loans, and make and receive payments, in immediately available funds, among themselves (and the Fronting Banks, if applicable), as directed by the Lead Arranger, in order to permit the exercise of Section 13.7 of the Credit Agreement. All such sales and purchases shall be deemed to have received been made in compliance with Section 13.6 and Section 13.7 of the Credit Agreement and are hereby ratified and confirmed. The purchases and sales described in this Section 4(c) shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Administrative Agent. (d) To the extent there exists any Reallocated Loans, promptly following the Effective Date (but not later than 30 days following the Effective Date), each New Lender and each Converting Lender purchasing additional documentsTranche B-1 Loans shall purchase Reallocated Loans from the Fronting Banks as directed by the Lead Arranger in accordance with such Participating Lender’s Tranche B-1 Participation Notice and as allocated by the Lead Arranger. Except to the extent otherwise agreed by the Fronting Banks, instruments purchases and information sales of Reallocated Loans shall be made on a ratable basis among the Fronting Banks. (e) To the extent there exists any Non-Participating Lenders, such Non-Participating Lenders shall be replaced (and the Initial Loans of such Non-Participating Lenders shall be assumed) by one or more Converting Lenders pursuant to Section 13.7 of the Credit Agreement as directed by the Lead Arranger. To the extent that this Section 4(e) and Section 4.1(c) cannot be effected or otherwise at the election of the Lead Arranger, each Participating Lender (other than a Converting Lender (except to the extent such Converting Lender is purchasing additional Tranche B-1 Loans)) shall severally advance Tranche B-1 Loans in Dollars on the Effective Date in accordance with its Tranche B-1 Participation Notice (or such lesser amount as the Agent Lead Arranger may reasonably request allocate and/or as such Participating Lender may specify in its Tranche B-1 Commitment). Such funding of Tranche B-1 Loans shall be deemed, automatically and without further act by any Person, to effect constitute a simultaneous (A) Borrowing by the transactions contemplated herebyBorrower of Tranche B-1 Loans pursuant to Section 2.1(a) of the Credit Agreement and (B) prepayment of Initial Loans of Non-Participating Lenders pursuant to Section 5.1 of the Credit Agreement, and such Participating Lenders shall be Tranche B-1 Lenders, and such advance shall constitute a borrowing of Tranche B-1 Loans, for all purposes of the Credit Agreement and the other Credit Documents. (f) Any prepayment of Initial Loans made by the Borrower on the Effective Date but prior to effectiveness of this Agreement may be applied, in the Lead Arranger’s discretion, first, to prepay Initial Loans of Non-Participating Lenders in such manner as the Lead Arranger shall direct, and second, to prepay Initial Loans of Participating Lenders on a pro rata basis (or, with respect to any Participating Lender, such lesser amount as such Participating Lender may agree).

Conditions to Effectiveness. The effectiveness of this Second This Amendment shall be deemed effective (other than the amendments subject to the Credit Agreement set forth in Section 3 hereof, which shall become effective conditions herein contained) as of the Consolidated Amendment Effective Date (as defined below)) is subject to following the satisfaction of the following conditions precedentconditions: (ia) the Administrative Agent shall have received counterparts of this Second Amendment that, when taken together, bear hereof duly executed by the signatures of the ObligorsBorrower, the Agent Administrative Agent, the Issuers and the Required Lenders; (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iiib) the Administrative Agent shall have received for the account of each Lender that has delivered its executed counterpart this Amendment to the Administrative Agent on or prior to the Effective Date, an executed copy amendment fee for each such Lender in an amount equal to one hundred (100) basis points on such Lender’s Percentage of the merger agreement Borrowing Base [established pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each Section 3 of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effectthis Amendment]; (ivc) the Administrative Agent shall have received received, in form and substance satisfactory to it, a pro forma balance sheet letter agreement dated as of PAMTthe Effective Date (the “PP Notes Letter Agreement”), in form and substance satisfactory to the Agent Administrative Agent, among the Parent, EXXI, Inc., as the holder of approximately $126,000,000 of outstanding principal amount of PP Notes (the “Pledged Notes”), and the Required LendersBorrower, pursuant to which (i) EXXI, Inc. agrees to contribute, or cause to be contributed, promptly as capital contributions to the Borrower, the amount of all interest on the Pledged Notes received by EXXI, Inc., (ii) EXXI, Inc. agrees to contribute, or cause to be contributed, promptly as capital contributions to the Borrower, an amount equal to all proceeds (net of reasonable fees and expenses) of the sale, transfer, assignment or other disposition of any of the Pledged Notes (each such capital contribution made in connection with the receipt of such proceeds from any such sale, transfer, assignment or other disposition of Pledged Notes, herein a “Pledged Notes Sales Contribution”) and to cause the Borrower to deposit such Pledged Notes Sales Contribution into a Deposit Account subject to a Control Agreement in favor of the Administrative Agent (and, at the time of entry into such Control Agreement, maintained with a depositary institution reasonably acceptable to the Administrative Agent), (iii) the Parent agrees, for the period from the Effective Date to and including the date when the Borrowing Base is next redetermined in accordance with Section 2.8.2 of the First Lien Credit Agreement, to not make or declare any dividends or other distributions on or with respect to, or on account of, the stock of (or other equity interests in) the Parent, and (iv) EXXI, Inc. and Borrower agree that the payments of interest by the Borrower to EXXI, Inc. on the Pledged Notes (which shall be contributed to capital as provided in (i)) and the Pledged Notes Sales Contributions will be deposited into a Deposit Account subject to a Control Agreement in favor of the Administrative Agent (and, at the time of entry into such Control Agreement, maintained with a depositary institution reasonably acceptable to the Administrative Agent); (vd) Borrower and EXXI, Inc. shall execute and deliver or cause to be executed and delivered to the Administrative Agent, all agreements, documents, instruments and other writings described in Section 5.1.2 of the First Lien Credit Agreement with respect to such Obligor; provided that any such agreements and other writings previously delivered by Borrower to the Administrative Agent may be incorporated by reference into the certificate duly executed and delivered by the Borrower’s Secretary or Assistant Secretary hereunder; and (e) the Administrative Agent shall have received evidence, satisfactory to it, that the Parent has contributed (Aor caused to be contributed through Intermediate Holdco) for not less than $48 million in cash to the benefit Borrower since March 20, 2009, which contribution shall be deposited into one or more Deposit Accounts subject to a Control Agreement in favor of the LendersAdministrative Agent (and, at the fees required to be paid by the Borrower pursuant to Section 6 belowtime of entry into such Control Agreement, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant maintained with a depositary institution reasonably acceptable to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Administrative Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated hereby).

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than the amendments to the Credit This Agreement set forth in Section 3 hereof, which shall become effective as of on the Consolidated date (the “Second Amendment Date (as defined below)Effective Date”) is subject to the satisfaction on which each of the following conditions precedentis satisfied or waived: (a) the Administrative Agent (or its counsel) shall have received (x) (A) from the Required Tranche Lenders for the Term B Facility (determined before giving effect to the replacement of any Non-Consenting Term B Lenders) and each Lender holding Term B Facility Loans (after giving effect to the replacement of any Non-Consenting Term B Lenders), in each case, (i) a Consent signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a Consent and (y) from the Borrower and the Administrative Agent, an executed counterpart to this Agreement. (b) To the extent invoiced at least three (3) Business Days prior to the Second Amendment Effective Date, all of the reasonable and documented out-of-pocket costs and expenses (including the reasonable fees, expenses and disbursements of L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) incurred by the Agents in connection with the negotiation, preparation, execution and delivery of this Agreement shall have been paid. (c) Both immediately prior to and immediately after giving effect to this Agreement: (i) the Agent shall have received counterparts of this Second Amendment that, when taken together, bear the signatures of the Obligors, the Agent and the Required Lenders; (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default shall have occurred and be continuing; and (Bii) all each of the representations and warranties made by the Credit Parties in Section 4 hereof and in Article VIII of the Obligors contained herein or Credit Agreement and in each of the other Credit Documents to which it is a party 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 Second Amendment Effective Date, except to the extent Date (it being understood and agreed that any such representations and warranties expressly relate to representation or warranty which by its terms is made as of an earlier specified date, in which case such representations and warranties date shall have been be required to be true and correct in all material respects only as of such earlier date, and 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 when made;applicable date). (d) (i) all Obligations of the Borrower with respect to the Term B Facility Loans owing to any Non-Consenting Term B Lender being replaced pursuant to Section 2 shall be paid in full to such Non-Consenting Term B Lender concurrently with the assignment described in Section 2, (ii) all Obligations of the Borrower with respect to the Term B Facility Loans owing to any Assigning Consenting Term B Lender shall be paid in full to such Assigning Consenting Term B Lender concurrently with the assignment described in Section 3(b)(i), (iii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer Obligations of the Borrower as being true, correct and complete and with respect to the Cashless Consenting Term B Lender Assigned Amount owing to any Cashless Consenting Term B Lender pursuant to a Cashless Consenting Term B Lender Assignment contemplated by Section 3(c) shall be paid in full force to such Cashless Consenting Term B Lender concurrently with the assignment described in Section 3(c) and effect; (iv) the Replacement Term B Lender shall pay to each such Non-Consenting Term B Lender, each such Assigning Consenting Term B Lender and each such Cashless Consenting Term B Lender an amount equal to (x) in the case of any Non-Consenting Term B Lender and any Assigning Consenting Term B Lender, the principal amount of the Term B Facility Loans held by such Non-Consenting Term B Lender or such Assigning Consenting Term B Lender, as applicable, in each case, plus accrued and unpaid interest thereon, and (y) in the case of any Cashless Consenting Term B Lender, the Cashless Consenting Term B Lender Assigned Amount of such Cashless Consenting Term B Lender, in each case, plus accrued and unpaid interest thereon; and (e) Administrative Agent shall have received a pro forma balance sheet certificate from a Responsible Officer of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, certifying as to clauses (Cc)(i) all documented out-of-pocket expenses and (including reasonable fees and disbursements of counsel to the Agentc)(ii) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebySection 5.

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than the amendments to the Credit This Agreement set forth in Section 3 hereof, which shall become be effective as of the Consolidated Amendment Date date (as defined below)the “Effective Date”) is subject to the satisfaction of that the following conditions precedenthave been met: (i) the Resigning Agent and the Successor Agent shall have received counterparts a counterpart of this Second Amendment thatAgreement, when taken together, bear the signatures executed and delivered by a duly authorized officer of the ObligorsResigning Agent, the Agent Successor Agent, the Required Lenders and the Required LendersLoan Parties, respectively; (ii) prior to the Successor Agent and after giving effect to this Second Amendment, (A) there the Borrower shall exist no Default or Event of Default have executed and (B) all representations and warranties of delivered the Obligors contained herein or Agent Fee Letter in the other Credit Documents 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 Second Amendment Effective Date, except relation to the extent that such representations and warranties expressly relate annual agency fee paid to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when madeSuccessor Agent by the Borrower; (iii) the Resigning Agent or the Borrower shall have delivered to the Successor Agent a true and correct copy of each document listed on Schedules I, III and IV hereto and the Successor Agent shall have confirmed that it has received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, items set forth on each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effectsuch Schedule; (iv) all fees, out-of-pocket costs and expenses (including the legal fees and out-of-pocket expenses of Holland & Knight LLP, Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, and Milbank LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ LLP) and other compensation contemplated hereby or by the Agent Fee Letter that is due and payable to the Successor Agent on or prior to the Effective Date shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders;been paid; and (v) the Resigning Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by from the Borrower pursuant to Section 6 below, (B) for the benefit payment of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger all reasonable and the Borrower, (C) all documented out-of-pocket costs and expenses (incurred in connection with this Agreement, any other Loan Document and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby or thereby, including reasonable fees the fees, disbursements and disbursements other charges of counsel to the Agent) in connection with the preparation, negotiation Resigning Agent and effectiveness of this Second Amendment filing and the other documents being executed or delivered in connection herewith, recording fees and (D) any other amounts due and payable expenses incurred by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Resigning Agent shall have received such additional documents, instruments and information as the Agent may reasonably request in order to effect the transactions contemplated matters covered hereby.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date (as defined below)) is subject to the only upon satisfaction in full of the following conditions precedent:precedent (the first date upon which all such conditions have been satisfied being herein referred to as the "Effective Date"): (ia) the Agent shall have received counterparts of this Second Amendment that, when taken together, bear the signatures of the Obligors, the Agent and the Required Lenders; (ii) immediately prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all the representations and warranties contained in this Amendment and in Section 6 of the Obligors contained herein or in the Loan Agreement and each other Credit Documents Loan Document shall be true and correct in all material respects with on and as of the same effect Effective Date as though such representations and warranties had been made on and as of the Second Amendment Effective Date, such date (except to the extent that where such representations and warranties expressly relate to an earlier specified date, date in which case such representations and warranties shall have been be true and correct in all material respects as of the date when madesuch earlier date); (iiib) no Default or Event of Default shall have occurred and be continuing on the Effective Date or result from this Amendment or the Waiver and Consent, dated as of December 31, 2002, to the Foothill Loan Agreement (the "Foothill Waiver and Consent") becoming effective in accordance with its terms; (c) the Agent Lenders shall have received an all counterparts of this Amendment, duly executed by the Lenders, the Borrowers and the Guarantors and duly acknowledged and agreed upon by the Foothill Agent; (d) the Lenders shall have received a copy of the merger agreement pursuant to which the PAMT Merger will be consummatedFoothill Waiver and Consent and any other agreement, together with all schedules, exhibits and annexes document or instrument related thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer Person of the Borrower AMTROL as being true, complete and correct and complete and in full force and effecteffect on the Effective Date; (ive) pursuant to Section 14(b) of the Agent shall have received a pro forma balance sheet Intercreditor Agreement, dated as of PAMTDecember 26, in form and substance satisfactory 2001 (as hereafter modified, amended and/or restated from time to time, the Agent and "Intercreditor Agreement"), among the Required Lenders; (v) the Agent shall have received (A) for the benefit of Foothill Agent, the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 belowBorrowers, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”)Holdings and AMTROL International Investments Inc., the fees required to be paid by the Borrower pursuant Foothill Agent must have provided its written consent of this Amendment to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective DateLenders; and (vif) all legal matters incident to this Amendment shall be reasonably satisfactory to the Agent shall have received such additional documents, instruments Lenders and information as the Agent may reasonably request to effect the transactions contemplated herebytheir counsel.

