Common use of Conditions Clause in Contracts

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably request.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to This Agreement shall become effective on the satisfaction in full of date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the Issuance “Amendment Effective Date:”): (ia) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the The Administrative Agent and such Issuer shall have received a certificatecounterpart of this Agreement, substantially in executed and delivered by the form of Credit Parties, the certificate attached hereto as Exhibit DAdministrative Agent, signed by a duly authorized officer of the Borrower dated Required Lenders and the Issuance Date stating that:Issuing Lenders. (ab) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent and the Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties contained made by the Credit Parties in Article IV of this or pursuant to the Credit Agreement are or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “Material Adverse Effect” shall be true and correct in all respects) on and as of such Issuance the Amendment Effective Date as though if made on and as of such Issuance Date date except to the extent that any for such representation or warranty is representations and warranties expressly stated to relate solely to be made as of an earlier date, date (in which case such representation or warranty is representations and warranties shall be true and correct in all material respects as of such earlier date; and). (bd) No Default or Event of Default has occurred and is continuing or would result from shall exist on the issuance, amendment or extension of such Facility Letter of Credit;Amendment Effective Date. (ive) the Issuer and the The Administrative Agent shall have received such other approvalsan officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, opinions, or documents certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as either may reasonably requestof the Amendment Effective Date.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter Article 2 of Credit this Amendment is subject to the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatprecedent: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Administrative Agent shall have received such additional documentation and information as the Administrative Agent or its legal counsel may request; (c) The representations and warranties contained of each Loan Party set forth herein and in Article IV of this Agreement are all other Loan Documents shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or Material Adverse Effect, which representation and warranty shall be true and correct in all respects) on and as of such Issuance Date as though made on and as of such Issuance Date the date hereof, except to the extent that such representations and warranties specifically relate to any such representation or warranty is stated to relate solely to an earlier date, date in which case such representation or warranty is representations and warranties shall have been true and correct in all material respects (except for any representation and warranty that is qualified by materiality or Material Adverse Effect, which representation and warranty shall be true and correct in all respects), as of such earlier date; (d) No Default shall have occurred and be continuing; and (be) No Default or Event of Default has occurred All proceedings taken in connection with the transactions contemplated by this Amendment and is continuing or would result from all documentation and other legal matters incident thereto shall be satisfactory to the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer Administrative Agent and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestits legal counsel.

Conditions. The issuanceNo Lender shall have any obligation to make any Revolving Advance to a Borrower (other than any Revolving Advances under Section 2A.4 hereof) and no Issuing Lender shall issue, amendment or extension of any Facility cause the issuance of, a Letter of Credit is subject unless, in each instance, (x) with respect to a Revolving Advance (other than a Revolving Advance under Section 2.1(c) and 2A.4 hereof), such Borrower delivers to the Agent a Borrower's Certificate dated the date of such Revolving Advance and (y) the following conditions precedent are fulfilled to the satisfaction in full of the following conditions on Agent (or waived in writing by the Issuance Date:Majority Lenders): (i) all representations and warranties made by each of the Borrower shall have Credit Parties contained herein or otherwise made in any Loan Document (including, without limitation, each Borrower's Certificate), officer's certificate or any agreement, instrument, certificate, document or other writing delivered to the Issuer at Agent or any Lender in connection herewith or therewith, shall be true and correct in all material respects with the same effect as though such times representations and in warranties had been made on and as of the date of such manner as the Issuer may reasonably prescribe borrowing or issuance of a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit (unless any such representation or warranty speaks as of a particular date, in which case it shall be reasonably satisfactory to deemed repeated as of such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controldate); (ii) as on the date of the Issuance Date no order, judgment such borrowing or decree issuance of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility a Letter of Credit and there shall exist no law, rule Default or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters Event of Credit generally Default (either immediately before or from issuing that Facility Letter of Creditafter giving effect thereto); (iii) if the following statements Company shall be truerequesting a Letter of Credit, and the Agent and such Issuer on behalf of the Issuing Bank shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that requested by any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (bIssuing Bank) No Default or Event of Default has occurred received a duly executed and is continuing or would result from the issuance, amendment or extension of such Facility delivered Letter of CreditCredit Agreement with respect thereto; (iv) the Issuer such Borrower shall have complied with all procedures and given all certificates, notices and other documents required hereunder for such advance or issuance; and (v) the Agent shall have received such other approvals, opinions, approvals of governmental authorities or documents as either the Agent may have reasonably requestrequested.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Agreement is subject to satisfaction of the satisfaction following conditions: (1) that Agent has received this Agreement executed by Agent, the Lenders, Borrowers, and GFN Manufacturing; (2) that Agent has received an amendment to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to Agent, executed by each applicable Person; (3) that Agent has received a fee letter, in form and substance reasonably satisfactory to Agent, executed by each applicable Person; (4) that Agent has received a letter, in form and substance reasonably satisfactory to Agent and executed by each applicable Person, from ▇▇▇▇▇ Fargo, in its capacity as the lender to Southern Frac under Southern Frac’s credit facility governed by a Credit and Security Agreement dated as of October 1, 2012, and other related loan documentation, respecting the amount necessary to repay in full all of the obligations of Southern Frac and GFN Manufacturing owing under that credit facility and obtain a release of all of the Liens existing in favor of that lender in and to the assets of Southern Frac, together with termination statements and other documentation evidencing the termination by that lender of its Liens in and to the properties and assets of Southern Frac and of GFN Manufacturing; (5) that Agent has received evidence satisfactory to Agent that Borrowers will have Excess Availability plus Qualified Cash of at least $23,200,000 immediately after giving effect to the transactions contemplated by this Agreement or to be effected under the Credit Agreement, as amended by this Agreement, on or before the effective date of this Agreement (including, without limitation, (A) the repayment in full of the following conditions on the Issuance Date: existing credit facility of Southern Frac referred to in clause (i4) of this Section 6, and (B) the Borrower shall have delivered payment of all fees and expenses required to be paid by Borrowers on or before the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms effective date of this Agreement and the terms of the Reimbursement under this Agreement, the terms Credit Agreement, or the other Loan Documents); (6) that Agent has received copies (executed or certified, as appropriate) of all other legal documents or minutes of proceedings taken in connection with the execution and delivery of this Agreement shall controlto the extent Agent or its counsel reasonably requests; (ii7) as that Borrowers have paid all fees and expenses required to be paid by Borrowers on the date of this Agreement under this Agreement, the Issuance Date no orderCredit Agreement, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable other Loan Documents; and (8) that all legal matters incident to the Issuer execution and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV delivery of this Agreement are correct in all material respects on satisfactory to Agent and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestits counsel.

Conditions. The issuance, amendment or extension availability of any Facility Letter of Credit is Incremental Term Loans will be subject solely to the satisfaction following conditions: (a) no Default or Event of Default shall have occurred and be continuing on the date such Incremental Term Loans are incurred or would exist immediately after giving effect thereto; (b) the representations and warranties in full the Loan Documents will be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be accurate in all respects) immediately prior to, and immediately after giving effect to, the incurrence of such Incremental Term Loans; and (c) such other conditions (if any) as may be required by the Incremental Lenders providing such Incremental Term Loans, unless such other conditions are waived by such Incremental Lenders; provided that if the proceeds of such Incremental Term Loans will be used to finance, in whole or in part, the acquisition of all or substantially all the assets of, or a majority of the following conditions on Equity Interests in, or the Issuance Date:merger, consolidation or amalgamation with, a Person or division or line of business of a Person, (i) the Borrower shall have delivered to condition in the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as foregoing clause (a) may be reasonably required pursuant to waived (or not required) by the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to Incremental Lenders providing such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control;Incremental Term Loans; and (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing condition in the Facility Letter of Credit and no law, rule or regulation applicable foregoing clause (b) may be limited to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct accuracy in all material respects on of (A) the Specified Representations and as (B) any representations and warranties made with respect to such Person, division or line of business in the agreement governing such Issuance Date as though made on and as of such Issuance Date except acquisition, merger, consolidation or amalgamation to the extent the breach of such representations and warranties is material to the interests of the Lenders; provided that the failure of any such representation or warranty is stated to relate solely to an earlier date, will not result in which case such representation or warranty is correct a failure of the conditions set forth in all material respects as of such earlier date; and the foregoing clause (b) No Default unless such breach results in a failure of a condition precedent of the obligations of the Borrower or Event of Default has occurred a Restricted Subsidiary to consummate such acquisition, merger, consolidation or amalgamation or permits the Borrower or a Restricted Subsidiary to terminate such agreement (after giving effect to any applicable notice and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestcure provisions).