Conditions to Effectiveness. The This Waiver shall become effective on the date (the "Waiver Effective Date") when (a) the Sponsor, Holdings and the Borrower shall have executed and delivered the Support Agreement and the Subordination Agreement, and all conditions precedent to the effectiveness of this Second Amendment each of them shall have been satisfied, (other than b) the amendments Administrative Agent shall have received a certificate signed by a Financial Officer of the Borrower substantially in the form attached hereto as Annex I, (c) the Sponsor (i) shall have available to it at least $10,000,000 in cash, cash equivalents and available commitments under its liquidity facility (the "Liquidity Facility") for which all conditions precedent to drawing capable of being satisfied prior to a drawing have been satisfied, (ii) shall have delivered to Cravath, Swaine & Moo▇▇ ▇ true and complete copy of the agreement evidencing the Liquidity Facility and (iii) shall have delivered to the Credit Agreement Administrative Agent an officer's certificate certifying that the conditions set forth in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date (as defined below)) is subject to the satisfaction of the following conditions precedent: sub-clause (i) of this clause (c) have been satisfied and that each document delivered pursuant to sub-clause (ii) of this clause (c) is a true and complete copy thereof, (d) the Sponsor shall have taken such actions that are required pursuant to Section 6 hereof, (e) the Administrative Agent shall have received counterparts of this Second Amendment Waiver that, when taken together, bear the signatures of the ObligorsHoldings, the Agent Borrower and the Required Lenders; (ii) prior to and after giving effect to this Second Amendment, (Af) there the Borrower shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Datehave paid, except to the extent that such representations and warranties expressly relate to an earlier specified dateinvoiced, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements charges of counsel to for the Administrative Agent) in connection with of the preparation, negotiation and effectiveness of this Second Amendment and Administrative Agent required to be paid or reimbursed by the other documents being executed or delivered in connection herewith, Borrower under the Credit Agreement and (Dg) any other amounts due and the Administrative Agent shall have received payment of all fees payable by the Borrower hereunder or under in connection with this Waiver, including the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebyfees described in Section 9 below.

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date (as defined below)) is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent: (a) Agent shall have received all of the following, each in form and substance satisfactory to Agent (each of which shall be deemed to be a “Loan Document” for purposes of the Financing Agreement): (i) the Agent shall have received counterparts of this Second Amendment thatThis Agreement, when taken togetherduly executed by Companies, bear the signatures of the ObligorsParent, the Agent and the Required Lenders; (ii) prior to and after giving effect to this Second AmendmentStock Pledge Agreement covering all shares of capital stock in Cardlock now or hereafter owned by Parent, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or duly executed by Parent, substantially in the other Credit Documents shall be true and correct in all material respects form of Annex I attached hereto; together with the same effect as though original stock certificates evidencing such representations and warranties had been made on and as of the Second Amendment Effective Datecapital stock; together with an undated stock power for each such certificate, except to the extent that such representations and warranties expressly relate to an earlier specified date, executed in which case such representations and warranties shall have been true and correct in all material respects as of the date when madeblank by Parent; (iii) Guaranty as to all indebtedness of Companies to Agent and Lenders, duly executed by Parent, substantially in the Agent shall have received an executed copy form of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effectAnnex II attached hereto; (iv) Subordination Agreement subordinating payment of all indebtedness of Companies to Parent to prior payment in full of the Agent shall have received a pro forma balance sheet Obligations, duly executed by Parent, substantially in the form of PAMT, in form and substance satisfactory to the Agent and the Required Lenders;Annex III attached hereto; and (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such Such additional documents, instruments and information as the Agent may reasonably request request. (b) Agent shall also have received all of the following additional information and documentation, each in form and substance satisfactory to effect Agent: (i) Evidence that the Cardlock Transaction has been consummated consistent with the description of the Cardlock Transaction contained in the Recitals to this Agreement, together with copies of all documents, agreements, materials and certificates executed or issued in connection with the Cardlock Transaction, including, without limitation, the Cardlock Stock Purchase Agreement, including all exhibits and schedules thereto; and (ii) If needed, evidence that Parent and Companies have obtained the consent of Sterling Bank to the Cardlock Transaction; (c) The representations and warranties contained herein and in the Financing Agreement and the other Loan Documents, as each is amended hereby, shall be true and correct as of the date hereof, as if made on the date hereof; (d) No Default or Event of Default shall have occurred and be continuing, unless such Event of Default has been otherwise specifically waived in writing by Agent and Required Lenders; and (e) All corporate proceedings taken in connection with the transactions contemplated herebyby this Agreement and all documents, instruments and other legal matters incident thereto shall be satisfactory to Agent and its legal counsel.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date (as defined below)) is subject only upon satisfaction in full, in a manner reasonably satisfactory to the satisfaction Origination Agent, of the following conditions precedent:precedent (the first date upon which all such conditions shall have been satisfied or waived being herein called the “Third Amendment Effective Date”): (ia) the Agent The Agents shall have received counterparts of this Second Amendment thatAmendment, when taken togetherduly executed by the Loan Parties, bear the signatures of the Obligors, the each Agent and the Required Lenders;. (iib) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all The representations and warranties contained in this Amendment and in Article VI of the Obligors contained herein or Financing Agreement and in the each other Credit Documents Loan Document shall be true and correct in all material respects with (except that such materiality qualifier shall not be applied to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the same effect as though such text thereof, which representations and warranties had been shall be true and correct in all respects subject to such qualification) on and as of the Third Amendment Effective Date, after giving effect to this Amendment (including the waiver set forth in Section 3 hereof), as though made on and as of the Second Amendment Effective Date, except to the extent that such date (unless such representations and or warranties expressly are stated to relate to an earlier specified date, in which case such representations and warranties shall have been be true and correct in all material respects (except that such materiality qualifier shall not be applied to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the date when made;such earlier date). (iiic) the Agent No Default or Event of Default shall have received an executed copy of occurred and be continuing on the merger agreement pursuant Third Amendment Effective Date, after giving effect to which this Amendment (including the PAMT Merger will be consummatedwaiver set forth in Section 3 hereof), together or result from this Amendment becoming effective in accordance with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect;its terms. (ivd) the Agent The Borrowers shall have received a pro forma balance sheet of PAMTpaid on or before the Third Amendment Effective Date all fees, in form costs and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower expenses then payable pursuant to Section 6 below2.06 and Section 12.04, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”)including, without limitation, the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements expenses of (i) S▇▇▇▇▇▇ R▇▇▇ & Z▇▇▇▇ LLP, counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, Origination Agent and (Dii) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior Holland & Knight LLP, counsel to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebyAdministrative Agent.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated date first written above (the “First Amendment Date (as defined below)Effective Date”) is subject to upon the satisfaction of the following conditions precedentconditions: (ia) the The Administrative Agent shall have received executed counterparts of this Second Amendment thatAmendment, when taken together, bear the signatures from each of the Obligors, the Agent Borrower and the Required Lenders; (iib) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iii) the The Administrative Agent shall have received a copy of the certificate of incorporation (or comparable constitutive document) of the Borrower, together with all amendments thereto, certified by the Secretary, Assistant Secretary, or other appropriate officer of the Borrower, and a certificate of good standing, certified by the appropriate governmental officer of its jurisdiction of organization, together with a copy, certified by a Responsible Officer of the Borrower, as applicable, of its by-laws (or any comparable constitutive laws, rules or regulations) and of the resolutions of the finance committee of the board of directors of the Borrower authorizing the execution of this Amendment, and an incumbency certificate, executed by a Responsible Officer the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign this Amendment; (c) The Administrative Agent shall have received a fully executed copy of the merger agreement pursuant First Amendment to which the PAMT Merger will be consummated2024 Revolving Credit Agreement, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (ivd) There shall not have occurred since February 2, 2019 any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect; (e) The Administrative Agent shall have received a pro forma balance sheet the payment of PAMT, in form all fees and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees expenses required to be paid by under the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Commitment Letter and Fee Letter, each dated as of August 5April 11, 20132019 (including, among the Agentwithout limitation, the Lead Arranger and the Borrowerfees, (C) all documented out-of-pocket expenses (including reasonable fees charges and disbursements of counsel to the Administrative Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date); and (vif) At least three (3) Business Days prior to the Agent First Amendment Effective Date, all documentation and other information about the Borrower that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act, that has been requested in writing by any Lender at least 10 business days prior to the First Amendment Effective Date shall have received such additional documents, instruments and information as been provided to the Agent may reasonably request to effect the transactions contemplated herebyrequesting Lenders.

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than the amendments to the This Credit Agreement set forth in Section 3 hereof, which Supplement shall become effective as of on June 8, 2012 (the Consolidated Amendment Date (as defined below)“Term Facility Increase Effective Date”) is subject to the satisfaction of the following conditions precedentwhen: (i) the Agent this Credit Agreement Supplement shall have received counterparts of this Second Amendment that, when taken together, bear been executed and delivered by the signatures of the ObligorsBorrower, the Agent other Loan Parties, each Incremental Term Loan Lender party hereto and the Required LendersAdministrative Agent; (ii) prior to the Administrative Agent shall have received evidence, including UCC, tax and after giving effect to this Second Amendment, (A) there shall exist no Default or Event judgment lien searches from the jurisdiction of Default and (B) all representations and warranties formation and/or jurisdiction of the Obligors contained herein or in the other Credit Documents shall be true and correct in all material respects with the same effect chief executive office, as though such representations and warranties had been made on and as applicable, of each Loan Party, that none of the Second Amendment Effective Date, except Collateral is subject to the extent that such representations and warranties expressly relate to an earlier specified date, any Liens (in which each case such representations and warranties shall have been true and correct in all material respects as of the date when madeother than Permitted Liens); (iii) the Administrative Agent shall have received an executed copy a certificate of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized a Responsible Officer of the Borrower certifying that: (a) each of the 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 being true, correct and complete and defined in full force and effectthe 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 shall have received a pro forma balance sheet may require evidencing the identity, authority and capacity of PAMT, in form each Responsible Officer thereof authorized to execute and substance satisfactory to the Agent deliver this Credit Agreement Supplement and the Required Lendersother documents contemplated hereby; (v) the Agent shall have received Administrative Agent’s receipt of (Aa) for certificates attesting to the benefit Solvency of each Loan Party before and after giving effect to the incurrence of the LendersIncremental 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 fees required to be paid execution, delivery and performance by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger such Loan Party and the Borrowervalidity 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 (Cy) 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 disbursements expenses of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment Administrative Agent and the other documents being executed Arranger, shall have been paid or delivered in connection herewithreimbursed, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Datedate 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 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▇▇▇▇▇ H▇▇▇▇▇▇ & R▇▇▇ LLP, special counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and this Credit Agreement Supplement and the other documents contemplated hereby as the Administrative Agent may reasonably request; and (viviii) to the Agent shall have received such additional documentsextent any Incremental Term Loan Lender is an Additional Term Lender (as defined in Section 2.14(b) of the Credit Agreement), instruments and information as the Agent may reasonably request Administrative Agent’s receipt of a joinder agreement in the form of Exhibit L to effect the transactions contemplated herebyCredit Agreement.

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than the amendments to the Credit Agreement set forth contained in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date (as defined below)) 1 hereof is subject to the conditioned upon satisfaction of the following conditions precedent:precedent (the date on which all such conditions have been satisfied being referred to herein as the “Effective Date”): (ia) the Existing Administrative Agent and the Successor Administrative Agent shall have received counterparts of this Second Amendment that, when taken together, bear the signatures of the Obligors, the Agent and signed by the Required Lenders, each Issuing Lender, each Swing Line Lender, each of the German Lenders, each of the Loan Parties and each of the Foreign Borrowers; (iib) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event each of Default and (B) all the representations and warranties of the Obligors contained herein or in the other Credit Documents Section 6 hereof 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iiic) the Agent Lenders and the Agents (including, for the avoidance of doubt, the Successor Administrative Agent) shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 belowpaid, (B) and all expenses for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses which invoices have been presented (including reasonable fees fees, disbursements and disbursements other charges of counsel to the Agent), on or before the Effective Date; (d) an administrative agent fee letter between the Borrower and the Successor Administrative Agent shall have been executed and delivered by the Borrower; (e) The Borrower shall have entered into arrangements satisfactory to each Issuing Lender to eliminate the risk with respect to the participation of ▇▇▇▇▇▇ Commercial Paper Inc. (“LCPI”) in connection with any Letters of Credit, including cash collateralizing such Defaulting Lender’s Revolving Credit Percentage of the preparation, negotiation and effectiveness of outstanding L/C Obligations unless each Multicurrency Revolving Credit Lender executes this Second Amendment and the other documents being executed amendment under Section 2(lll) of this Amendment becomes effective; (f) the Successor Administrative Agent shall be satisfied that it has received from the Existing Administrative Agent (or delivered Borrower, as applicable) such administrative questionnaires from the Lenders and historical records with respect to the Facilities and the Loan Parties and a schedule of the existing Letters of Credit, in connection herewitheach case, as set forth on Exhibit F and (D) any other amounts due the items listed on Exhibit G, except as set forth therein. If the Existing Administrative Agent is not able to deliver the notes and/or the original stock certificates and payable stock powers to the Successor Administrative Agent by the Borrower hereunder or under Effective Date, this condition to effectiveness shall be deemed satisfied; provided that the Credit Agreement on or prior Successor Administrative Agent receives a satisfactory legal opinion from counsel to the Second Amendment Effective DateBorrower related to perfection of the Successor Administrative Agent’s interest in the notes and/or the original stock certificates; and (vig) the Successor Administrative Agent shall have received such additional other documents, instruments instruments, certificates, opinions and information approvals as the Agent each may reasonably request to effect the transactions contemplated herebyrequest.

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than the amendments to the Credit This Agreement set forth in Section 3 hereof, which shall become effective as of on the Consolidated Amendment Effective Date (as defined below)) is subject to and enforceable against the satisfaction parties hereto upon the occurrence of the following conditions precedent: (ia) the The Administrative Agent shall have received counterparts received: (i) multiple original counterparts, as requested by the Administrative Agent, of this Second Amendment that, when taken together, bear the signatures Agreement duly and validly executed and delivered by duly authorized officers of the ObligorsBorrower, the Agent Guarantors, the Administrative Agent, and the Required Lenders; (ii) prior a certificate, dated as of the Effective Date, duly executed and delivered by the Borrower’s and each Guarantor’s authorized officer as to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event change in the officers’ incumbency delivered in connection with the closing of Default Waiver, Agreement and Amendment No. 7 to Credit Agreement and Amendment to Guarantee and Collateral Agreement dated as of June 12, 2013 (“Amendment No. 7”), among the Credit Parties, the Administrative Agent and certain of the Lenders, which amended the Credit Agreement, (B) all no change in authorizing resolutions delivered in connection with the closing of Amendment No. 7, and (C) no change in organizational documents delivered in connection with the closing of Amendment No. 7 or, if any such changes have occurred, attaching new incumbency certificates, authorizing resolutions and/or organizational documents, as they case may be; and (iii) executed and notarized new mortgages or deeds of trust or supplements to existing mortgages or deeds of trust covering additional Oil and Gas Properties of the Borrower and its Subsidiaries, in form and substance reasonably satisfactory to the Administrative Agent, to the extent necessary to cause the Administrative Agent to have a first priority, perfected Lien (subject only to Liens permitted under Section 9.03 of the Credit Agreement) on at least 80% of the Engineered Value of the Oil and Gas Properties evaluated in the Reserve Reports most recently delivered to the Administrative Agent. (b) The representations and warranties of the Obligors contained herein or in the other Credit Documents this 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties respects. (c) The Borrower shall have been true and correct in all material respects as of paid the date when made; (iiifee required under Section 6(e) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated hereby.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of (the Consolidated “Amendment Date (as defined below)Effective Date”) is subject to the upon satisfaction in full of the following conditions precedent: (ia) the Agent shall have received counterparts of this Second Amendment that, when taken together, bear the signatures of the Obligors, the Agent and the Required Lenders; (ii) prior to and Immediately after giving effect to this Second Amendment, (Ai) there shall exist no Default or Event of Default and (B) all the representations and warranties of contained in this Amendment, the Obligors contained herein or in Credit Agreement and the other Credit Documents shall be true correct on and correct in all material respects with as of the same effect date of this Amendment as though such representations and warranties had been made on and as of the Second Amendment Effective Date, such date (except to the extent that where such representations and warranties expressly relate to an earlier specified date, date in which case such representations and warranties shall have been be true and correct in all material respects as of the date when made;such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing (or would result from this Amendment becoming effective in accordance with its terms). (iiib) the Administrative Agent shall have received an counterparts of this Amendment that bear the signatures of each of Credit Parties, Agents and Lenders. (c) Administrative Agent shall have received the Fifth Amendment Fee Letter, duly executed copy of by the merger agreement pursuant to which parties thereto. (d) Agents shall have received the PAMT Merger will be consummatedCash Flow Forecast for the 13 week period ending May 24, 2008, together with all schedules, exhibits and annexes thereto, each a certificate of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete Holdings stating that such Cash Flow Forecast has been prepared on a reasonable basis and in full force good faith and effect; (iv) is based on assumptions believed by Credit Parties to be reasonable at the Agent time made and from the best information then available to Credit Parties, which Cash Flow Forecast shall have received a pro forma balance sheet of PAMT, be in form and substance satisfactory to the Agent and the Required Lenders;Agents. (ve) Borrowers shall have paid to Administrative Agent, in immediately available funds, all amounts due and owing to any Agent or any Lender in connection with the Credit Documents. (f) Working Capital Agent shall have notified the depository institutions at which any Blocked Account is maintained to sweep all cash, on a daily basis, to Working Capital Agent, and Working Capital Agent shall have agreed to deliver all such funds to Administrative Agent’s Account on a daily basis, subject to the provisos contained in Section 5.15(b). (g) Administrative Agent shall have received a copy of an amendment (A) for or similar agreement), in form and substance reasonably satisfactory to Agents, duly executed by Credit Parties, Working Capital Agent, and Working Capital Lenders amending and waiving the benefit corresponding provisions of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Working Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebyAgreement.

Conditions to Effectiveness. The effectiveness of this Second This First Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as upon satisfaction of the Consolidated Amendment Date (as defined below)) is subject to the satisfaction each of the following conditions precedent: (i) the Agent a. This First Amendment shall have received counterparts of this Second Amendment that, when taken together, bear been duly executed and delivered by the signatures of the ObligorsLoan Parties, the Administrative Agent and the Required Lenders; (ii) prior to , and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iii) the Administrative Agent shall have received an a fully executed copy hereof. b. All necessary consents and approvals to the execution, delivery and performance of this First Amendment shall have been obtained. c. The Domestic Loan Parties shall have entered into the merger agreement pursuant to which Initial Notes Indenture and shall have received the PAMT Merger will be consummated, together with all schedules, exhibits and annexes proceeds under the Notes Purchase Agreement relating thereto, each of which . The Initial Notes Documents shall be reasonably satisfactory in form and substance and form to the Administrative Agent, certified by an Authorized Officer of . d. The Initial Notes Agent and the Borrower as being true, correct and complete and in full force and effect; (iv) the Administrative Agent shall have received a pro forma balance sheet of PAMT, in form and substance entered into the Intercreditor Agreement on terms reasonably satisfactory to the Agent and the Required Lenders;Administrative Agent. (vi) On or prior to the Agent date hereof, Parent shall have received delivered to the trustee under the 6.875% Notes a redemption notice with respect to all 6.875% Notes that remain outstanding, and (Aii) for on or prior to the benefit date hereof, the indenture governing the 6.875% Notes shall have been satisfied and discharged, and shall be of no effect as to the 6.875% Notes, except as set forth in section 8.1(c) of the Lendersindenture governing the 6.875% Notes, as a result of the Parent having complied with all requirements of section 8.1(a) of the indenture governing the 6.875% Notes, including substantially concurrently with the initial funding hereunder, the fees required irrevocable deposit with the trustee under such indenture of such amounts as shall be sufficient without consideration of any reinvestment of interest to be paid by pay and discharge the Borrower entire indebtedness on such 6.875% Notes with respect to principal and accrued interest to the date of redemption of the 6.875% Notes. f. The existing term loan made pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, a credit agreement dated as of August 5October 27, 20132010 shall be paid in full substantially contemporaneously herewith. g. The Borrowers shall have paid (or shall, among the Agentsubstantially concurrently herewith, the Lead Arranger and the Borrower, (Cpay) all documented out-of-pocket Credit Party expenses (including reasonable fees and disbursements of counsel to the Agent) incurred in connection with the preparation, negotiation negotiation, execution and effectiveness delivery of this Second Amendment First Amendment, including, without limitation, reasonable and documented fees and expenses of counsel, to the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable extent required by the Borrower hereunder or under Section 10.04 of the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebyAgreement.

Conditions to Effectiveness. (a) The effectiveness of this Second Amendment (other than the amendments to the Credit Agreement set forth waivers contained in Section 3 hereof, which shall become effective as 1 of the Consolidated Amendment Date (as defined below)) this Agreement is subject to the conditioned upon satisfaction of the following conditions precedent:precedent (the date on which all such conditions precedent in this Section 2(a) have been satisfied being referred to herein as the “Initial Waiver Effective Date”): (i) the Administrative Agent shall have executed this Agreement, shall have received written authorization to execute this Agreement from Lenders constituting the requisite Lenders, and shall have received counterparts of this Second Amendment thatAgreement executed by WTI, when taken together, bear LP and by the signatures Borrower and counterparts of the Obligorsconsent attached hereto as Annex I (the “Consent”) executed by each of the Grantors, as defined in the Agent Guarantee and the Required Lenders;Collateral Agreement; and (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event each of Default and (B) all the representations and warranties of the Obligors contained herein or in the other Credit Documents Section 3 below 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 Second Amendment Initial Waiver Effective Date. (b) The effectiveness of the waivers contained in Section 1 of this Agreement (other than the Tender Offer Commencement Waiver) is further conditioned upon (1) the contemporaneous (A) issuance of the Senior Secured Notes, except (B) repayment of the Term Loans in full and (C) the acceptance for payment by the Borrower of at least a majority in principal amount of the Senior Secured Notes tendered pursuant to the extent that such Tender Offer and (2) satisfaction of the following additional conditions precedent: (i) each of the representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties Section 3 below shall have been be true and correct in all material respects on and as of the date when madeon which all conditions precedent in clause (b)(1) above have been satisfied; (ii) the Administrative Agent shall have received payment in immediately available funds of all expenses incurred by the Administrative Agent (including, without limitation, legal fees) reimbursable under the Credit Agreement and for which invoices have been presented; (iii) WTI, LP, the Borrower, the trustee under the Senior Notes Indenture, the Administrative Agent and the collateral agent (if any) shall have received an duly executed copy of and delivered the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effectIntercreditor Agreement; (iv) the Agent WTI shall have received a pro forma balance sheet of PAMT, in form duly executed and substance satisfactory to delivered the Agent and the Required Lenders;WTI Notes; and (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Administrative Agent shall have received such additional other documents, instruments instruments, certificates, opinions and information approvals as the Agent it may reasonably request to effect the transactions contemplated herebyrequest.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of on [ ], 2013 (the Consolidated “Amendment Date (as defined below)Effective Date”) is subject to the satisfaction of the following conditions precedentwhen: (i) the Agent this Amendment shall have received counterparts of this Second Amendment thatbeen executed and delivered by the Borrower, when taken together, bear the signatures of the ObligorsHoldings, the Agent other Loan Parties, each Additional Lender party hereto and the Required LendersAdministrative Agent; (ii) prior to 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 after giving effect to (z) each Subsidiary Loan Party approving and authorizing the execution, delivery and performance of this Second 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; (Aiii) there the Administrative Agent shall exist no Default or Event of Default have received a legal opinion dated the Amendment Effective Date from Dechert LLP in form and substance reasonably satisfactory to the Arrangers and the Administrative Agent; (Biv) all the representations and warranties set forth in Article III of the Obligors contained herein or Credit Agreement and in the each other Credit Documents Loan Document shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially,” “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects) on and as of the date hereof (both before and after giving effect to the Series B Tranche B Term Loans and the use of proceeds therefrom) with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Datedate hereof, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties they shall have been be true and correct in all material respects as of such earlier date (provided that the date when madesolvency representation will be deemed to have been made on the Amendment Effective Date after giving effect to the Series B Tranche B Term Loans and use of the proceeds therefrom); (iiiv) to the extent not previously delivered, each Additional Lender and the Administrative Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form at least 3 business days prior to the Agent, certified by an Authorized Officer of date hereof all documentation and other information about the Borrower as being trueand the Subsidiary Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, correct and complete and including the PATRIOT Act that has been requested in full force and effectwriting at least 5 business days prior to the date hereof; (ivvi) the Administrative Agent shall have received a pro forma balance sheet Borrowing Request in respect of PAMT, in form and substance satisfactory to the Agent and Series B Tranche B Term Loans as required by Section 2.03 of the Required LendersCredit Agreement; (vvii) immediately prior to and after giving effect to the Proposed Borrowing no Default has occurred or is continuing or shall result from the Proposed Borrowing and the use of proceeds therefrom; (viii) the Administrative Agent shall have received (A) for a certificate, dated the benefit Amendment Effective Date and signed by an authorized officer of the LendersBorrower, certifying compliance with the clauses (iv), (vii) and (ix) of Section 11 of this Amendment and Section 2.20 of the Credit Agreement; (ix) immediately prior to and on a Pro Forma Basis after giving effect to the incurrence of the Series B Tranche B Term Loans and the application of the proceeds therefrom, the Borrower is in compliance with the Financial Performance Covenant recomputed as of the last day of the most recently ended fiscal quarter for which financial statements of the Borrower are available; (x) the Administrative Agent shall have received payment of all fees and out-of- pocket expenses required to be paid or reimbursed by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets as separately agreed by Borrower and ▇.▇. ▇▇▇▇▇▇ Securities LLC (the “Lead Arranger▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC (“Goldman”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter▇▇▇▇▇▇▇ Lynch, dated as of August 5Pierce, 2013▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“ML”), among the Agent▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (“MS”), ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇”) and RBC Capital Markets, LLC (“RBC” and together with ▇.▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇, MS and ▇▇▇▇▇, collectively, the Lead Arranger “Arrangers”), and the Borrower, (C) reimbursement or payment of all documented reasonable out-of-pocket expenses (including the reasonable fees fees, charges and disbursements of counsel ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document; (xi) to the Agentextent not previously delivered, (i) in connection the Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with the preparationrespect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance, negotiation and effectiveness of this Second Amendment and the other documents being if applicable, duly executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder and each Loan Party relating thereto) and (ii) the Administrative Agent shall have received a copy of, or under a certificate as to coverage under, the insurance policies required by Section 5.07 of the Credit Agreement on or prior including, without limitation, flood insurance policies (to the Second Amendment Effective Dateextent required in order to comply with applicable law) and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured, in form and substance reasonably satisfactory to the Administrative Agent; (xii) [the Borrower shall have paid to the Administrative Agent for the account of each Additional Lender the Closing Fee, which Closing Fee may take the form of original issue discount]; and (vixiii) Amendment No. 3 to the Agent Credit Agreement, dated as of [ ], 2013, shall have received such additional documents, instruments and information as become effective in accordance with the Agent may reasonably request to effect the transactions contemplated herebyterms thereof.