Conditions. The issuanceNo Incremental Facility shall become effective under this Section 2.17 unless, amendment or extension of any Facility Letter of Credit is subject after giving effect to such Incremental Facility, the satisfaction in full Term Loans to be made thereunder, and the application of the following conditions on the Issuance Dateproceeds therefrom: (i) no Default or Event of Default shall exist at the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter time of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlfunding; (ii) calculated on a pro forma basis immediately after giving effect to such Incremental Facility (A) the Loan Parties shall be in compliance with the Financial Covenant set forth in Section 6.07 as of the Issuance Date no order, judgment or decree last day of any court, arbitrator or governmental authority the Fiscal Month most recently ended and (B) Holdings shall enjoin or restrain such Issuer from issuing have demonstrated projected pro forma compliance with the Financial Covenant set forth in Section 6.07 for the immediately succeeding twelve (12) full Fiscal Month period ending after the funding of the Incremental Facility Letter and the use of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Creditproceeds therefrom; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement and the other Loan Documents are true and correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date (except to the extent that any such representation or and warranty is stated qualified by materiality or a Material Adverse Effect standard in which case it shall be true and correct in all respects) on and as of the effective date of such funding, except to relate solely the extent that such representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they are true and correct (in all material respects compliance with the foregoing standard) as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Administrative Agent shall have received such other approvalsa certificate of an Authorized Officer of Borrower Representative certifying as to the foregoing; (v) the proceeds of each Incremental Term Loan shall be used for the purposes set forth in Section 2.04; and (vi) Administrative Agent shall have received, opinionsto the extent Administrative Agent shall have required or requested, or documents as either may reasonably requestcustomary legal opinions from Borrowers’ counsel, customary evidence of authorization with respect to any of the officers executing the Incremental Facility and related documentation on behalf of the Borrowers, Organizational Documents and good standing certificates from Borrowers in their jurisdictions of organization and a solvency, secretary certificate and officer’s certificate from Borrowers, in each case, in form and substance satisfactory to Administrative Agent in its reasonable discretion.

Conditions. The issuanceSECTION 8.1 Conditions to Each Party's Obligation to Effect the Merger. Unless waived by the parties, amendment or extension the respective obligations of any Facility Letter of Credit is each party to effect the Merger shall be subject to the satisfaction in full fulfillment at or prior to the Closing Date of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatconditions: (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of the Company under applicable law and applicable listing requirements; (b) the shares of Parent Common Stock issuable in the Merger shall have been authorized for listing on Nasdaq upon official notice of issuance; (c) the waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (d) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (e) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the Merger shall have been issued and remain in effect (each party agreeing to use its reasonable efforts to have any such injunction, order or decree lifted); (f) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Merger or make the consummation of the Merger illegal; (g) all governmental waivers, consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated hereby, and all consents from lenders required to consummate the Merger, shall have been obtained and be in effect at the Effective Time; (h) Coopers & ▇▇▇▇▇▇▇ L.L.P., certified public accountants for Parent, shall have delivered a letter, dated the Closing Date, addressed to Parent, in form and substance reasonably satisfactory to Parent, stating that the Merger will qualify as a pooling-of-interests transaction under APB 16; and (i) all required material consents and approvals of lenders who have advanced $5,000,000 or more to Parent or the Company and lessors of material leases shall have been obtained and be in effect at the Effective Time; provided, however, that the failure to obtain such consents or approvals shall -------- ------- not be due to the default or delay of the party responsible for obtaining such consents and approvals. SECTION 8.2 Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions: (a) Parent and Subsidiary shall have performed in all material respects their agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of Parent and Subsidiary contained in Article IV of this Agreement are shall be true and correct in all material respects on and as of such Issuance Date as though the date made and on and as of the Closing Date as if made at and as of such Issuance date, and the Company shall have received a certificate of the Chairman of the Board and Chief Executive Officer, the President or a Vice President of Parent and of the President and Chief Executive Officer or a Vice President of Subsidiary to that effect; (b) the Company shall have received an opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Company, in form and substance reasonably satisfactory to the Company, effective as of the Closing Date and based on representations of the Company and Parent, to the effect that (i) the Merger of Subsidiary with and into the Company pursuant to the Merger Agreement and applicable state law will be treated for United States federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code; (ii) Parent, Subsidiary and Company will each be a party to the reorganization within the meaning of Section 368(b) of the Code; and (iii) the stockholders of the Company will not recognize gain or loss as a result of the Merger, except to the extent such stockholders receive cash in lieu of fractional shares, and such opinion shall not have been withdrawn or modified in any material respect, substantially in the form of Exhibit 8.2(b); -------------- (c) the Company shall have received an opinion or opinions from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Ingersoll, special counsel to Parent and Subsidiary, dated the Closing Date, reasonably satisfactory to the Company substantially in the form set forth in Exhibit 8.2(c) attached hereto; -------------- (d) the Company shall have received "comfort" letters in customary form from Coopers & ▇▇▇▇▇▇▇ L.L.P., certified public accountants for Parent and Subsidiary, dated the date of the Proxy Statement, the effective date of the Registration Statement and the Closing Date (or such other date reasonably acceptable to the Company) with respect to certain financial statements and other financial information included in the Registration Statement and any subsequent changes in specified balance sheet and income statement items, including total assets, working capital, total stockholders' equity, total revenues and the total and per share amounts of net income related to Parent; (e) since the date hereof, there shall have been no changes that have, and no event or events shall have occurred which have resulted in or have, a Parent Material Adverse Effect; (f) all governmental waivers, consents, orders, and approvals legally required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effect at the Closing Date, and no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such representation promulgations, would materially impair the value to Parent of the Merger; (g) the Company shall have received from ▇▇▇▇▇▇▇▇▇ & Company, Inc. (or warranty other nationally recognized investment banking firm reasonably acceptable to Parent) an opinion, dated as of the date on which the Proxy Statement and Prospectus is stated first distributed to relate solely the stockholders of the Company, to an earlier datethe effect that the consideration to be received by the stockholders of the Company in the Merger is fair, from a financial point of view, to the holders of Company Common Stock, and such opinion shall not have been withdrawn; (h) Deloitte & Touche LLP, independent public accountants for the Company, shall have delivered a letter, dated the Closing Date, addressed to the Company, in form and substance reasonably satisfactory to the Company, stating that the Company has not taken any action that would affect the ability to account for the Merger as a pooling-of-interests transaction under APB 16; and (i) The parent shall have entered into an employment agreement with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇"), a form of which case such representation is attached hereto as Exhibit ------- 8.2(i). ------ SECTION 8.3 Conditions to Obligations of Parent and Subsidiary to Effect the Merger. Unless waived by Parent and Subsidiary, the obligations of Parent and Subsidiary to effect the Merger shall be subject to the fulfillment at or warranty is correct prior to the Effective Time of the additional following conditions: (a) the Company shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of the Company contained in this Agreement shall be true and correct in all respects on and as of the date made and on and as of the Closing Date as if made at and as of such earlier date, and Parent shall have received a Certificate of the President and Chief Executive Officer or of a Vice President of the Company, in form and substance reasonably satisfactory to Parent to that effect; (b) Parent shall have received an opinion from ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Company, effective as of the Closing Date, substantially in the form set forth in Exhibit 8.3(b) attached hereto; -------------- (c) Parent shall have received "comfort" letters in customary form and substance reasonably satisfactory to Parent from Deloitte & Touche LLP, certified public accountants for the Company, dated the date of the Proxy Statement, the effective date of the Registration Statement and the Closing Date (or such other date reasonably acceptable to Parent) with respect to certain financial statements and other financial information included in the Registration Statement and any subsequent changes in specified balance sheet and income statement items, including total assets, working capital, total stockholders' equity, total revenues and the total and per share amounts of net income related to the Company; (d) the Affiliate Agreements required to be delivered to Parent pursuant to Section 7.4 shall have been furnished as required by Section 7.4; (e) since the date hereof, there shall have been no changes that have, and no event or events shall have occurred which have resulted in or have, a Company Material Adverse Effect; (f) all governmental waivers, consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effect at the Closing Date, and no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to Parent of the Merger; (g) Parent shall have received from ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. (or other nationally recognized investment banking firm reasonably acceptable to the Parent) an opinion reasonably acceptable to the Parent, dated as of the date on which the Proxy Statement and Prospectus is first distributed to the shareholders of Parent, to the effect that the Exchange Ratio is fair, from a financial point of view, to Parent's stockholders, and such opinion shall not have been withdrawn; (h) the Company shall have delivered to Parent its audited consolidated financial statements for the year ended December 31, 1996, together with an unqualified opinion from Deloitte & Touche LLP regarding such financial statements, which financial statements shall reflect earnings which are not materially less than the average of the published projections of the securities analysts' which regularly follow the Company and which financial statements shall reflect all normal, recurring adjustments necessary to fairly present the Company's results from operations or financial condition; and (bi) No Default or Event of Default has occurred Coopers & ▇▇▇▇▇▇▇ L.L.P., public accountants for Parent and is continuing or would result from the issuanceSubsidiary, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvalsdelivered a letter, opinionsdated the Closing Date, or documents addressed to Parent, in form and substance reasonably satisfactory to Parent stating that the Merger will qualify as either may reasonably requesta pooling-of-interests transaction under APB 16.