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than the amendments to the Credit Agreement consents set forth in Section 2 and the amendments set forth under Section 3 hereof, which shall become effective as of the Consolidated this Consent and Amendment Date (as defined below)) is subject to the satisfaction in full (or waiver by the Required Lenders) of each of the following conditions precedent:precedent set forth in this Section 4 (the date upon which each of such conditions precedent in this Section 4 have been satisfied or waived, the “Consent and Amendment Effective Date”): (i) the Administrative Agent shall have received counterparts of this Second Consent and Amendment that, when taken together, bear the signatures of the ObligorsBorrower, the Agent Guarantors and the Required Lenders; (ii) as consideration for the Lenders’ agreement to enter into the Consent and Amendment, the Administrative Agent shall have received, for the benefit of each of the Lenders that has executed this Consent and Amendment by no later than the Consent and Amendment Effective Date, an amendment fee in an aggregate amount equal to 0.20% of the Commitments reflected on Schedule 1.1 attached hereto for each such Lender; (iii) all costs and expenses due and owing pursuant to Section 12 hereof to the Administrative Agent by the Borrower shall have been paid in full and the Borrower shall have paid any other fees or invoiced expenses of the Administrative Agent; (iv) the Proposed Eros Transaction shall have been consummated or, shall be consummated substantially concurrently with the Consent and Amendment Effective Date, in accordance with the terms set forth in that certain Agreement and Plan of Merger, dated as of an even date herewith, by and among Eros Plc, England Holdings 2, Inc., England Merger Corp., and Parent (the “Merger Agreement”), a copy of which has been previously provided to the Administrative Agent, without giving effect to any modifications, amendments, consents or waivers thereto that in the aggregate are material and adverse to the Lenders without the prior consent of the Required Lenders; provided that the final terms of the Proposed Eros Transaction include: (A) Parent being the indirect wholly-owned subsidiary of Eros Plc and Parent existing as an indirect “sister” subsidiary of Eros International Media Limited; (B) Parent surviving the Merger and continuing to have no business activities other than as permitted pursuant to Section 6.29 of the Credit Agreement and continuing to directly hold 100% of the Equity Interests in the Borrower; and (C) each of the Borrower and the other Credit Parties surviving the Merger; and (D) any changes to the certificate of incorporation (or equivalent) or bylaws (or equivalent) of Parent or any Credit Party shall be satisfactory to the Administrative Agent; (v) not less than $110,000,000 of new equity investment shall have been contributed to Parent or Eros Plc, of which not less than $25,000,000 (which amount is in excess of any amounts being used to repay the Subordinated Debt substantially simultaneously with the consummation of the Proposed Eros Transaction) shall have been contributed to Borrower and not less than $50,000,000 shall remain at Eros Plc pro forma after consummation of the Proposed Eros Transaction; (vi) on a pro forma basis after giving effect to this Second Amendmentthe prepayment of the Subordinated Debt described in Section 2 hereof (the “Proposed Prepayment”), (A) there shall exist no neither any material Default or nor any Event of Default shall have occurred and be continuing as of the Consent and Amendment Effective Date; provided that, for the avoidance of doubt, this clause (Bvi) all shall in no event be construed to permit the consummation of the Proposed Eros Transaction but not the Proposed Prepayment; (vii) the representations and warranties of the Obligors contained herein or in the Credit Agreement and the other Credit Fundamental Documents shall be are 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 Second date of the Consent and Amendment Effective Date, Date (except to the extent that such representations and warranties (a) expressly relate to an earlier specified date, in which case such representations and warranties shall have been were true and correct in all material respects on and as of such earlier date and/or (b) cannot be made as of the date when madeConsent and Amendment Effective Date solely due to the existence of a Default that is not material); (iiiviii) upon the Agent reasonable request of any Lender, the Borrower shall have received an executed copy of the merger agreement pursuant provided to which the PAMT Merger will be consummatedsuch Lender, together with all schedules, exhibits and annexes thereto, each of which such Lender shall be reasonably satisfactory satisfied with, the documentation and other information so requested in substance connection with applicable “know your customer” and form anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) days prior to the Agent, certified by an Authorized Officer of the Borrower as being true, correct Consent and complete and in full force and effectAmendment Effective Date; (ivix) at least three (3) days prior to the Consent and Amendment Effective Date, to the extent that the Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, Borrower shall deliver, to each Lender that so requests the same at least seven (7) days prior to the Consent and Amendment Effective Date, a Beneficial Ownership Certification; (x) the Administrative Agent shall have received a pro forma balance sheet certificate of PAMTthe Secretary, Assistant Secretary or other appropriate officer (or member or manager, as the case may be, in form and substance satisfactory the case of limited liability companies), acceptable to the Agent Administrative Agent, of the Parent and the Required Lenders;Borrower, attesting that the conditions precedent set forth in this Section 4 have been satisfied; and (vxi) the Administrative Agent shall have received (A) received, for the benefit of each of the Lenders, all accrued and unpaid Commitment Fees on the fees required to be paid by amount of the Borrower Commitments so reduced pursuant to Section 6 below, (B) for the benefit 2.6 of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebyAgreement.

Conditions to Effectiveness. The effectiveness of this Second This First Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereofshall not become effective until, which and shall become effective on the date (the “Effective Date”) when, each and every one of the following conditions shall have been satisfied: (a) Executed counterparts of this First Amendment, duly executed by the Company, the Subsidiary Guarantors, Prudential and the Noteholders, shall have been delivered to Prudential and the Noteholders; (b) The Second Amended and Restated Collateral Agency and Intercreditor Agreement, dated as of November 15, 2016, by and among the Consolidated Amendment Date holders of the Notes, the Bank Agent, the Banks, and the Collateral Agent (as defined belowamended, amended and restated, supplemented or modified from time to time in accordance with the terms thereof, the “Intercreditor Agreement”)) is , and acknowledged by the Company, shall remain in full force and effect (it being understood that, subject to the satisfaction of all of the following conditions precedent: (i) set forth in this Section 4, each Series C Purchaser agrees to execute and deliver to the Collateral Agent a joinder to the Intercreditor Agreement in the form of Exhibit E thereto to the extent such Series C Purchaser is not already a party thereto). Prudential and each Noteholder shall have received counterparts of this Second Amendment that, when taken together, bear a fully-executed Reaffirmation and Agreement relating to the signatures of the Obligors, the Agent Intercreditor Agreement in form and substance satisfactory to Prudential and the Required LendersNoteholders; (iic) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all The representations and warranties of the Obligors contained herein or Company and each Subsidiary Guarantor in this First Amendment and in each of the other Credit Transaction Documents to which it is a party shall be true correct when made and correct on the Effective Date; and (d) All corporate and other proceedings taken or to be taken in all material respects connection with the same effect as though such representations transactions contemplated hereby and warranties had been made on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which documents incident thereto shall be reasonably satisfactory in substance and form to the AgentNoteholders, certified by an Authorized Officer of and the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent Noteholders shall have received a pro forma balance sheet all such counterpart originals or certified or other copies of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated such documents as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent it may reasonably request to effect the transactions contemplated herebyrequest.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than shall not become effective, and the amendments Lender shall have no obligation to make the Term C Loan to the Credit Agreement set forth in Section 3 hereofBorrowers, until the date (the “Amendment Effective Date”) on which shall become effective as of the Consolidated Amendment Date (as defined below)) is subject to the satisfaction all of the following conditions precedentprecedent have been satisfied or waived by the Lender in writing: (i) 4.1 The Companies shall have executed and delivered to the Agent Lender this Amendment. 4.2 The Lender shall have received counterparts of this Second Amendment that, when taken together, bear the signatures each of the Obligorsfollowing (together with this Amendment, the Agent and “Amendment Documents”): (a) the Required LendersNew LJH Term Notes, executed by the Borrowers; (iib) prior to the Assignment and after giving effect to this Second AmendmentAcceptance Agreement, (A) there shall exist no Default or Event of Default executed by the Existing Lender, LJH, the Original Lender and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective DateMonroe Investments, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when madeInc.; (iiic) the Amendment No. 4 to Financing Agreement, dated as of April 20, 2006, executed by the Companies and CIT, as Collateral and Administrative Agent shall have received an executed copy of for the merger agreement pursuant to which Lenders and as the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effectsole Lender; (ivd) the Agent shall have received a pro forma balance sheet of PAMTCIT Intercreditor Agreement, executed by CIT and acknowledged and agreed to by each Company; (e) the LJH-Owl Creek Participation Agreement, in form and substance satisfactory to the Agent Lender, executed by LJH and the Required LendersOwl Creek Asset Management; (vf) the Agent Existing Term Notes, together with Allonges in form and substance satisfactory to the Lender, executed by the Original Lender; and (g) all Collateral held by or on behalf of the Existing Lender or the Original Lender (including any certificated equity interests constituting Collateral) with appropriate endorsements and stock powers executed in blank as required by the Lender, in each case, except to the extent such Collateral is held by CIT in accordance with the CIT Intercreditor Agreement. 4.3 Each of the Companies shall have authorized, executed and delivered (as applicable) to the Lender any and all such documents (including, without limitation, UCC financing statement assignments, UCC financing statements and stock powers) and taken all such other actions (including, without limitation, the filing of such UCC financing statements and the delivery of stock certificates) as may have been requested by or on behalf of the Lender, and in the form or manner as may have been so requested, to perfect the security interests and liens created by the Collateral Documents to which such Company is a party or by the Loan Documents as amended by this Amendment, in each case with the priority contemplated by such Collateral Documents or the Loan Documents as so amended. 4.4 The Lender shall have received (A) for the benefit a copy of the Lendersresolutions or consents, in form and substance satisfactory to the fees required Lender, of the Board of Directors or the General Partner of each Company (other than the Parent) authorizing the execution, delivery and performance by such Company of the Amendment Documents to which it is a party and any borrowings to be paid made thereunder or under the Financing Agreement, and the creation and perfection of any security interest and lien, contemplated by this Amendment and the other Loan Documents (as amended by the Borrower pursuant applicable Amendment Documents), certified by the Senior Vice President-Finance (or other authorized officer acceptable to the Lender), or the General Partner, of such Company, as of the Amendment Effective Date, which certification states that the resolutions and consents thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate. 4.5 The Lender shall have received a closing certificate signed by the Senior Vice President-Finance (or other authorized officer acceptable to the Lender), or the General Partner, of each Company, dated the Amendment Effective Date, certifying that (a) the representations and warranties set forth in Section 6 below7.1 of the Financing Agreement and in this Amendment are true and correct in all material respects on and as of such date, (Bb) after giving effect to this Amendment, each Company is on such date in compliance in all material respects with all of the terms and provisions set forth in the Financing Agreement and the other Loan Documents, and (c) after giving effect to this Amendment, no Default or Event of Default exists. 4.6 A certificate of the Secretary or an Assistant Secretary or the Secretary or an Assistant Secretary of the General Partner of each Company, dated the Amendment Effective Date, certifying (a) that attached thereto are certificates of existence for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid each Company issued by the Borrower pursuant secretary of state or other appropriate official of the state of each Company’s state of formation, (b) that except as set forth therein there have been no amendments, modifications, restatements or supplements to or of any Company’s articles of formation or its bylaws, partnership or operating agreement or other constituent documents, and (c) as to the Second incumbency and genuineness of the signature of each officer or general partner of each Company executing this Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrowerother Amendment Documents executed in connection herewith. 4.7 All corporate, (C) organizational and other proceedings, and all documented out-of-pocket expenses (including reasonable fees documents, instruments and disbursements of counsel to the Agent) other legal matters in connection with the preparationtransactions contemplated by this Amendment, negotiation and effectiveness of this Second the other Loan Documents, the Amendment Documents and the other documents being executed or delivered LJH Transaction Documents shall be satisfactory in connection herewithform and substance to the Lender, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent Lender shall have received such additional documents, instruments and information as the Agent may reasonably request to effect other documents in respect of any aspect or consequence of the transactions contemplated herebyhereby or thereby as the Lender shall reasonably request.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date (as defined below)) is subject to the satisfaction in full of the following conditions precedent:(the first date on which all such conditions have been satisfied being herein called the "Effective Date"): (iA) the Agent Lender shall have received counterparts of this Second Amendment thatwhich, when taken together, bear the signatures of the Obligors, the Agent and the Required Lendersall parties hereto; (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iii) the Agent Lender shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits Acknowledgment (in form and annexes thereto, each of which shall be reasonably substance satisfactory in substance and form to the Agent, certified Lender) executed by an Authorized Officer of the Borrower as being true, correct and complete and the Custodian confirming that the Securities Agreement remains in full force and effect; (ivC) the Agent Lender shall have received a pro forma balance sheet promissory note in the form of PAMT, in form and substance satisfactory Exhibit A to the Agent Loan Agreement in the amount of $425,000,000 (a "New Note") which New Note shall replace the Note currently held by the Lender and shall be deemed the Note for purposes of the Loan Agreement and the Required LendersLender shall return the existing Note to the Borrower; (vD) the Agent Lender shall have received a favorable written opinion of Counsel to the Borrower, dated the Effective Date, addressed to the Lender, to the effect that this Amendment and the New Note have been duly executed and delivered by the Borrower and, together with the Loan Agreement as hereby amended, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms and no consent or approval of any governmental authority or regulatory body to the execution, delivery and performance of this Amendment or the New Note or to the borrowings thereunder is required by law, or if any such consent or approval is necessary it has been obtained, which opinion shall be satisfactory to ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Lender; (E) the Lender shall have received (Ai) for the benefit a certificate of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit Manager of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, dated the Effective Date and certifying that (C1) all documented out-of-pocket expenses (including reasonable fees the provisions of the Operating Agreement authorize the Manager to authorize the execution, delivery and disbursements of counsel to the Agent) performance in connection accordance with the preparation, negotiation and effectiveness their terms of this Second Amendment Amendment, the New Note and the other documents being executed or delivered and transactions contemplated by this Amendment and the borrowings under the Note and that the Manager has so authorized and such authorization is in connection herewith, full force and effect and (D2) any other amounts due and payable by neither the certificate of organization nor the Operating Agreement of the Borrower hereunder have been amended since February 5, 1998 and (ii) such other documents as the Lender or under ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP, counsel for the Credit Agreement on or prior to the Second Amendment Effective DateLender, may reasonably request; and (viF) all legal matters in connection with this Amendment shall be satisfactory to ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebyLender.

Conditions to Effectiveness. The effectiveness of this Second Section 2.1. This First Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereofshall not become effective until, which and shall become effective as of (the Consolidated “First Amendment Date (as defined below)Effective Date”) is subject to the satisfaction when, each and every one of the following conditions precedentshall have been satisfied: (ia) executed counterparts of this First Amendment, duly executed by the Company and the holders of 100% of the outstanding Notes shall have been delivered to the Noteholders; (b) executed counterparts of the Intercreditor Agreement, duly executed by the Company, the Bank Creditors, the Collateral Agent, the 2016 Purchasers (as defined in the Intercreditor Agreement) and the the holders of 100% of the outstanding Notes shall have been delivered to the Noteholders; (c) executed counterparts of the Security Agreement, duly executed by the Company, the Specified Subsidiaries (as defined in the Security Agreement) and the Collateral Agent shall have received counterparts of this Second Amendment that, when taken together, bear been delivered to the signatures of the Obligors, the Agent and the Required LendersNoteholders; (iid) prior the Noteholders shall have received evidence satisfactory to and after giving effect them that the Bank Credit Agreement have been amended substantially as proposed in the from annexed hereto annexed hereto as Exhibit B; (e) the holders of Notes shall have received evidence satisfactory to this Second Amendmentthem that the Note Purchase Agreement dated as of December 21, 2016 has been amended substantially as proposed in the form annexed hereto as Exhibit C ; (Af) there shall exist no Default or Event of Default and (B) all the representations and warranties of the Obligors contained herein or in Company set forth Section 5 of the other Credit Documents shall be Note Purchase Agreement, as amended by this First Amendment, are 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 Second Amendment Effective Date, except with respect to the extent that such representations and warranties expressly relate date hereof; (g) the Guaranty Agreement (attached to an earlier specified date, in which case such representations and warranties the Note Purchase Agreement as Exhibit 2) shall have been true duly executed and correct in all material respects as of the date when made; (iii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits delivery by each Restricted Subsidiary and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (ivh) In order to create in favor of the Collateral Agent, for the ratable benefit of the Secured Creditors, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received from the Company and each Subsidiary Guarantor, as applicable, each in a pro forma balance sheet form reasonably satisfactory to the Collateral Agent: (1) evidence satisfactory to Collateral Agent of PAMTthe compliance by Company and each Subsidiary Guarantor, as applicable, with their respective obligations under the Intercreditor Agreement and the other Collateral Documents (including their obligation to execute or authorize, as applicable, and deliver UCC financing statements, assignments and originals of securities, instruments and chattel paper); (2) evidence that each Company and each Subsidiary Guarantor shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by any Agent; (i) The Collateral Agent shall have received the results of a Lien search (including a search as to judgments, pending litigation, bankruptcy, tax and intellectual property matters), in form and substance reasonably satisfactory to thereto, made against the Agent Company and the Required Lenders;Subsidiary Guarantors, if any, under the UCC (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the UCC should be made to evidence or perfect security interests in all assets of the Company and the Subsidiary Guarantors, if any, indicating among other things that the assets of the Company and the Subsidiary Guarantors are free and clear of any Lien (except for Permitted Encumbrances); and (vj) the Agent Company shall have received (A) for the benefit of the Lenders, paid the fees required to be paid by the Borrower pursuant to Section 6 belowand expenses of C▇▇▇▇▇▇ and C▇▇▇▇▇ LLP, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) Noteholders, in connection with the negotiation, preparation, negotiation approval, execution and effectiveness delivery of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebyFirst Amendment.

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date (as defined below)) is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by the Bank: (ia) the Agent The Bank shall have received counterparts (i) this Amendment, duly executed by the Borrower and each Guarantor, (ii) the Second Amended and Restated Revolving Line of this Second Amendment thatCredit Note, when taken togetherduly executed by the Borrower, bear in form and substance satisfactory to the signatures of Bank and its counsel and (iii) the ObligorsAmended and Restated Stock Pledge Agreement, duly executed by Fossil, Inc., in form and substance satisfactory to the Agent Bank and its counsel (the Required Lenders“Stock Pledge Agreement”); (iib) prior There shall have been no material adverse change in the business or financial condition of the Borrower or any Guarantor; (c) There shall be no material adverse litigation, either pending or threatened, against the Borrower or any Guarantor that could reasonably be expected to and after giving have a material adverse effect to this Second Amendment, on the business or financial condition of the Borrower or such Guarantor; (Ad) there shall exist no Default or Event of Default and (B) all The representations and warranties of the Obligors contained herein or and in the Agreement and the other Credit Documents Loan Documents, as each is amended hereby, 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when madehereof, as if made on the date hereof; (iiie) No default or Event of Default under the Agent Agreement, as amended hereby, shall have occurred and be continuing, unless such default or Event of Default has been specifically waived in writing by the Bank; (f) All requisite corporate, partnership or trust proceedings, as appropriate, shall have been taken the Borrower and each Guarantor to authorize the execution, delivery and performance of this Amendment, and such proceedings and other legal matters incident thereto shall be satisfactory to the Bank and its legal counsel; and (g) The Bank shall have received an executed copy of from the merger agreement pursuant to which Company or the PAMT Merger will be consummatedBorrower, together with as appropriate, all schedules, exhibits fees and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; expenses (ivif any) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by to the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower Bank pursuant to the Second Amendment Fee LetterAgreement, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated amended hereby.

Conditions to Effectiveness. The effectiveness Sections 1 and 2 of this Second Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become be deemed effective as of the Consolidated Amendment Date (as defined below)) is subject to the satisfaction date when each of the following conditions precedent:precedent have been satisfied (such effective date occurring upon satisfaction of such conditions precedent being referred to herein as the "SECOND AMENDMENT EFFECTIVE DATE"): (i) 3.1. The Required Class Lenders shall have delivered to the Administrative Agent an executed original or facsimile of a counterpart of this Amendment, the Second Amendment to the Second Amended and Restated Credit Agreement of even date herewith and the Third Amendment to the Amended and Restated 364 Day Credit Agreement of even date herewith. 3.2. The Borrower shall have delivered to the Administrative Agent executed copies of this Amendment and each of the other Credit Parties shall have delivered to the Administrative Agent executed copies of the Guarantors' Consent and Acknowledgment to this Amendment in the form attached hereto. 3.3. All fees owing to the Administrative Agent by the Borrower and all attorneys fees and disbursements incurred by the Agents in connection with the administration of the Credit Agreement and/or this Amendment shall have been paid. 3.4. The Administrative Agent shall have received counterparts a secretary's or assistant secretary's certificate of Borrower certifying board resolutions authorizing the execution, delivery and performance of this Second Amendment that, when taken together, bear the signatures of the Obligors, the Agent and the Required Lenders;by Borrower. (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all 3.5. The representations and warranties of the Obligors contained herein or in the other Credit Documents Section 4 hereof 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 respects. 3.6. All conditions set forth in Sections 3.1 through 3.5 of the Second Amendment Effective Date, except to the extent that such representations Second Amended and warranties expressly relate Restated Credit Agreement of even date herewith and the Third Amendment to an earlier specified date, in which case such representations the Amended and warranties Restated 364 Day Credit Agreement of even date herewith shall have been true and correct in all material respects as of the date when made; (iii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebysatisfied.

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than the amendments to the Credit This Forbearance Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date date first written above (as defined below)the "Forbearance Effective Date") is subject to upon the satisfaction of each of the following conditions precedentconditions: (ia) the Agent The Lender shall have received this Forbearance Agreement (or counterparts of this Second Amendment that, when taken together, bear the signatures of the Obligors, the Agent hereof) duly executed by each Credit Party and the Required LendersLender; (b) The Lender shall have received a certificate signed by a duly authorized officer of each Borrower and each of the Credit Parties certifying, as of the Forbearance Effective Date, (i) that all conditions precedent to the effectiveness of this Forbearance Agreement have been satisfied, (ii) prior to and after giving effect to this Second Amendmentthat no Events of Default other than the Specific Events of Default have occurred, (Aiii) there shall exist that since the date of the Loan Agreement, no Default amendments, modifications or Event other changes have been made to each Borrower's or Credit Parties' articles of Default incorporation, certificate of formation, bylaws, operating agreements or to any other organizational or governing documents of such Borrower or Credit Parties and (Biv) all the resolutions of each Borrower's and Credit Parties' board of directors or managers authorizing the execution, delivery and performance of this Forbearance Agreement and the transactions contemplated hereby; (c) All of the representations and warranties of the Obligors each Borrower and Credit Parties contained herein or in the other Credit Documents this Forbearance 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 Second Amendment Forbearance Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iiid) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which transactions described in this Forbearance Agreement shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective DateLender; and (vie) the Agent Borrower shall have received such additional documentspaid, instruments or the Credit Parties shall cause the Borrower to pay, to the Lender, in immediately available funds, to the extent provided in Section 11(n) hereof, all fees and information expenses reimbursable by Borrower and the Credit Parties as of the Agent may reasonably request Forbearance Effective Date pursuant to effect Section 6(b) of the transactions contemplated herebyLoan Agreement and Section 18 hereof.

Conditions to Effectiveness. The effectiveness of parties hereto hereby agree that this Second Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become be effective as of the Consolidated Amendment Date (as defined below)) is subject to the upon satisfaction of the following conditions precedent: (ia) This Agreement shall have been executed and delivered by the Administrative Agent, the Collateral Agent, the Required Lenders, all Lenders whose Commitment is increased upon the effectiveness of this Agreement, the Borrower and the other Loan Parties. (b) The Administrative Agent shall have received counterparts a completed and executed Lender Addendum from each Lender whose Commitment is increased upon the effectiveness of this Second Amendment that, when taken together, bear Agreement. (c) There shall have been delivered to the signatures of the Obligors, the Administrative Agent and the Required Lenders;Collateral Agent such other documents, instruments, agreements, certificates and legal opinions as the Administrative Agent and/or the Collateral Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including all those listed in the Closing Checklist attached hereto as Annex I. (iid) prior The Administrative Agent shall have received, for the account of Lenders whose Commitments are increased on the First Amendment Effective Date, an amendment fee in the amount of $43,750 (to be allocated by the Administrative Agent among such Lenders based on the percentage of the Increased Commitment Amount represented by the amount of increase in the Commitment of each such Lender), which fee, once paid, shall be nonrefundable and after giving effect shall not be creditable against any other fees payable in connection with the Credit Agreement or the other Loan Documents. (e) The Administrative Agent and the Collateral Agent shall have received all fees payable pursuant to this Second Amendmentthat certain Fee Letter, dated as of the date hereof, by an among the Administrative Agent, the Collateral Agent and the Borrower. (Af) there shall exist no Default or Event of Default and (B) all The representations and warranties of the Obligors contained herein or in the other Credit Documents shall be true and correct in all material respects with the same respects, and, after giving effect as though such representations and warranties had been made to this Agreement, no Event of Default or Default shall exist on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebyhereof.