Conditions. The issuanceeffectiveness of this Agreement shall be conditioned upon the following: (a) The following documents shall have been duly authorized and executed by the parties thereto, amendment or extension of any Facility Letter of Credit is subject shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the satisfaction in full of the following conditions on the Issuance DateAgent: (i) this Agreement, duly executed and delivered by the Borrower shall have delivered to Borrower, the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, Agent and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlBanks constituting Majority Banks; (ii) as the certificate of the Issuance Date no order, judgment secretary or decree assistant secretary of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable Borrower certifying as to the Issuer incumbency and no directive from any governmental authority with jurisdiction over genuineness of the Issuer shall prohibit signature of each officer of such Issuer from issuing Letters Person executing Loan Documents to which it is a party and certifying that: (A) the articles of Credit generally incorporation of such Person have not been amended, modified or from issuing that Facility Letter repealed since the date delivered to the Agent, (B) the by-laws of Creditsuch Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the following statements shall be true"Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate Majority Banks attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of CreditI; (iv) the Issuer docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such other approvalsfilings and recordations, opinionssuch security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or documents could reasonably be expected to have, a material adverse effect has occurred, except as either may reasonably requesta previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The issuanceobligations of the Underwriters hereunder shall be subject, amendment or extension of any Facility Letter of Credit is subject in their discretion, to the satisfaction in full condition that all representations and warranties and other statements of Brazil herein are, at and as of the Time of Delivery, true and correct, the condition that Brazil shall have performed all of its obligations hereunder theretofore to be performed in all material respects, and the following conditions additional conditions: (a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; if Brazil has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have become effective by 10:00 p.m., Washington D.C. time, on the Issuance Datedate of this Agreement; any final term sheet contemplated by Section 5(a) hereof, and any other material required to be filed by Brazil pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, or any part thereof or the use of the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; (b) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Underwriters, shall have furnished to you such written opinion or opinions dated the Time of Delivery, with respect to the validity of the Indenture, the Securities, the Registration Statement, the Prospectus and such other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In rendering such opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP may assume all matters of Brazilian law covered by the opinions referred to in Section 8(c); (c) ▇▇▇▇▇▇▇▇ Neto Advogados, special Brazilian counsel for the Underwriters, shall have furnished to you such written opinion or opinions dated the Time of Delivery, with respect to the validity of this Agreement, the Indenture, the Securities, the Registration Statement, the Prospectus and such other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; in rendering such opinion, such counsel may assume all matters of United States federal and New York law covered by the opinions referred to in Section 8(b); (d) The Attorney General of the National Treasury or another duly authorized attorney of the Office of the Attorney General of the National Treasury of the Ministry of Finance, shall have furnished to you a written opinion dated the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) This Agreement has been duly authorized, executed and delivered by Brazil and constitutes a valid and legally binding agreement of Brazil; (ii) The Securities have been duly authorized, executed, issued and delivered by Brazil, and assuming due authentication by the Borrower shall have delivered Trustee, constitute valid and legally binding obligations of Brazil enforceable in accordance with their terms and entitled to the Issuer at benefits provided by the Indenture, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; (iii) The Indenture has been duly authorized, executed and delivered by Brazil and, assuming due authorization, execution and delivery thereof by the Trustee, constitutes a valid and legally binding agreement of Brazil enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; (iv) Neither the execution and delivery of this Agreement, the Indenture or the Securities, nor the consummation of the transactions herein or therein contemplated, nor compliance with the terms and provisions hereof or thereof, including performance of each of the obligations contained in the Securities, (A) to such times and counsel’s best knowledge after due inquiry, will conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, loan agreement or other agreement or instrument for borrowed money known to such manner counsel to which Brazil is a party, (B) will conflict with, violate or result in a breach of the Constitution of Brazil as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant amended to the terms thereofdate hereof or as currently proposed to be amended by any currently pending resolution of the Brazilian National Congress (i.e., a resolution that initially has been voted upon and approved by both houses of Congress), or any statutes, laws, decrees or regulations of Brazil, (C) to such counsel’s best knowledge after due inquiry, will conflict with or result in a breach of any of the terms, conditions or provisions of any treaty, convention or agreement to which Brazil is a party or constitute a default thereunder or (D) will result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the revenues or assets of Brazil under any such treaty, convention or agreement which, in the case of clause (A), (B), (C), or (D), could have a material adverse effect on the financial, economic or fiscal condition of Brazil or affect the validity or enforceability of the Securities; (v) The Registration Statement, the Basic Prospectus, the Pricing Disclosure Package and the Prospectus and their filing with the Commission have been duly authorized by and on behalf of Brazil, and the proposed Facility Letter Registration Statement has been duly executed by and on behalf of Credit Brazil; His Excellency ▇▇▇▇▇▇ ▇▇▇▇▇ do ▇▇▇▇▇▇ has been duly appointed as the Authorized Representative of Brazil in connection with the Registration Statement; the information in the Registration Statement, the Basic Prospectus, the Pricing Disclosure Package and the Prospectus stated on the authority of public officials of Brazil has been stated in their official capacities duly authorized by Brazil; statements with respect to matters of Brazilian law set forth in the Registration Statement and in the Basic Prospectus under the caption “Arbitration and Enforceability” are true and correct in all material respects; (vi) All Brazilian Government Authorizations (which shall be reasonably satisfactory to specified in such Issuer in form opinion) of or with any Brazilian Government Agency required by Brazil for the execution and content, provided, however, in the event of any conflict between the terms delivery of this Agreement and the terms Indenture and for the execution, issuance, sale and delivery of the Reimbursement Securities, and the consummation by Brazil of the transactions contemplated by this Agreement, the terms of this Agreement shall controlIndenture or the Securities have been obtained and are in full force and effect; (iivii) as Under the laws of Brazil, neither Brazil nor any of its property has any immunity from the jurisdiction of any Brazilian court or from the execution of any judgment in Brazil (except for the limitation on alienation of public property under Article 100 of the Issuance Date no order, judgment Civil Code of Brazil) or decree from enforcement therein of any courtarbitral award on the grounds of sovereignty or otherwise; the execution of an arbitral award, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing as well as the Facility Letter execution of Credit and no lawany judgment, rule or regulation applicable to against Brazil in Brazil are only available in accordance with the Issuer and no directive from any governmental authority with jurisdiction over procedures set forth in Article 910 et seq. of the Issuer shall prohibit such Issuer from issuing Letters Civil Procedure Code of Credit generally or from issuing that Facility Letter Brazil of CreditMarch 16, 2015; (iiiA) The agreement of the parties to this Agreement, the Indenture and the Securities that these agreements shall be governed by, and construed in accordance with, the laws of the State of New York would be recognized and effective in the courts of Brazil in any action or proceeding involving Brazil arising out of or relating to this Agreement, the Indenture or the Securities, if giving effect to such law would not be against the principles of Brazilian public policy as set forth in Article 17 of Decree Law 4,657. In light of, among other things, the contents of Articles 9 and 17 of Decree Law 4,657, such counsel has no reason to believe that giving effect to the laws of the State of New York governing the obligations of Brazil under this Agreement, the Indenture and the Securities would be against Brazilian public policy. (B) (i) The submission of Brazil pursuant to Section 15 hereof, Section 9.8 of the Indenture and Section 17 of the Securities to arbitration in New York, New York, and (ii) the following statements shall be trueappointment of the Authorized Agent (as defined herein, and the Agent and such Issuer shall have received a certificate, substantially in the form Indenture and in the Securities) as its authorized agent for the purposes described in Section 15 hereof, in Section 9.8 of the certificate attached hereto as Exhibit D, signed by a duly authorized officer Indenture and in Section 17 of the Borrower dated the Issuance Date stating that: (a) the representations Securities are each valid and warranties contained in Article IV of this Agreement are correct in all material respects legally binding on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestBrazil.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit the amendments to the Original Agreement effected by this Agreement is subject to the fulfillment, to the reasonable satisfaction in full of Lender, of each of the following conditions on the Issuance Dateprecedent set forth below: (ia) the Borrower Effective Date shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controloccurred; (iib) immediately before, as of and immediately following the Issuance Effective Date no order, judgment and after giving effect to this Amendment and the Transactions contemplated to occur at or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable prior to the Issuer Effective Date, no Default or Event of Default shall have occurred and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally be continuing (or from issuing that Facility Letter of Creditwill result therefrom); (iiic) the following statements shall be true, and the Agent and such Issuer Lender shall have received a certificatecopy, substantially certified as true and correct by an Authorized Person, of an amendment and restatement of that certain Term Loan Agreement dated as of February 12, 2009 by and among Borrower, the guarantors thereto and Mayflower L.P., in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that:and substance reasonably satisfactory to Lender; (ad) Lender shall have received a copy, certified as true and correct by an Authorized Person, of a consent given by Mayflower L.P. with respect to this Agreement, in form and substance reasonably satisfactory to Lender; (e) the representations and warranties contained in Article IV of this Agreement are and the other Loan Documents shall be true and correct in all material respects on and as of such Issuance the Effective Date as though made on and as of such Issuance Date (except to the extent that any such representation or warranty is stated to representations and warranties relate solely to an earlier date); (f) Borrower shall have paid all expenses incurred by Lender in connection with the execution and delivery of this Agreement, including the fees and expenses of counsel to Lender; and (g) all other documents and legal matters in connection with the Transactions contemplated to occur at or prior to the Effective Date shall have been delivered, executed or recorded and shall be in form and substance reasonably satisfactory to Lender. Borrower shall provide a certificate by an Authorized Person certifying that all conditions precedent set forth above have been fulfilled. Promptly following receipt of such certificate the Lender shall confirm in writing that, in reliance on such certification, all conditions precedent set forth above have been fulfilled to its satisfaction, unless it has reason not to so confirm, in which case such representation or warranty is correct in all material respects as Lender shall communicate to the Borrower the reason for its inability to confirm satisfaction of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably request.conditions precedent..