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which This Waiver shall become not be effective as until each of the Consolidated Amendment Date (as defined below)) is subject following conditions precedent has been fulfilled to the satisfaction of the following conditions precedent:Agent (at the direction of the Required Lenders): (ia) This Waiver shall have been duly executed and delivered by the Borrower, the other Loan Parties, the Agent, and the Required Lenders, and the Agent shall have received counterparts of this Second evidence thereof. (b) The Agent shall have received a duly executed and effective Amendment thatto Fourth Amendment to Third Amended and Restated Credit Agreement Side Letter, when taken together, bear the signatures dated as of the Obligorsdate hereof, by and among the Borrower, the Agent and the Required Lenders;Lenders party thereto (the “Side Letter Amendment”). (iic) prior to All action on the part of the Borrower and after the other Loan Parties necessary for the valid execution, delivery and performance by the Borrower and the other Loan Parties of this Waiver and the other Loan Documents shall have been duly and effectively taken. (d) After giving effect to this Second AmendmentWaiver, (A) there shall exist no Default or Event of Default shall have occurred and be continuing. (Be) The Borrower shall have paid in full all representations fees and warranties expenses of the Obligors contained herein Agent (including the reasonable and documented fees and expenses of counsel for the Agent) and the KKR Representative (including those of King & Spalding LLP and Province Inc.) due and payable on or prior to the date hereof, and in the other Credit Documents 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 case of the Second Amendment Effective Dateexpenses, except to the extent that such representations and warranties expressly relate invoiced at least one (1) Business Day prior to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made;hereof. (iiif) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the The Agent shall have received a pro forma balance sheet of PAMTduly executed waiver by the Borrower, in form and substance satisfactory to the BoA Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower Lenders party thereto pursuant to Section 6 below, which the BoA Agent and Lenders party thereto waive the Unqualified Audit Requirement (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”as defined therein), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated hereby.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of on February 20, 2013 (the Consolidated “Amendment Date (as defined below)Effective Date”) is subject to the satisfaction of the following conditions precedentwhen: (i) the Agent this Amendment shall have received counterparts of this Second Amendment thatbeen executed and delivered by the Borrower, when taken together, bear the signatures of the ObligorsHoldings, the Agent other Loan Parties, each Additional Lender party hereto and the Required LendersAdministrative Agent; (ii) prior to 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 after giving effect to (z) each Subsidiary Loan Party approving and authorizing the execution, delivery and performance of this Second 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; (Aiii) there the Administrative Agent shall exist no Default or Event of Default have received a legal opinion dated the Amendment Effective Date from Dechert LLP in form and substance reasonably satisfactory to the Arrangers and the Administrative Agent; (Biv) all the representations and warranties set forth in Article III of the Obligors contained herein or Credit Agreement and in the each other Credit Documents Loan Document shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially,” “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects) on and as of the date hereof (both before and after giving effect to the Series B Tranche B Term Loans and the use of proceeds therefrom) with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Datedate hereof, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties they shall have been be true and correct in all material respects as of such earlier date (provided that the date when madesolvency representation will be deemed to have been made on the Amendment Effective Date after giving effect to the Series B Tranche B Term Loans and use of the proceeds therefrom); (iiiv) to the extent not previously delivered, each Additional Lender and the Administrative Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form at least 3 business days prior to the Agent, certified by an Authorized Officer of date hereof all documentation and other information about the Borrower as being trueand the Subsidiary Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, correct and complete and including the PATRIOT Act that has been requested in full force and effectwriting at least 5 business days prior to the date hereof; (ivvi) the Administrative Agent shall have received a pro forma balance sheet Borrowing Request in respect of PAMT, in form and substance satisfactory to the Agent and Series B Tranche B Term Loans as required by Section 2.03 of the Required LendersCredit Agreement; (vvii) immediately prior to and after giving effect to the Proposed Borrowing no Default has occurred or is continuing or shall result from the Proposed Borrowing and the use of proceeds therefrom; (viii) the Administrative Agent shall have received (A) for a certificate, dated the benefit Amendment Effective Date and signed by an authorized officer of the LendersBorrower, certifying compliance with the clauses (iv), (vii) and (ix) of Section 11 of this Amendment and Section 2.20 of the Credit Agreement; (ix) immediately prior to and on a Pro Forma Basis after giving effect to the incurrence of the Series B Tranche B Term Loans and the application of the proceeds therefrom, the Borrower is in compliance with the Financial Performance Covenant recomputed as of the last day of the most recently ended fiscal quarter for which financial statements of the Borrower are available; (x) the Administrative Agent shall have received payment of all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets as separately agreed by Borrower and ▇.▇. ▇▇▇▇▇▇ Securities LLC (the “Lead Arranger▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC (“Goldman”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter▇▇▇▇▇▇▇ Lynch, dated as of August 5Pierce, 2013▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“ML”), among the Agent▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (“MS”), ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇”) and RBC Capital Markets, LLC (“RBC” and together with ▇.▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇, MS and ▇▇▇▇▇, collectively, the Lead Arranger “Arrangers”), and the Borrower, (C) reimbursement or payment of all documented reasonable out-of-pocket expenses (including the reasonable fees fees, charges and disbursements of counsel ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document; (xi) to the Agentextent not previously delivered, (i) in connection the Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with the preparationrespect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance, negotiation and effectiveness of this Second Amendment and the other documents being if applicable, duly executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder and each Loan Party relating thereto) and (ii) the Administrative Agent shall have received a copy of, or under a certificate as to coverage under, the insurance policies required by Section 5.07 of the Credit Agreement on or prior including, without limitation, flood insurance policies (to the Second Amendment Effective Dateextent required in order to comply with applicable law) and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured, in form and substance reasonably satisfactory to the Administrative Agent; (xii) the Borrower shall have paid to the Administrative Agent for the account of each Additional Lender the Closing Fee, which Closing Fee may take the form of original issue discount; and (vixiii) Amendment No. 3 to the Agent Credit Agreement, dated as of February 15, 2013, shall have received such additional documents, instruments and information as become effective in accordance with the Agent may reasonably request to effect the transactions contemplated herebyterms thereof.

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than the amendments a) Subject to the Credit Agreement set forth limited exception in Section 3 hereof5(b) below, which this Amendment shall become effective as of when, and only when, the Consolidated Amendment Date (as defined below)) is subject to the satisfaction of Administrative Agent shall have received the following conditions precedenton or before the Execution Date: (i) the Agent shall have received counterparts of this Second Amendment that, when taken together, bear the signatures duly executed and delivered on behalf of the Obligors, the Agent Borrower and the Required all Lenders; (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties a Secretary’s Certificate of the Obligors contained herein or Borrower, including resolutions authorizing the execution, delivery and performance of this Amendment and any other documents signed in connection therewith, and the other Credit Documents shall be true Borrower’s articles of formation, evidence of existence and correct in good standing, and incumbency certificate, all material respects with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Administrative Agent; (iii) the Ratification and Affirmation of Guarantors duly executed and delivered on behalf of the Guarantors; (iv) such other documents, instruments and agreements as the Administrative Agent reasonably deems necessary, in form and substance reasonably satisfactory to the Required Lenders;Administrative Agent; and (v) all fees and other amounts due and payable, including to the Agent shall have received (A) for the benefit extent invoiced, reimbursement or payment of the Lenders, the fees all out-of-pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 6 below9. (b) In addition to the satisfaction of the conditions in Section 5(a), (B) for the benefit modification to the definition of PNC Capital Markets LLC “Maturity Date” in this Amendment shall not become effective until the date that the following additional conditions precedent have been satisfied (the “Lead ArrangerFinal Effective Date”)): (i) the Administrative Agent shall have received from the Borrower fully executed copies of the membership interest purchase and sale agreement, evidence of assignment and such other documents, instruments and agreements as the Administrative Agent reasonably deems necessary, in form and substance reasonably satisfactory to the Administrative Agent to evidence the ▇▇▇▇▇▇▇▇’▇ Bend Sale; (ii) the Sale Date shall have occurred on or before March 8, 2013; (iii) the Borrower shall have paid to the Administrative Agent, for the account of each Lender, a fee in the amount of 5 bps based on the Lender’s pro rata share of the post-asset sale borrowing base; and (iv) the Administrative Agent shall have received from the Borrower (1) proceeds from the ▇▇▇▇▇▇▇▇’▇ Bend Sale in an amount sufficient to prepay the Total Revolving Credit Exposure to any amount equal to or lesser than the Borrowing Base as adjusted on the Sale Date so that no Borrowing Base Deficiency will result after giving effect to the ▇▇▇▇▇▇▇▇’▇ Bend Sale, and (2) all fees and other amounts due and payable, including to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 9. (c) No Default or Event of Default exists on the Second Amendment Fee LetterExecution Date, dated Final Effective Date or will arise as a result of August 5, 2013, among the Agent, the Lead Arranger execution and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness effect of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebyAgreement.

Conditions to Effectiveness. The effectiveness of this Second Third Amendment (other than and the amendments to the Credit Agreement agreements of Lender set forth in Section 3 hereofherein, which shall become effective as of the Consolidated Amendment Date (as defined below)) is are subject to the satisfaction of the following conditions precedent: (i) the Agent shall have received counterparts of this Second Amendment that, when taken together, bear the signatures of the Obligors, the Agent and the Required Lenders; (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to Lender in its sole discretion: (a) Lender shall have received each of the Agent following, each in form and substance satisfactory to Lender in its sole discretion, and, where applicable, each duly executed by each party thereto, other than Lender: (i) This Third Amendment, duly executed by an authorized officer of Borrower; and (ii) The Second Amended and Restated Promissory Note attached hereto as Exhibit E; and (iii) Borrower shall have paid or authorized Lender to charge its loan account for $200,000 in connection with the Required Lenders;provisions contained in this Third Amendment; and (iv) Borrower shall have furnished to Lender evidence, reasonably satisfactory to Lender, that its bond obligations maturing in April 2010 have been fully paid and retired; and (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the All other documents being executed Lender may request with respect to any matter relevant to this Third Amendment or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated hereby. (b) The representations and warranties contained herein and in the Loan Agreement and the Schedules and Exhibits thereto and the other documents executed in connection with the Loan Agreement (herein referred to as "Loan Documents"), as each is amended hereby, shall be true and correct as of the date hereof, as if made on the date hereof, except for such representations and warranties as are by their express terms limited to a specific date. (c) All proceedings taken in connection with the transactions contemplated by this Third Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to Lender. (d) Borrower shall have paid Lender for all fees, costs and expenses incurred by Lender in preparation and execution of this Third Amendment.

Conditions to Effectiveness. The effectiveness of this Second 3.1 This Fourth Amendment shall be deemed closed (other than but the amendments to set forth in Sections 1.2 through 1.4 hereof will not be effective until the Credit Agreement conditions in Section 3.2 are satisfied) when each and every one of the following conditions shall have been satisfied; and the amendments set forth in Section 3 hereof, which 1.1 of this Fourth Amendment shall become be effective as of when the Consolidated Amendment Date (as defined below)condition set forth in Section 3.1(a) is subject to the satisfaction of the following conditions precedenthas been satisfied: (ia) Executed counterparts of this Fourth Amendment, duly executed by the Agent Company, the Subsidiary Guarantors and the holders, shall have been delivered to the Noteholders; (b) The Noteholders shall have received counterparts of this Second Amendment thatan amendment to the 2006 Note Purchase Agreement, when taken togetheran amendment to the Credit Agreement, bear an amendment to the signatures of the ObligorsIntercreditor Agreement and all agreements and documents executed in connection therewith, the Agent and all such amendments and other agreements and documents shall be executed simultaneously herewith, shall be satisfactory to the Required LendersHolders and shall automatically become effective simultaneously with this Fourth Amendment when the conditions specified in Section 3.2 hereof are satisfied; (iic) prior The Company shall have paid a nonrefundable amendment fee to each Noteholder and after giving effect each holder of the notes outstanding under the 2006 Note Purchase Agreement, by wire transfer of immediately available funds, pro rata in proportion to this Second Amendmentthe principal amount of the Notes and the notes outstanding under the 2006 Note Purchase Agreement held by such Noteholder or holder of the notes outstanding under the 2006 Note Purchase Agreement, as the case may be, in an aggregate amount for all Noteholders and holders of the notes outstanding under the 2006 Note Purchase Agreement equal to $90,000; (Ad) there shall exist no Default or Event of Default and (B) all The representations and warranties of the Obligors contained herein or Company set forth in the other Credit Documents Section 2 hereof shall be true and correct on the date of the effectiveness of this Fourth Amendment; and (e) All corporate and other proceedings taken or to be taken in all material respects connection with the same effect as though such representations transactions contemplated hereby and warranties had been made on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which documents incident thereto shall be reasonably satisfactory in substance and form to the AgentNoteholders, certified by an Authorized Officer of and the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent Noteholders shall have received a pro forma balance sheet all such counterpart originals or certified or other copies of PAMTsuch documents as it may reasonably request. 3.2 If the conditions in Section 3.1 are satisfied, the amendments in Sections 1.2 through 1.4 of this Fourth Amendment shall become effective automatically as of the date (the “Effective Date”) (i) the 2009 Equity Offering shall have closed and the gross proceeds thereof shall be greater than 90% of the lower end of the range of such gross proceeds described to the Noteholders as of September 15, 2009, (ii) the Company shall have received the Net Cash Proceeds from the 2009 Equity Offering in immediately available funds; provided that such events occur on or before September 30, 2009, and (iii) the Noteholders shall have received an opinion of counsel to the Company and the Guarantors, in form and substance satisfactory to the Agent Noteholders. If such events do not occur on or before September 30, 2009 then the amendments in Sections 1.2 through 1.4 of this Fourth Amendment shall be null and void. The Company acknowledges that it shall use 50% of such Net Cash Proceeds from the 2009 Equity Offering as mandatory prepayments as required by the Note Purchase Agreement, as amended by this Fourth Amendment, and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebyIntercreditor Agreement.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of on the Consolidated date (such date, the "Amendment Date (as defined below)Closing Date") is subject to upon which the satisfaction of the following conditions precedentAgent receives: (ia) the Agent shall have received counterparts hereof, executed and delivered by a duly authorized officer of this Second Amendment thateach Borrower, when taken together, bear the signatures of the Obligors, the Agent each Supplemental Lender and the Required Lenders; (b) counterparts of the Security Amendment, executed and delivered by a duly authorized officer of each party thereto; (c) an amendment fee, for the ratable account of the Lenders which execute and deliver this Amendment on or prior to 12:00 Noon (New York City time) on Wednesday, June 9, 1999 (or such later date as the Agent and the Borrower shall agree), in the amount equal to 0.125% of the amount of the Domestic Revolving Credit Commitments then in effect, the UK Revolving Credit Commitments then in effect and the aggregate then outstanding principal amount of the Domestic Term Loans and the UK Term Loans; (d) a Secretary's Certificate, executed and delivered by a duly authorized Secretary or Assistant Secretary of the Company, certifying as to (i) the names and true signatures of the officers of the Company authorized to sign this Amendment and each other document, instrument and agreement contemplated hereby, (ii) prior to the authenticity and after giving effect to this Second Amendment, (A) there shall exist no Default or Event completeness of Default and (B) all representations and warranties an attached copy of the Obligors contained herein or in Certificate of Formation (and each amendment thereto) of the other Credit Documents shall be Company, as certified (as of a recent date which is satisfactory to the Administrative Agent) by the Secretary of State of Delaware as being a 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 Second Amendment Effective Datecomplete copy thereof, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iii) the Agent shall have received authenticity and completeness of an executed attached copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits Limited Liability Company Agreement (and annexes each amendment thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer ) of the Borrower as being true, correct Company and complete and in full force and effect; (iv) the Agent authenticity, completeness and continuing effect of the resolutions of the Members of the Company approving this Amendment, each other documents, instrument and agreement contemplated hereby to which the Company is a party and the borrowing and repayment by the Borrower of the Supplemental Loans in accordance with the terms of the Credit Agreement. Such Secretary's Certificate shall have received a pro forma balance sheet of PAMT, be in form and substance reasonably satisfactory to the Agent and shall be dated as of a date which is not earlier than the Required Lendersdate hereof; (ve) a Secretary's Certificate, executed and delivered by a duly authorized Secretary or Assistant Secretary of each Affiliate or Subsidiary of the Company which is a party to a Guarantee or Security Document, certifying as to (i) the Agent shall have received (A) for the benefit names and true signatures of the Lendersofficers of such Affiliate or Subsidiary authorized to sign the Security Amendment and each other document, instrument and agreement contemplated hereby to which such Subsidiary or Affiliate (as the fees required case may be) is a party, (ii) the authenticity and completeness of an attached copy of the Certificate of Incorporation (or analogous document) and each amendment thereto of such Subsidiary or Affiliate, as certified (as of a recent date which is satisfactory to be paid the Administrative Agent) by the Borrower pursuant to Section 6 belowSecretary of State of jurisdiction of organization thereof as being a true and complete copy thereof, (Biii) for the benefit authenticity and completeness of PNC Capital Markets LLC an attached copy of By-Laws (or analogous document) and each amendment thereto of such Subsidiary or Affiliate and (iv) the “Lead Arranger”)authenticity, completeness and continuing effect of the fees required resolutions of the Board of Directors of such Subsidiary or Affiliate, approving the Security Amendment, each other documents, instrument and agreement contemplated hereby to which such Subsidiary or Affiliate (as the case may be) is a party and the other matters contemplated by this Amendment. Such Secretary's Certificate shall be paid by the Borrower pursuant in form and substance reasonably satisfactory to the Second Amendment Fee Letter, Agent and shall be dated as of August 5, 2013, among a date which is not earlier than the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated hereby.date hereof;