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner are as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatfollows: (a) a term sheet for the UOE Supply Agreement shall have been agreed to and delivered by the parties thereto; (b) the GE Loan Agreement shall have been executed and delivered by Emcore and GE and Emcore shall have received the proceeds of the GE Loan as referred to in section 3.01(a)(ii) of this Agreement; (c) GE shall be reasonably satisfied with its legal due diligence review of Emcore as it relates to the issuance of the Emcore Warrants, the Emcore Warrant Agreement shall have been executed and delivered by Emcore and GE, GE shall have received the Emcore Warrants to be issued thereunder and GE shall have received a reasonably satisfactory legal opinion from White & Case with respect to the Warrant Agreement; (d) no injunction or order of any court or administrative agency of competent jurisdiction will be in effect, and no statute, rule or regulation of any Governmental Authority will have been promulgated or enacted which restricts, prohibits or prevents the consummation of the Contemplated Transactions; (e) the representations and warranties of each party contained in Article IV of this Agreement are correct in all material respects on the Transaction Documents shall be accurate at and as of such Issuance the Closing Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as if made at and as of such earlier date; and (b) No Default or Event date and each party shall have received a certificate signed by an authorized representative of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Creditother party to the foregoing effect; (ivf) Nothing *** shall prohibit Emcore from performing its obligations under this Agreement or any other Transaction Document. If this Agreement is terminated by a party because one or more of the Issuer and conditions outlined above have not been satisfied on or before the Agent Closing Date, no party hereto shall have received such any liability or further obligation to the other approvals, opinions, or documents as either may reasonably requestparty to this Agreement.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to This Amendment shall become effective on the satisfaction in full of date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the Issuance “Amendment Effective Date:”): (ia) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the The Administrative Agent and such Issuer shall have received a certificatecounterpart of this Amendment, substantially in executed and delivered by the form of Credit Parties, the certificate attached hereto as Exhibit DAdministrative Agent, signed by a duly authorized officer of the Borrower dated Supermajority Lenders, each Incremental Lender and the Issuance Date stating that:Swingline Lender. (ab) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties contained made by the Credit Parties in Article IV of this or pursuant to the Credit Agreement are or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of such Issuance the Amendment Effective Date as though if made on and as of such Issuance Date date except to the extent that any for such representation or warranty is representations and warranties expressly stated to relate solely to be made as of an earlier date, date (in which case such representation or warranty is representations and warranties shall be true and correct in all material respects as of such earlier date; and). (bd) No Default or Event of Default has occurred and is continuing or would result from shall exist on the issuance, amendment or extension of such Facility Letter of Credit;Amendment Effective Date. (ive) the Issuer and the The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such other approvals, opinions, or documents matters incident to the transactions contemplated herein as either the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Amendment is subject to the satisfaction in full of the following conditions on precedent, unless specifically waived by Agent: (a) Agent shall have received the Issuance Datefollowing documents, each in form and substance satisfactory to Agent: (i) This Amendment, duly executed by Borrowers, together with the Borrower shall have delivered to Consent and Ratification (the Issuer at such times and in such manner as "Ratification") hereto, duly executed by the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control;Guarantors; and (ii) Company General Certificates dated as of the Issuance Date no orderdate of this Amendment, judgment in form and substance satisfactory to Agent, certified by the Secretary of the Borrowers and the Guarantors certifying among other things, that the Borrowers' and Guarantors Board of Directors have met and have adopted, approved, consented to and ratified resolutions which authorize the execution, delivery and performance by Borrowers of this Amendment, and the Guarantors of the Ratification, and each other document, instrument and agreement executed in connection with or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable relating to the Issuer Agreement, this Amendment or the Ratification (hereinafter individually referred to as a "LOAN DOCUMENT" and no directive from any governmental authority with jurisdiction over collectively referred to as the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit"LOAN DOCUMENTS"); (iiib) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the The representations and warranties contained herein, in Article IV of this Agreement are the Agreement, as amended hereby, and/or in each other Loan Document shall be true and correct in all material respects on and as of such Issuance Date the date hereof, as though if made on the date hereof; (c) No Event of Default shall have occurred and as be continuing and no Default shall exist, unless such Event of such Issuance Date except to the extent that any such representation Default or warranty is stated to relate solely to an earlier date, Default has been specifically waived in which case such representation or warranty is correct in all material respects as of such earlier datewriting by Agent; and (bd) No Default or Event of Default has occurred All corporate proceedings taken in connection with the transactions contemplated by this Amendment and is continuing or would result from the issuanceall documents, amendment or extension of such Facility Letter of Credit; (iv) the Issuer instruments and the Agent other legal matters incident thereto, shall have received such other approvals, opinions, or documents as either may reasonably requestbe satisfactory to Agent.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to This Amendment shall become effective upon the satisfaction in full of the following conditions on precedent no later than February 9, 2017 (the Issuance “Fifth Amendment Effective Date:”): (a) This Amendment shall have been duly executed and delivered by each Loan Party, the Administrative Agent and the Lenders. (b) The Administrative Agent shall have received certificates executed by a Responsible Officer of each Loan Party attaching (i) resolutions or other action authorizing the Borrower actions under this Amendment and the Credit Agreement as amended hereby, (ii) incumbency certificates, (iii) certified copies of the Organization Documents of such Loan Party, in each case, certified as true, accurate and complete and in effect on the date hereof (or a certification that there shall have delivered been no changes to the Issuer at Organization Documents of such times Loan Party since August 2, 2016) and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and (iv) such other documents and materials certifications as the Administrative Agent may be reasonably required pursuant require to the terms thereofevidence that each Loan Party is duly organized or formed, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, howeverthat each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the event conduct of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreementits business requires such qualification, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated failure to relate solely do so could not reasonably be expected to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; andhave a Material Adverse Effect. (bc) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in this Section 5 have been satisfied, and (ii) that there has been no event or circumstance since December 29, 2015 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (d) The Administrative Agent shall have received a certificate attesting to the Solvency of the Loan Parties on a consolidated basis before and after giving effect to this Amendment, from the chief financial officer of the Borrower. (e) The Administrative Agent shall have received an executed copy of an agreement by a Sponsor Investor, in form and substance reasonably acceptable to the Administrative Agent, to purchase Qualified Securities in the Borrower for not less than $18,500,000 in gross cash proceeds and the Borrower shall receive the proceeds of such issuance no later than the Fifth Amendment Effective Date. (f) The Administrative Agent shall have received the list of Restaurants to be closed or refranchised referred to in the definition of “Identified Restaurant Closures/Re-Franchisings (2017)” in the Credit Agreement which shall be in form and substance acceptable to the Administrative Agent. (g) The Administrative Agent shall have received an agreeement, in form and substance reasonably satisfactory to the Administrative Agent, acknowledging and agreeing that certain of the text shown as unmarked text in Exhibit A to the Fourth Amendment is not, and has never been, effectively part of the Credit Agreement, despite a scrivener’s error which included at least part of such text as unmarked text in Exhibit A to the Fourth Amendment. (h) The representations and warranties set forth in Section 4 hereof shall be true and correct. (i) All fees and expenses due and owing to the Administrative Agent and the Lenders and required to be paid on or before the Fifth Amendment Effective Date pursuant to that certain Fifth Amendment Fee Letter dated as of February 8, 2017 by and among the Administrative Agent and the Borrower, shall have been paid (or shall be paid concurrently with the closing of this Amendment). (j) The Administrative Agent shall have been reimbursed for all reasonable and documented fees and out-of-pocket charges and other approvalsexpenses incurred in connection with this Amendment, opinionsincluding, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, to the extent documented prior to or documents as either may reasonably requeston the date hereof (for the avoidance of doubt, a summary statement of such fees, charges and disbursements shall be sufficient documentation for the obligations set forth in this Section 5(j); provided that supporting documentation for such summary statement is provided promptly thereafter).