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than the amendments to the Credit This Agreement set forth in Section 3 hereof, which shall become effective on the date (the “Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein: (a) this Agreement shall have been executed and delivered by the Borrower, Holdings, the Subsidiary Guarantors, the Administrative Agent, Revolving Lenders signatory hereto, the Swingline Lender and the Issuing Bank; (b) the Administrative Agent shall have received a certificate dated as of the Consolidated Amendment Effective Date (as defined below)) is subject to the satisfaction and executed by a Responsible Officer of the following conditions precedent: Borrower certifying that (i) the Agent shall have received counterparts of this Second Amendment that, when taken together, bear the signatures of the Obligors, the Agent and the Required Lenders; (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of each Loan Party set forth in Article 3 of the Obligors contained herein or Credit Agreement and in the each other Credit Documents Loan Document shall be true and correct in all material respects on and as of the Effective Date with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Datesuch date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties they shall have been be true and correct in all material respects as of such earlier date, and (ii) as of the date when madeEffective Date, no Event of Default shall exist; (iiic) substantially concurrently with the effectiveness of this Agreement, the Administrative Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits fees and annexes thereto, each of which shall be reasonably satisfactory in substance other amounts due and form payable on or prior to the AgentEffective Date under the Credit Agreement or this Agreement, certified by an Authorized Officer of the Borrower as being trueincluding, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and extent invoiced at least one Business Day prior to the Required Lenders; (v) the Agent shall have received (A) for the benefit Effective Date, reimbursement or payment of the Lenders, the fees all out-of-pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 6 below3 of this Agreement; (d) the Administrative Agent shall have received a (i) a certificate of the Borrower dated as of the Effective Date, which shall (A) certify the resolutions of the board of directors, members or other body authorizing the execution, delivery and performance by each Loan Party of this Agreement, (B) for identify by name and title and bear the benefit signatures of PNC Capital Markets LLC the officers of each Loan Party authorized to sign this Agreement (or certify that the “Lead Arranger”), the fees required to be paid by the Borrower pursuant signatures of such officers previously delivered to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger Administrative Agent remain true and the Borrower, correct) and (C) all documented out-of-pocket expenses contain appropriate attachments, including the Organizational Documents of each Loan Party certified, if applicable, by the relevant authority of the jurisdiction of organization of the such Loan Party (including reasonable fees and disbursements or certify that the Organizational Documents of counsel such Loan Party previously delivered to the AgentAdministrative Agent remain true and correct) and (ii) a good standing certificate (if relevant) as of a recent date for the Borrower and each Guarantor from its jurisdiction of organization; (e) the Administrative Agent shall have received three Business Days prior to the Effective Date (or such later date as the Administrative Agent reasonably agrees) a certification of beneficial ownership of the Borrower required under 31 C.F.R. § 1010.230; (f) the Administrative Agent shall have received a certificate, in connection with substantially the preparationform delivered to the Administrative Agent on the Closing Date, negotiation from the chief financial officer of the Borrower certifying that the Borrower and its Subsidiaries, after giving effect to the effectiveness of this Second Amendment Agreement on the Effective Date and the other documents being executed or delivered in connection herewithtransactions contemplated hereby, are solvent; (g) the Administrative Agent shall have received, on behalf of itself, and (D) any other amounts due the Lenders, written opinions of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, P.A. and payable by ▇▇▇▇▇▇▇ LLP as counsel for the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective DateLoan Parties; and (vih) the Agent each Revolving Lender shall have received such additional documentsa consent fee, instruments and information as the Agent may reasonably request in cash, for its own account equal to effect the transactions contemplated hereby0.50% of its Revolving Credit Commitment.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date date (the "EFFECTIVE DATE") when, and only when, (a) Borrower shall have issued or shall simultaneously issue the New Notes pursuant to an offering in which ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated acts as defined below)) is subject sole and exclusive underwriter, initial purchaser or agent, in an aggregate principal amount of $175.0 million pursuant to the satisfaction New Notes Indenture and having an interest rate reasonably satisfactory to the Lead Arranger, and containing terms and conditions satisfying the definition of New Notes and otherwise reasonably satisfactory to the Lead Arranger, and Borrower shall have repaid, or simultaneously with the issuance of the following conditions precedent: New Notes will repay, in full all outstanding Existing Notes, (ib) the Agent shall have received counterparts of this Second Amendment that, when taken together, bear the signatures of the Obligors, the Agent and the Required Lenders; (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties Heat Acquisition shall have been true or shall simultaneously be consummated in accordance with the terms hereof and correct in all material respects as the terms of the date when made; Heat Acquisition Agreement (iiiwithout the waiver or amendment of any material condition unless consented to by the Lead Arranger) and (c) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Administrative Agent shall have received (Ai) for counterparts of this Amendment executed by each Obligor and the benefit Majority Lenders or, as to any of the Lenders, advice satisfactory to the fees required to be paid by the Borrower pursuant to Section 6 belowAdministrative Agent that such Lender has executed this Amendment, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (Cii) all documented out-of-pocket reasonable costs and expenses (including reasonable fees and disbursements of counsel to the Agent) Agents in connection with the preparation, negotiation execution and effectiveness delivery of this Second Amendment and the other instruments and documents being executed to be delivered hereunder, if any (including, without limitation, the reasonable fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇), (iii) all agreements, guarantees, documents and certificates as the Lead Arranger or delivered the Administrative Agent may have reasonably requested, and all other actions shall have been taken as the Lead Arranger or the Administrative Agent may have reasonably requested, as required by Section 9.12 and 9.20 of the Credit Agreement in connection herewithwith Heat, Vinyl and each of their respective Subsidiaries becoming Qualified Subsidiaries and parties to the Security Agreement, and (Div) any other amounts due and payable an Officers' Certificate from Borrower stating that each of the conditions in this Section Three have been satisfied; PROVIDED, HOWEVER, that if the Effective Date shall not have occurred by June 30, 1999, this Amendment shall be deemed to have not been adopted by the Borrower hereunder or under Majority Lenders and shall have no effect on the Credit Documents; PROVIDED, FURTHER, HOWEVER, that if the Champagne Acquisition shall not have been consummated in accordance with the terms hereof and the Champagne Acquisition Agreement on or prior to within 30 days after the Second Amendment Effective Date; and (vi) , all amendments relating thereto in Section One shall be deemed to have not been adopted by the Agent Majority Lenders and shall have received such additional documentsno effect on the Credit Documents. The effectiveness of this Amendment (other than Sections Six, instruments Seven and information as Eight hereof) is conditioned upon the Agent may reasonably request to effect accuracy of the transactions contemplated herebyrepresentations and warranties set forth in Section Four hereof.

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than the amendments to the Credit This Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date date first written above (as defined below)the "Forbearance Effective Date") is subject to upon the satisfaction of each of the following conditions precedentconditions: (ia) the Agent The Lender shall have received this Agreement (or counterparts of this Second Amendment that, when taken together, bear the signatures of the Obligors, the Agent hereof) duly executed by each Credit Party and the Required LendersLender; (b) The Lender shall have received a certificate signed by a duly authorized officer of each Borrower certifying, as of the Forbearance Effective Date, (i) that all conditions precedent to the effectiveness of this Agreement have been satisfied, (ii) prior to and after giving effect to this Second Amendmentthat no Events of Default other than the Current Events of Default have occurred, (Aiii) there shall exist that since the date of the Loan Agreement, no Default amendments, modifications or Event other changes have been made to each Borrower's articles of Default incorporation, certificate of formation or to any other organizational or governing documents of such Borrower and (Biv) all the resolutions of each Borrower's board of managers authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (c) All of the representations and warranties of the Obligors each Borrower contained herein or in the other Credit Documents this 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 Second Amendment Forbearance Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iiid) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which transactions described in this Agreement shall be reasonably satisfactory in form and substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effectLender; (ive) the Agent The Credit Parties shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory deliver to the Agent Lender, free and clear of all liens, security interests or other encumbrances, the Required Lenders; (v) "Second Cherry Hill Note" described in the Agent shall have received (A) Credit Parties' Form 10-K filed with the Securities and Exchange Commission for the benefit fiscal year ended June 30, 2005 (the "Second Cherry Hill Note"), which promissory note shall constitute a portion of the Lenders, Collateral securing the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective DateObligations; and (vif) the Agent Borrower shall have received such additional documentspaid to the Lender, instruments in immediately available funds, all fees and information expenses reimbursable by Borrower as of the Agent may reasonably request Forbearance Effective Date pursuant to effect Section 6(b) of the transactions contemplated herebyLoan Agreement.

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than the amendments to the Credit This Master Assignment ---------------------------- Agreement set forth in Section 3 hereof, which shall become be effective as of the Consolidated Amendment Master Assignment Date (as defined below)) is subject to the satisfaction of when the following conditions precedentprecedent are satisfied: (ia) the The Administrative Agent shall have received duly executed counterparts of this Second Amendment Master Assignment Agreement that, when taken together, bear the signatures of the ObligorsUS Borrower, the Agent Increasing Term Lenders and the Required Decreasing Term Lenders that are not Departing Lenders;. (iib) prior to The Administrative Agent shall have received duly executed counterparts of the Amended and Restated Credit Agreement that, when taken together, bear the signatures of Holdings, the Borrowers, the Required Lenders and each Term Lender (after giving effect to this Second the assignments of the Assigned Interests pursuant to Section 5 hereof), and the Amended and Restated Credit Agreement shall have become effective simultaneously with or immediately after the assignment of the Assigned Interests hereunder on the Master Assignment Date. (c) Prior to or simultaneously with the assignment of the Assigned Interests hereunder on the Master Assignment Date, pursuant to Section 7.04(p) of the Existing Credit Agreement as amended and restated by the Amendment, the US Borrower shall have (Aa) there shall exist no Default or Event issued at least $75,000,000 in aggregate principal amount of Default Additional Senior Subordinated Notes for gross cash proceeds (prior to deduction of underwriting discounts and commissions) of at least $75,000,000 and (Bb) all used $74,437,500 of Net Cash Proceeds from the issuance of such Additional Senior Subordinated Notes to prepay the Term Loans (together, the "Permitted Transactions"). ---------------------- (i) The representations and warranties of the Obligors contained herein or each Credit Party set forth in the other Credit Documents shall be have been true and correct in all material respects on and as of the Master Assignment Date with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Master Assignment Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been been, to such extent, true and correct in all material respects as of such earlier date and (ii) at the date when made; (iii) time of and immediately after giving effect to the transactions contemplated by this Master Assignment Agreement, no Default or Event of Default shall have occurred and be continuing, and the Administrative Agent shall have received an executed copy of a certificate, dated the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits Master Assignment Date and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified signed by an Authorized Officer of the Borrower as being trueUS Borrower, correct to the effect of clauses (i) and complete and in full force and effect;(ii) of this sentence. (ive) the The Administrative Agent shall have received a pro forma balance sheet of PAMT, in form all reasonable fees and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees expenses required to be paid or reimbursed by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”)any Credit Party under or in connection with this Master Assignment Agreement, the fees required Amended and Restated Credit Agreement or any other Credit Document and (in the case of expenses to be paid by the Borrower pursuant to the Second Amendment Fee Letterreimbursed, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees fees, charges and disbursements of counsel counsel) invoiced in writing to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement Party on or prior to the Second Amendment Effective Master Assignment Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated hereby.

Conditions to Effectiveness. The effectiveness Notwithstanding any other provision of this Second Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective, and Borrowers shall have no rights under this Amendment, until the Administrative Agent shall have received each of the following: (other than a) duly executed signature pages to this Amendment from the amendments Required Lenders, Borrowers, the Administrative Agent and each Loan Party; (b) a fully executed copy of the First Amendment to the Credit Agreement set forth in Section 3 hereofSenior Subordinated Notes Indenture, which shall become effective as of be in full force and effect on the Consolidated Amendment Date (as defined below)) is subject date hereof and shall be in form and substance reasonably satisfactory to the satisfaction Administrative Agent; (c) payment in full in cash of an amendment fee payable to each Lender executing this Amendment the following conditions precedent: date it becomes effective in an amount equal to 50 basis points of (i) the Agent shall have received counterparts of this Second Amendment that, when taken together, bear the signatures outstanding principal amount of the Obligors, the Agent and the Required Lenders; (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents shall be true and correct in all material respects with the same effect as though Term Loan held by such representations and warranties had been made on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects Lender as of the date when made; hereof plus (iiiii) the Agent shall have received an executed copy such Lender’s Pro Rata Share of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer Revolving Credit Commitments as of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC date hereof (the “Lead ArrangerSenior Amendment Fee”); provided, however, if a fee in excess of the fees required to be paid by the Borrower pursuant to the Second Senior Amendment Fee Letter, dated (as a percentage of (i) the outstanding principal amount of the Term Loan as of August 5, 2013, among the Agent, date hereof plus (ii) the Lead Arranger Revolving Credit Commitments as of the date hereof) shall become due and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) payable in connection with the preparation, negotiation and effectiveness of this Second First Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Senior Subordinated Notes Indenture or the Junior Subordinated Securities Purchase Agreement (the “Subordinated Amendment Effective DateFee”), then the Senior Amendment Fee shall automatically be increased to the amount by which such Subordinated Amendment Fee exceeds the Senior Amendment Fee; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated hereby.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of on December 28, 2011 (the Consolidated “Amendment Date (as defined belowEffective Date”)) is subject to the satisfaction , if each of the following conditions precedentprecedent shall have been satisfied on or prior to such day: (ia) the The Administrative Agent shall have received counterparts of received, with a copy for each Funding Agent, this Second Amendment that, when taken together, bear the signatures duly executed and delivered by duly authorized officers of the ObligorsIssuer, the Agent Administrator, the Indenture Trustee, the New Non-Conduit Purchaser and the Required LendersNew Class B Note Purchaser; (iib) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all The representations and warranties of the Obligors Issuer and VMS contained herein or in the other Credit Transaction Documents to which each is a party 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when madehereof as if made as of the date hereof; (iiic) The Indenture Trustee at the request of the Issuer or the Administrator on behalf of the Issuer shall have effected a Decrease on the Amendment Effective Date pursuant to Section 2.5(a) of the Indenture Supplement in an amount equal to $875,000; (d) The Administrative Agent shall have received an the Reallocation Agreement in the form of Exhibit A to this Amendment, duly executed copy of by the merger agreement Issuer, the Administrator, the Administrative Agent and the Purchaser Groups (including the New Non-Conduit Purchaser Group) pursuant to which the PAMT Merger Purchaser Group Invested Amount with respect to each Purchaser Group will be consummatedincreased or decreased such that the Pro Rata Share with respect to each Purchaser Group shall equal the Commitment Percentage with respect to such Purchaser Group, together calculated using the Class A Maximum Purchaser Group Invested Amount with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form respect to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effectsuch Purchaser Group set forth on Schedule 1 to this Amendment; (ive) The Issuer shall have paid to the Indenture Trustee for deposit into the Series 2010-1 Reserve Account an amount equal to $5,146,921 in immediately available funds; (f) The Issuer shall have signed and directed the Indenture Trustee to authenticate and deliver to the New Non-Conduit Purchaser a Class A Investor Note in the name of the New Non-Conduit Purchaser in an amount equal to the Class A Maximum Purchaser Group Invested Amount with respect to the New Non-Conduit Purchaser set forth on Schedule 1 to this Amendment; (g) The Issuer shall have signed and directed the Indenture Trustee to authenticate and deliver to the Funding Agents with respect to Chariot Funding LLC, Monterey Funding LLC, Thunder Bay Funding, LLC, CRC Funding, LLC and Liberty Street Funding LLC, a new Class A Investor Note in the name of such Funding Agent in an amount equal to the Class A Maximum Purchaser Group Invested Amount with respect to the Purchaser Group of which such CP Conduit Purchaser is a member set forth on Schedule 1 to this Amendment in exchange for the Series 2010-1 Investor Note delivered to such Funding Agent on June 29, 2011; (h) The New Class B Note Purchaser, shall have made an advance to the Issuer in an amount equal to $5,769,231 by transferring such amount in immediately available funds to the Indenture Trustee for deposit into the Series 2010-1 Collection Subaccount; (i) The Issuer shall have signed and directed the Indenture Trustee to authenticate and deliver to the New Class B Note Purchaser a Class B Investor Note in the name of the New Class B Note Purchaser or its nominee in an amount equal to $5,769,231; (j) The New Non-Conduit Purchaser shall have received a pro forma balance sheet (x) letters from counsel to the Issuer, Holdings, SPV, the Origination Trust, the Intermediary, the Back-up Servicer and the Administrator, dated the Amendment Effective Date and addressed to the New Non-Conduit Purchaser, entitling the New Non-Conduit Purchaser to rely on each of PAMTthe legal opinions of such counsel delivered to the Administrative Agent and the Purchaser Groups pursuant to the Indenture Supplement on June 1, 2010 and June 29, 2011, in each case, in form and substance satisfactory acceptable to the Agent New Non-Conduit Purchaser, and (y) a letter from the Required Lendersindependent certified public accountants who provided the agreed upon procedures report to the Purchaser Groups pursuant to the Series 2011-1 Indenture Supplement on June 29, 2011, entitling the New Non-Conduit Purchaser to rely on that report; (vk) The Indenture Trustee and the Administrative Agent shall have received (A) for the benefit Consent in the form of the LendersExhibit B to this Amendment, the fees required to be paid duly executed by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented outSeries 2010-of1 Investor Noteholders constituting a Series 2010-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) 1 Majority in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective DateInterest; and (vil) the Each Funding Agent shall have received received, to the extent required, evidence satisfactory to it that this Amendment will not result in a reduction or withdrawal of the rating of the Commercial Paper issued by the CP Conduit Purchaser in its CP Conduit Purchaser Group by any Rating Agency. (m) The Issuer shall have paid to (i) the New Non-Conduit Purchaser an amount equal to the product of (x) 0.10% and (y) the New Non-Conduit Purchaser’s Class A Maximum Purchaser Group Invested Amount set forth on Schedule 1 to this Amendment and (ii) the Funding Agents with respect to Chariot Funding LLC, Monterey Funding LLC, Thunder Bay Funding, LLC, CRC Funding, LLC and Liberty Street Funding LLC an amount equal to the product of (x) 0.10% and (y) the amount by which the Class A Maximum Purchaser Group Invested Amount with respect to the Purchaser Group of which such additional documents, instruments and information as CP Conduit Purchaser is a member is increasing effective on the Agent may reasonably request to effect the transactions contemplated herebyAmendment Effective Date.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date (as defined below)) is subject to the satisfaction in full of the following conditions precedent:(the first date on which all such conditions have been satisfied being herein called the "Effective Date"): (iA) the Agent Lender shall have received counterparts of this Second Amendment thatwhich, when taken together, bear the signatures of the Obligors, the Agent and the Required Lendersall parties hereto; (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iii) the Agent Lender shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits Acknowledgment (in form and annexes thereto, each of which shall be reasonably substance satisfactory in substance and form to the Agent, certified Lender) executed by an Authorized Officer of the Borrower as being true, correct and complete and the Custodian confirming that the Securities Account Agreement remains in full force and effect; (ivC) the Agent Lender shall have received a pro forma balance sheet promissory note in the form of PAMT, in form and substance satisfactory Exhibit A to the Agent Loan Agreement in the amount of $600,000,000 (a "New Note") which New Note shall replace the Note currently held by the Lender and shall be deemed the Note for purposes of the Loan Agreement and the Required LendersLender shall return the existing Note to the Borrower; (vD) the Agent Lender shall have received a favorable written opinion of Counsel to the Borrower, dated the Effective Date, addressed to the Lender, to the effect that this Amendment and the New Note have been duly executed and delivered by the Borrower and, together with the Loan Agreement as hereby amended, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms and no consent or approval of any governmental authority or regulatory body to the execution, delivery and performance of this Amendment or the New Note or to the borrowings thereunder is required by law, or if any such consent or approval is necessary it has been obtained, which opinion shall be satisfactory to ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP, counsel for the Lender; (E) the Lender shall have received (Ai) for the benefit a certificate of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit Manager of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, dated the Effective Date and certifying that (C1) all documented out-of-pocket expenses (including reasonable fees the provisions of the Operating Agreement authorize the Manager to authorize the execution, delivery and disbursements of counsel to the Agent) performance in connection accordance with the preparation, negotiation and effectiveness their terms of this Second Amendment Amendment, the New Note and the other documents being executed or delivered and transactions contemplated by this Amendment and the borrowings under the Note and that the Manager has so authorized and such authorization is in connection herewith, full force and effect and (D2) any other amounts due and payable by neither the certificate of organization nor the Operating Agreement of the Borrower hereunder have been amended since November 24, 1998 and (ii) such other documents as the Lender or under ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Credit Agreement on or prior to the Second Amendment Effective DateLender, may reasonably request; and (viF) all legal matters in connection with this Amendment shall be satisfactory to ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP, counsel for the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated herebyLender.

Conditions to Effectiveness. The effectiveness of this Second This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which No. 10 shall become effective as of on the Consolidated Amendment Date date (as defined below)the “Effective Date”) is subject to the satisfaction of the following conditions precedent: (i) the on which Agent shall have received counterparts of this Second Amendment that, when taken together, bear the signatures of the Obligors, the Agent and the Required Lenders; (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other Credit Documents 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 Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (iii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes theretofollowing, each of which shall be reasonably in form and substance satisfactory in substance to Agent: (a) this Amendment No. 10, duly executed and form delivered by Existing Borrowers, the other Credit Parties, H&E Delaware, Agent and the Lenders, (b) to extent necessary to reflect accurately as of the Effective Date the matters purported to be set forth therein, updated Disclosure Schedules to the Original Credit Agreement, (c) Amended and Restated Notes, duly executed and delivered by H&E Delaware to the order of each Lender; (d) a Security Agreement, duly executed and delivered by H&E Delaware and Agent, (e) a Pledge Agreement, certified duly executed and delivered by an Authorized Officer H&E Delaware, covering all of the Borrower as being trueoutstanding Stock of GNE Investments and H&E Finance, and all documents (including share certificates and stock powers) required by the terms thereof, (f) a Trademark Security Agreement, duly executed and delivered by H&E Delaware, (g) evidence satisfactory to the Agent in its sole discretion that the Mergers have been consummated in accordance with the terms of the Merger Documents, together with true and correct and complete and copies of the Merger Documents, each of which shall be in full force and effect, (h) an insurance certificate or certificates demonstrating that H&E Delaware and the assets acquired by it pursuant to the Merger Documents have insurance coverage as required the terms of the Original Credit Agreement, (i) for H&E Delaware, (a) its certificate of incorporation and all amendments thereto, (a) its by-laws, together with all amendments thereto, (c) resolutions of its Board of Directors, approving and authorizing the execution, delivery and performance of this Amendment No. 10 and the other Loan Documents to which it is a party and the transactions to be consummated in connection therewith, each certified as of Amendment No. 10 Effective Date by H&E Delaware’s secretary or an assistant secretary as being in full force and effect without any modification or amendment, (d) a good standing certificate (including verification of tax status) in its state of incorporation, and (e) 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 prior to the Amendment No. 10 Effective Date and certified by the applicable Secretary of State or other authorized Governmental Authority, (j) such UCC financing statements and such other filings and recordings as Agent may require to obtain its first priority security interest in Collateral owned by H&E Delaware and evidence satisfactory to Agent that Agent has a valid and perfected first priority security interest in all present and future assets of H&E Delaware and all proceeds thereof; (ivk) the such information from H&E Delaware as Lender may have requested relative to UCC, lien, tax lien and other searches and results, satisfactory to Agent, of such UCC, judgment lien, tax lien and other searches of public records with respect to H&E Delaware, as Agent shall have received required, (l) a pro forma balance sheet legal opinion of PAMTDechert LLP, in form and substance satisfactory to Agent, as to, among other things, the Agent legality and enforceability against H&E Delaware of this Amendment and of the Original Credit Agreement, as amended hereby, and the Required Lenders; (v) the Agent shall have received (A) for the benefit validity, attachment and perfection of the Lenders, the fees all security interests required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewithLoan Documents contemplated hereby, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement on or prior to the Second Amendment Effective Date; and (vim) the Agent shall have received such additional other agreements, documents, instruments instruments, certificates and information opinions as the Agent may have reasonably request to effect the transactions contemplated herebyrequested.