Conditions. 4.1 The issuance, amendment or extension obligation of any Facility Letter of Credit the Lessor to lease the Aircraft to the Lessee under this Agreement is subject to the satisfaction condition that, on or prior to Delivery, the Lessor shall have received the documents and evidence specified in full Parts 1 and 2 of schedule 1 in form and substance satisfactory to the Lessor. 4.2 The obligation of the following Lessor to lease the Aircraft to the Lessee under this Agreement is subject to the further conditions on that:- (a) the Issuance Aircraft shall have been delivered to the Lessor and the Lessor shall have received a bill of sale from the Lessee dated the Delivery Date:; (b) all necessary governmental and other third party consents or approvals required to permit the Lessor to lease the Aircraft to the Lessee shall have been received by the Lessor; (c) the representations and warranties of (i) the Borrower Lessee set out in clause 2.1 and in the Aircraft Purchase Agreement and (ii) SAS BV set out in clause 2.2, are true and correct as if each were made with respect to the facts and circumstances existing immediately prior to the time when Delivery is to take place; (d) the Lessor shall have delivered to received an appraisal of the Issuer at such times and in such manner as fair market value of the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to Aircraft performed by Aircraft Information Services, Inc. which the terms thereofLessor, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between notwithstanding the terms of this Agreement clause 4.2, acknowledges and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlconfirms it has received and that such appraisal is acceptable to it in form and substance; (iie) as no Relevant Event shall have occurred and be continuing or would arise by reason of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit;Delivery taking place; and (iiif) the following statements shall be true, and the Agent and such Issuer Lessor shall have received a certificatewritten notice from the Lessee at least one (1) Banking Day prior to Delivery specifying the Delivery Date, substantially in the form serial numbers of the certificate attached hereto as Exhibit D, signed by a duly authorized officer Engines being delivered pursuant to the Aircraft Purchase Agreement and confirming the amount of the Borrower dated instalments of Rent to be paid pursuant to clause 7.1(a). 4.3 The obligation of the Issuance Date stating Lessee to take the Aircraft on lease under this Agreement is subject to the condition that, prior to Delivery, the Lessee shall have received the documents and evidence specified in Part 3 of schedule 1 in form and substance satisfactory to the Lessee. 4.4 The obligation of the Lessee to take the Aircraft on lease under this Agreement is subject to the further conditions that: (a) the representations and warranties contained of the Lessor in Article IV of this Agreement are clauses 2.3, 2.4, 6.1 and 6.2 shall be true and correct in all material respects on and as of such Issuance Date as though if each was made on and as of such Issuance Date except with respect to the extent that any such representation or warranty facts and circumstances existing immediately prior to the time when Delivery is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; andtake place; (b) No Default no Total Loss or Event of Default has Engine Loss shall have occurred and is continuing on or would result from the issuance, amendment or extension of such Facility Letter of Creditprior to Delivery; (ivc) the Issuer and the Agent Delivery shall have received such other approvals, opinions, or documents as either may reasonably requestoccurred.

Conditions. The issuance, amendment or extension making of any Facility Letter the initial disbursement of Credit the Loan is subject to the satisfaction in full completion of the following conditions on the Issuance Date: precedent in a manner satisfactory to Lender: (i) all filings have been completed that are necessary or advisable to perfect the Borrower shall security interest of Lender in the Collateral, including without limitation UCC filings and intellectual property filings, (ii) the Loan Documents and all other documents relating to this Agreement have delivered been executed and delivered, (iii) Lender has confirmed that there has been no Material Adverse Change since the June 30, 2015 financial statements provided to Lender prior to the Issuer at such times date hereof, (iv) UCC and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereofsearches deemed necessary by Lender have been completed, and the proposed Facility Letter (v) payoff letters, with sufficient evidence of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, howeverrelease of liens, in the event respect of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, existing indebtedness not permitted by the terms of this Agreement shall control; have been delivered, (iivi) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing continuing, and (vii) all other matters relating to the Loan requested by Lender. The making of each additional disbursement of the Loan is subject to the satisfaction of the following conditions precedent on the relevant disbursement date: (i) the representations and warranties made by Borrower contained in this Agreement and the other Loan Documents shall be true and correct on and as of such date, with the same effect as if made on and as of such date (provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such other date), and (ii) no Default or would Event of Default shall exist or shall result from the issuancerequested disbursement. Each request by Borrower for a disbursement of any portion of the Loan shall constitute a representation and warranty by Borrower hereunder, amendment as of the date of each such disbursement, that the conditions in Section 1.2 are satisfied both before and after giving effect to such disbursement. Notwithstanding anything to the contrary in this Section 1.2 or extension otherwise in this Agreement, perfection of security interests in Borrower’s assets outside of the United States shall not be required; provided that the aggregate book value of such Facility Letter of Credit; (iv) the Issuer and the Agent assets shall have received such other approvals, opinions, or documents as either may reasonably requestnot exceed $250,000 at any time.

Conditions. The issuance, amendment or extension Incremental Term Loan Commitments shall become effective as of any Facility Letter of Credit is subject to the satisfaction in full of first date that the following conditions on the Issuance Dateprecedent have been satisfied: (i) all conditions set forth in Section 4.4 with respect to the Borrower applicable Incremental Projects shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlbeen met; (ii) as of since the Issuance Date Closing Date, no order, judgment event or decree of any court, arbitrator or governmental authority circumstance which has had a Material Adverse Effect shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit have occurred and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Creditbe continuing; (iii) the following statements shall be true, and the Agent and such Issuer no Default or Event of Default shall have received a certificate, substantially in the form occurred and be continuing as of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of Incremental Satisfaction Date or would exist immediately after giving effect to the Borrower dated borrowings to be made on the Issuance Date stating that:Incremental Satisfaction Date; (aiv) the all representations and warranties contained in Article IV of this Agreement are and the other Loan Documents (in each case with respect to each date of a Loan for a Project and as of each Inclusion Date with respect to an Incremental Project such representation or warranty as to any Project or any Project Company shall relate only to such Project or Project Company) shall be true and correct in all material respects on and as of the Incremental Satisfaction Date (unless such Issuance representation and warranty is qualified by materiality, in which event such representation and warranty shall be true and correct in all respects) on and as of the Incremental Satisfaction Date with the same force and effect as though if made on and as of such Issuance Date date, except to the extent that any such representation or warranty is stated to representations and warranties expressly relate solely to an earlier date, date (in which case such representation or warranty is representations and warranties shall have been true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances permitted under the Loan Documents; (v) the Borrower shall deliver or cause to be delivered officer’s certificates and legal opinions with respect to the Increase Joinder to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Required Lenders; (vi) The Administrative Agent shall have received, at least ten (10) Business Days prior to the requested Incremental Satisfaction Date: (a) All documentation and other information regarding the Pledgors and the Obligors requested in connection with applicable “know your customer” rules and regulations, Anti-Money Laundering Laws, including the Patriot Act; and (b) No Default or Event of Default has occurred Beneficial Ownership Certifications with respect to each Pledgor and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit;each applicable Obligor. (ivvii) the Issuer Borrower has delivered a notice meeting the requirements set forth in this Section 2.3.1(b) at least forty-five (45) days prior to the Incremental Satisfaction Date; and (viii) no later than ten (10) Business Days before the Inclusion Date, the Borrower shall have delivered to the Administrative Agent (for delivery to each Lender and LC Issuer) (A) a final update to the most recently updated Base Case Projections, which Base Case Projections update shall be satisfactory to the Administrative Agent and the Agent shall have received such other approvalsRequired Lenders (in consultation with the Independent Engineer) and (B) a certificate of an Authorized Officer of the Borrower stating that the Base Case Projections were prepared in good faith based upon assumptions which the Borrower considers to be reasonable at the time made and at the time made available to the Administrative Agent, opinions, or documents the Lenders and LC Issuers and as either may reasonably requestof the Incremental Satisfaction Date.

Conditions. The issuanceIncremental Term Loan Commitment shall become effective, amendment or extension as of any Facility Letter of Credit is such Incremental Term Loan Effective Date; provided, that, subject to Section 1.6 in the satisfaction case of an Incremental Term Facility incurred in full of the following conditions on the Issuance Dateconnection with a Limited Conditionality Transaction: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter each of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained made by any Loan Party in Article IV of this Agreement are or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such Issuance Incremental Term Loan Effective Date as though if made on and as of such Issuance Date date (except to the extent that any such representation or warranty is stated to relate solely to an earlier made as of a specific date, in which case such representation or and warranty is shall be true and correct in all material respects on and as of such earlier specific date; and); (bii) No Default or no Event of Default has occurred and is continuing shall exist immediately prior to or would result from after giving effect to such Incremental Term Facility; (iii) the issuance, amendment Borrower shall deliver or extension of cause to be delivered any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such Facility Letter of Credittransaction; (iv) no Lender will be required to participate in any Incremental Term Facility without its consent; (v) the Issuer Borrower shall be in compliance with the covenants in Section 8.1, calculated on a pro forma basis, including the application of the proceeds of such Incremental Term Loan Commitment (without “netting” the cash proceeds of the applicable Incremental Facility) (and determined on the basis of the financial statements for the most recently ended fiscal quarter), and assuming a full drawing under all Incremental Revolving Facilities constituting revolving commitments incurred at such time; and (vi) the all in yield applicable to any Incremental Term Loan will be determined by the Borrower and the Agent shall have received Lenders providing such other approvals, opinions, or documents as either may reasonably requestIncremental Term Loans.

Conditions. The issuanceThis Limited Waiver and Amendment shall become effective as of the date (the “Effective Date”), amendment or extension of any Facility Letter of Credit is subject to the satisfaction in full when, and only when, each of the following conditions on the Issuance Date: (i) the Borrower precedent shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may been (or are or will be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (iisubstantially concurrently therewith) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatsatisfied: (a) The Administrative Agent (or its counsel) shall have received from the representations and warranties contained in Article IV Borrower either (i) a counterpart of this Agreement are correct in all material respects Waiver and Amendment signed on and as behalf of such Issuance Date as though made on and as of such Issuance Date except Borrower or (ii) written evidence satisfactory to the extent Administrative Agent (which may include facsimile transmission of a signed signature page of this Waiver) that any such representation or warranty is stated to relate solely to an earlier dateBorrower has signed a counterpart of this Waiver and Amendment, in which either case such representation or warranty is correct by no later than 11:59 PM New York City time on May 19, 2008; (b) The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that the Company (as defined in all material respects the Senior Unsecured Note Purchase Agreement) and the Required Note-Holders (as defined in the Senior Unsecured Note Purchase Agreement) shall have entered into a waiver and amendment of such earlier datethe Senior Unsecured Note Purchase Agreement on terms and conditions (including, without limitation, that the 2% of additional interest accruing on the loans thereunder shall be in the form of pay-in-kind interest) satisfactory to the Administrative Agent and Required Lenders; and (bc) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent Borrower shall have received such other approvalsamended the provision of its outstanding Indebtedness under Section 6.01(o) of the Credit Agreement to add subordination provisions in form and substance satisfactory to the Administrative Agent and, opinionsin any event, or documents as either may reasonably requestnot less favorable to the Lenders under the Credit Agreement than to the Note Holders under the Senior Unsecured Note Purchase Agreement.

Conditions. The issuance, amendment or extension obligations of any Facility Letter of Credit is the Agent and the Banks under this Amendment are subject to the satisfaction in full occurrence, prior to or simultaneously with the Third Amendment Effective Date, of each of the following conditions on conditions, any or all of which may be waived in whole or in part by the Issuance DateBanks in writing: a. The Borrowers shall have prepaid the Term Loan by an amount sufficient to cause the principal balance outstanding thereunder on and after the Third Amendment Effective Date to not exceed Sixty Million Dollars ($60,000,000); b. The Borrowers shall have paid (i) to Comerica Bank, in its individual capacity and as Agent (for its sole account), any Arranger’s Fee fee due under the Borrower shall have delivered terms of the Supplemental Agency Fee letter dated July 15, 2009 (“2009 Agency Fee Letter”); and (ii) to Comerica Bank in its capacity as Agent, for distribution to the Issuer at Banks who have executed and delivered consents to this Amendment on or before close of business July 22, 2009 (“Consenting Banks”), an amendment fee in amount equal to 25.0 basis points payable on the Revolving Commitments plus the principal balance outstanding under the Term Loan of the Consenting Banks, in each case, with such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant amounts determined after giving effect to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between reductions thereof provided for under the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlAmendment; c. The Borrowers shall have executed and delivered (iior cause to have executed and delivered) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer Banks any and no directive from any governmental authority with jurisdiction over all documents reasonably requested by the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of CreditBanks; (iii) d. All actions, proceedings, instruments and documents required to carry out the following statements transactions contemplated by this Amendment or incidental thereto and all other related legal matters shall be truehave been satisfactory to and approved by Agent’s counsel, and the Agent said counsel shall have been furnished with such certified copies of actions and proceedings and such Issuer other instruments and documents as they shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier datereasonably requested; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the e. Agent shall have received such other approvalsthe agreements, opinions, or instruments and documents listed on the Closing Checklist attached hereto as either may reasonably requestAnnex II.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Amendment is subject to the satisfaction in full of the following conditions on precedent, unless specifically waived by Agent: (a) Agent shall have received the Issuance Datefollowing documents, each in form and substance satisfactory to Agent: (i) This Amendment, duly executed by Borrowers, together with the Borrower shall have delivered to Consent and Ratification (the Issuer at such times and in such manner as “Ratification”) hereto, duly executed by the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlGuarantors; (ii) Officers’ Certificates dated as of the Issuance Date no orderdate of this Amendment, judgment in form and substance satisfactory to Agent, certified by the Secretary of the Borrowers and the Guarantors certifying among other things, that the Borrowers’ and Guarantors’ Board of Directors have met and have adopted, approved, consented to and ratified resolutions which authorize the execution, delivery and performance by Borrowers of this Amendment, and the Guarantors of the Ratification, and each other document, instrument and agreement executed in connection with or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable relating to the Issuer Agreement, this Amendment or the Ratification (hereinafter individually referred to as a “Loan Document” and no directive from any governmental authority with jurisdiction over collectively referred to as the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit“Loan Documents”); (iiib) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the The representations and warranties contained herein, in Article IV of this Agreement are the Agreement, as amended hereby, and/or in each other Loan Document shall be true and correct in all material respects on and as of such Issuance Date the date hereof, as though if made on the date hereof; (c) No Event of Default shall have occurred and as be continuing and no Default shall exist, unless such Event of such Issuance Date except to the extent that any such representation Default or warranty is stated to relate solely to an earlier date, Default has been specifically waived in which case such representation or warranty is correct in all material respects as of such earlier datewriting by Agent; and (bd) No Default or Event of Default has occurred All corporate proceedings taken in connection with the transactions contemplated by this Amendment and is continuing or would result from the issuanceall documents, amendment or extension of such Facility Letter of Credit; (iv) the Issuer instruments and the Agent other legal matters incident thereto, shall have received such other approvals, opinions, or documents as either may reasonably requestbe satisfactory to Agent.

Conditions. The issuanceobligations of the Underwriters hereunder shall be subject, amendment or extension of any Facility Letter of Credit is subject in their discretion, to the satisfaction in full condition that all representations and warranties and other statements of the Company and the Selling Noteholder herein are, at and as of the Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following conditions additional conditions: (a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 6(a) hereof; the final term sheet contemplated by Section 6(a) hereof, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the Issuance Datepart of the Commission shall have been complied with to your reasonable satisfaction; (b) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, shall have furnished to you such written opinion or opinions (a form of each such opinion is attached as ▇▇▇▇▇ ▇▇(b) hereto), dated the Time of Delivery, in form and substance satisfactory to you, with respect to the matters covered in paragraphs (i), (ii), (iii), (iv), (vi) and (xii)) of subsection (c) below as well as such other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (c) King & Spalding LLP, counsel for the Company, shall have furnished to you their written opinion (a draft of such opinion is attached as ▇▇▇▇▇ ▇▇(c) hereto), dated the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) The Company has been duly incorporated and is validly existing and in good standing under the Borrower shall laws of the state of Delaware; the Company has the corporate power to own and lease its properties and conduct its business as described in the Pricing Prospectus; (ii) All of the outstanding shares of Common Stock have been duly authorized and are validly issued, fully paid and nonassessable; (iii) This Agreement has been duly authorized, executed and delivered by the Company; (iv) The issuance, execution and delivery of the Securities have been duly authorized by the Company; the Securities, when executed and delivered by the Company and duly authenticated in accordance with the terms of the Indenture and delivered to and paid for by Sprint Nextel in accordance with the Issuer at such times terms of the Separation and Distribution Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in such manner accordance with their terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the Issuer may reasonably prescribe a Reimbursement Agreement rights of creditors generally and such other documents and materials as may be reasonably required pursuant to the terms thereofeffect of general principles of equity, and will be entitled to the proposed Facility Letter benefits of Credit shall be reasonably satisfactory the Indenture; and the Securities and the Indenture conform in all material respects to such Issuer in form and content, provided, however, the descriptions thereof in the event Prospectus; (v) To the best of such counsel’s knowledge based solely on inquiries of representatives of the Company who have responsibility for litigation and governmental proceedings, and other than as set forth in the Pricing Prospectus, such counsel does not know of any conflict between litigation or any governmental proceedings instituted or threatened against the terms Company or its consolidated subsidiaries that would be required to be disclosed in the Pricing Prospectus and is not so disclosed; (vi) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and to the effect of general principles of equity; and the Indenture has been duly qualified under the Trust Indenture Act; (vii) The issuance of the Securities by the Company and the execution, delivery and performance of this Agreement and the terms Indenture by the Company and the consummation of the Reimbursement transactions contemplated by this Agreement and the Indenture (a) will not breach or result in a default under or result in the creation or imposition of any lien upon any property of the Company or any Subsidiary pursuant to any agreement or instrument filed as an exhibit to the Registration Statement, (b) will not result in a violation of the provisions of the certificate of incorporation or by-laws of the Company and (c) will not result in a violation of any federal or New York statute or the Delaware General Corporation Law or any rule or regulation that has been issued pursuant to any federal or New York statute or the Delaware General Corporation Law or any order known to such counsel by any court or governmental agency or body having jurisdiction over the Company or any Subsidiary or any of their respective properties, except that it is understood that no opinion is given in this paragraph (vi) with respect to any state securities law or any rule or regulation issued pursuant to any state securities law; (viii) No consent, approval, authorization, order, registration or qualification of or with any federal or New York governmental agency or body or any Delaware governmental agency or body acting pursuant to the Delaware General Corporation Law is required for the issuance and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except (1) such as have been obtained and (2) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters; (ix) The statements set forth in the Prospectus under the caption “Description of the Notes” and “Agreements with Sprint Nextel,” insofar as such statements summarize the legal matters, agreements or documents described therein, are accurate in all material respects; (x) The statements set forth in the Prospectus under the caption “Material United States Federal Income Tax Considerations,” insofar as they purport to constitute summaries of matters of U.S. federal income tax law and regulations or legal conclusions with respect thereto, are accurate summaries of the matters set forth therein in all material respects; (xi) The Company is not and, after giving effect to the offering and sale of the Securities and the Spin-Off, will not be an “investment company”, as such term is defined in the Investment Company Act; (xii) The Registration Statement, as of its effective date, and the Prospectus, as of its date, complied as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the rules and regulations thereunder, except that such counsel expresses no opinion with respect to the financial statements and notes thereto, the financial statement schedules and notes thereto and the other financial data included therein or omitted therefrom or the Statement of Eligibility on Form T-1; and although they are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package or the Prospectus, except to the extent set forth in paragraphs (ix) and (x) above, on the basis of the information that was developed in the course of the performance of the services provided by such counsel, nothing has come to such counsel’s attention that causes them to believe that: (i) the Registration Statement, as of its effective date and as of the date of this Agreement, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the terms statements therein not misleading; (ii) the Pricing Disclosure Package, as of this the Applicable Time, contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Prospectus, as of its date and as of the Time of Delivery, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that, with respect to clauses (i), (ii) and (iii) above, such counsel expresses no belief with respect to the financial statements and notes thereto, the financial statement schedules and notes thereto and the other financial data included therein or omitted therefrom or the Statement of Eligibility on Form T-1; and such counsel does not know of any documents that are required to be filed as exhibits to the Registration Statement and are not so filed or of any documents that are required to be summarized in the Prospectus which are not so summarized; (d) ▇▇▇▇▇ Day, counsel for the Selling Noteholder shall have furnished to you their written opinion (a draft of such opinion is attached as ▇▇▇▇▇ ▇▇(d) hereto), dated the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) This Agreement shall controlhas been authorized by all necessary corporate action of, and executed and delivered by, the Selling Noteholder; (ii) as The Exchange Agreement has been authorized by all necessary corporate action of, and executed and delivered by, the Selling Noteholder; (iii) The (i) execution, delivery and performance of (A) this Agreement by the Selling Noteholder and (B) the Exchange Agreement by the Selling Noteholder, (ii) sale of the Issuance Date no orderSecurities by the Selling Noteholder and (iii) compliance with the terms and provisions thereof by the Selling Noteholder will not violate any law or regulation known to such counsel to be generally applicable to transactions of this type, judgment or any order or decree of any court, arbitrator or governmental authority shall enjoin agency that is binding upon the Selling Noteholder or restrain such Issuer from issuing its property or violate or result in a default under any of the Facility Letter of Credit terms and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form provisions of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of incorporation or bylaws of the Borrower dated Selling Noteholder or any agreement to which the Issuance Date stating that: Selling Noteholder is a party or bound (the opinion being limited (i) to those orders, decrees and agreements identified on exhibits to the opinion, and (ii) in that counsel expresses no opinion with respect to any violation (a) not readily ascertainable from the representations and warranties contained in Article IV face of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation order, decree or warranty is stated to relate solely to an earlier dateagreement, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default arising under or Event based upon any cross default provision insofar as it relates to a default under an agreement not identified on the exhibits to the opinion, or (c) arising as a result of Default has occurred and is continuing any violation of any agreement or would result from the issuance, amendment covenant by failure to comply with any financial or extension of such Facility Letter of Creditnumerical requirement requiring computation); (iv) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required in connection with the Issuer execution, delivery or performance of this Agreement or the Exchange Agreement by the Selling Noteholder, or in connection with the sale of the Securities by the Selling Noteholder to the Underwriters, except as may be required under (1) state securities or Blue Sky laws or (2) the Act, the Exchange Act or the Trust Indenture Act; (v) Upon payment by the Underwriters for the Securities to be sold by the Selling Noteholder as provided in this Agreement, delivery (within the meaning of Section 8-301 of the Uniform Commercial Code, as in effect in the State of New York on the date hereof) ( the “UCC”)) of such Securities, as directed by the Underwriters, to, and receipt by, Cede & Co. (“Cede”) or such other nominee in the Agent State of New York as may be designated by The Depository Trust Company (“DTC”), continuing registration of such Securities in accordance with the Company’s certificate of incorporation, bylaws and applicable law on the Company’s registry in the name of Cede or such other nominee and DTC’s indicating by book entry that the Securities have been credited to the Underwriters’ “securities accounts” (as defined in Section 8-501(a) of the UCC) maintained by DTC for the Underwriters in accordance with Section 8-501 of the UCC, (A) DTC will be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) the Underwriters will acquire a “security entitlement” (as defined in Section 8-102 of the UCC) in respect of such Securities under Section 8-501 of the UCC and (C) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Securities may be asserted against the Underwriters with respect to such security entitlement within the meaning of section 8-502 of the UCC. (e) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special Delaware counsel for the Selling Noteholder shall have received such furnished to you their written opinion (a draft of which is attached as ▇▇▇▇▇ ▇▇(e) hereto), dated the Time of Delivery, in form and substance satisfactory to you, to the effect that the Exchange Agreement constitutes a valid and binding obligation of the Selling Noteholder, enforceable against the Selling Noteholder in accordance with its terms; (f) On the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m. New York City time on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at the Time of Delivery, KPMG LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, to the effect set forth in Annex I hereto (the executed copy of the letter delivered prior to the execution of this Agreement is attached as Annex I(a) hereto and a draft of the form of bring-down letter to be delivered on the effective date of any post-effective amendment to the Registration Statement and as of the Time of Delivery is attached as ▇▇▇▇▇ ▇(b) hereto); (i) Neither the Company nor any of its Subsidiaries shall have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package any loss or interference with its business from fire, explosion, flood or other approvalscalamity, opinionswhether or not covered by insurance, or documents from any labor dispute or court or governmental action, order or decree, otherwise than as either may reasonably request.set forth or contemplated in the Pricing Disclosure Package, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package there shall not have been any change in the capital stock (other than (i) issuances of capital stock upon exercise of options and settlement of restricted stock units and (ii) grants of stock options, restricted stock, restricted stock units and other equity-based awards and equity-based compensation) or change in long-term debt of the Company or any of its Subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its Subsidiaries, otherwise than as set forth or contemplated in the Pricing Disclosure Package, the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package; (h) On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Co

Conditions. The issuanceThis Amendment shall become effective as of the date hereof (the “First Amendment Effective Date”) upon receipt by the Administrative Agent of each of the following, amendment or extension of any Facility Letter of Credit is subject in each case in form and substance satisfactory to the satisfaction in full of the following conditions on the Issuance DateAdministrative Agent: (ia) duly executed counterparts to this Amendment from the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such Borrower, each other documents and materials as may be reasonably required pursuant to the terms thereof, Loan Party and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlRequired Lenders; (iib) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer Responsible Officer of the Borrower dated the Issuance Date Borrower, stating that: that (ai) no Event of Default has occurred and is continuing, or would result immediately after giving effect to this Amendment, and (ii) the representations and warranties contained in Article IV III of this the Credit Agreement and Section 4 below are correct in all material respects on true and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of the First Amendment Effective Date (or in all respects as of such earlier datedate if such representation and warranty is qualified by Material Adverse Effect or other materiality qualifier) (including with respect to solvency as of the First Amendment Effective Date); (c) a customary written opinion (addressed to the Administrative Agent and the Lenders and dated the First Amendment Effective Date) of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, and covering such matters relating to the Loan Parties and this Amendment, as the Administrative Agent shall reasonably request; and (bd) No Default or Event of Default has occurred and is continuing or would result payment from the issuanceBorrower of all fees due and payable as of the First Amendment Effective Date and all expenses required to be reimbursed by the Borrower for which invoices have been presented to the Borrower (including the reasonable fees and expenses of legal counsel), amendment each case on or extension of such Facility Letter of Credit; (iv) before the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestFirst Amendment Effective Date.

Conditions. The issuance, amendment or extension obligations of any Facility Letter of Credit is subject the Lenders to make Loans hereunder shall not become effective until the satisfaction in full date on which each of the following conditions on the Issuance Date:is satisfied (or waived in accordance with Section 7.02): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms counterpart of this Agreement and the terms signed on behalf of the Reimbursement Agreement, the terms of this Agreement shall control; such party or (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable written evidence satisfactory to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such Issuer from issuing Letters party has signed a counterpart of Credit generally or from issuing that Facility Letter of Credit;this Agreement. (iiib) the following statements shall be true, and the The Administrative Agent and such Issuer shall have received a certificatefavorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of in-house counsel for the Borrower, substantially in the form of Exhibit B. The Borrower hereby requests such counsel to deliver such opinion. (c) The Administrative Agent shall have received such documents and certificates as the certificate attached hereto as Exhibit DAdministrative Agent or its counsel may reasonably request relating to the organization, signed by a duly authorized officer existence and, if applicable, good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) The representations of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained set forth in Article IV III of this Agreement are shall be true and correct in all material respects on and as of such Issuance Date as though made on and as the date of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; andBorrowing. (be) No At the time of and immediately after giving effect to such Borrowing no Default or Event of Default has shall have occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit;be continuing. (ivf) The Borrower shall have delivered the Issuer Firm Public Offering Shares to the underwriters of the Borrower’s initial public offering within four (4) Business Days after the Master Agreement Closing Date. The Administrative Agent shall notify the Borrower and the Agent Lenders of the Effective Date, and such notices shall have received be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 7.02) at or prior to 3:00 p.m., New York City time, on June 11, 2004 (and, in the event such other approvalsconditions are not so satisfied or waived, opinions, or documents as either may reasonably requestthe Commitments shall terminate at such time).

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Amendment is subject to the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatprecedent: (a) the representations and warranties contained in Article IV The Lender shall have received a counterpart of this Agreement are correct in all material respects on Amendment duly executed by the Borrower and the Lender; (b) The Lender shall have received an executed copy of that certain letter agreement dated as of such Issuance Date the date hereof by and between the Borrower and the Lender (the “Fee Letter”); (c) The Lender shall have received: (i) certificates of good standing or existence, as though made on may be available from the Secretary of State of the jurisdiction of incorporation of the Borrower and each other jurisdiction where the Borrower is required to be qualified to do business as a foreign corporation, and (ii) certificates of such Issuance Date except good standing or existence with respect to each material Subsidiary of the extent that any such representation or warranty is stated to relate solely to an earlier dateBorrower (which shall include, in which case any event, each Financial Institution Subsidiary), as may be available from the Secretary of State of the jurisdiction of incorporation of each such representation Subsidiary and each other jurisdiction where such Subsidiary is required to be qualified to do business as a foreign corporation (except, solely with respect to United Community Bank, in the State of Tennessee); (d) The Lender shall have received a certificate of the Secretary or warranty is correct in Assistant Secretary of the Borrower attaching and certifying copies of its bylaws and of the resolutions of its board of directors, authorizing the execution, delivery and performance of this Agreement; (e) The Borrower shall have paid all material respects as of such earlier datefees and expenses contemplated by: (i) Section 7 hereof and (ii) the Fee Letter; and (bf) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent The Lender shall have received such other approvalsdocuments, opinions, or documents instruments and agreements as either the Lender may reasonably requestrequest relating to the transactions contemplated herein.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter Article II of Credit this Amendment is subject to the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatprecedent: (a) The Administrative Agent shall have received this Amendment duly executed by the Borrower, the Guarantors and the Banks and each Bank shall have receive a new Note in the amount of its Commitment in effect after giving effect to this Amendment if such Commitment amount is different then the principal amount of its existing Note; (b) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of Borrower and the Guarantors, the authorization of this Amendment, the Notes and the transactions contemplated hereby and any other legal matters relating to this Amendment reasonably requested by the Administrative Agent, all in form and substance satisfactory to the Administrative Agent and its counsel; (c) The representations and warranties contained in Article IV of this Agreement are correct herein and in all material respects on other Loan Documents, as amended hereby, shall be true and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of the date hereof as if made on the date hereof, except for such earlier daterepresentations and warranties limited by their terms to a specific date and the representations and warranties in the first sentence of Section 4.15(b) which shall be deemed made as of the Effective Date; (d) The receipt by each Bank of a fee equal for each Bank to its Applicable Percentage of $62,500; (e) The Administrative Agent shall have received all fees due and payable on or prior to the effective date of this Amendment; (f) No Default shall exist; and (bg) No Default or Event of Default has occurred All proceedings taken in connection with the transactions contemplated by this Amendment and is continuing or would result from the issuanceall documentation and other legal matters incident thereto shall be satisfactory to Administrative Agent and its legal counsel, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestHunton & ▇▇▇▇▇▇▇▇ LLP.

Conditions. 2.1 The issuance, amendment obligations of the Investor to subscribe and pay for the Firm Shares shall be conditional on the following Conditions being satisfied: 2.1.1 the ownership of all of the Key Intellectual Property Rights having been duly vested into the Issuer or extension any of any Facility Letter of Credit is subject its subsidiaries free from all Encumbrances to the satisfaction in full of the following conditions on Investor; 2.1.2 the Issuance Date: (i) the Borrower shall have delivered Reorganisation having been duly completed to the Issuer at such times and in such manner as satisfaction of the Investor; 2.1.3 each of the Key Employees having duly entered into an employment agreement (or supplemental agreement) containing restrictive covenants provisions with the Issuer may reasonably prescribe a Reimbursement Agreement or its subsidiaries and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer termination provisions in form and contentsubstance acceptable to the Investor; 2.1.4 all of the Warranties made, providedor any of the undertakings given, howeverby the Issuer under this Agreement continuing to be true, in accurate and correct and not misleading as of the event of any conflict between Closing Date, and as if made on the terms of Closing Date; 2.1.5 the Issuer having obtained all necessary authorisations, approvals or consents required under the Articles and By-laws and applicable Laws for entering into this Agreement and the terms transactions contemplated hereunder, including the allotment and issue of the Reimbursement AgreementSubscription Shares; 2.1.6 the Investor having obtained all necessary authorisations, approvals or consents required under its articles and by-laws and applicable Laws to subscribe for the terms Subscription Shares from the Issuer; 2.1.7 the Investor having been satisfied with the results of its due diligence investigations on the Issuer and its Subsidiaries, taken as a whole and being satisfied that key technologies and products of the Issuer can be applied commercially and in an economically viable and profitable manner; 2.1.8 all the authorisations, approvals, consents, waivers and permits of the relevant authorities of the relevant jurisdictions which are necessary to give effect to this Agreement and the transactions contemplated hereunder as required by all applicable Laws having been granted, received and obtained and remaining in full force; 2.1.9 the Issuer having performed all of its obligations hereunder expressed to be performed on or before such dates; 2.1.10 no shares or securities convertible into shares having been issued by the Issuer or its Subsidiaries since the date of this Agreement shall controlAgreement; (ii) as 2.1.11 no Material Adverse Effect having occurred; 2.1.12 no injunction, interim or otherwise, having been granted in respect of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer which would prohibit the Issuer from issuing entering into and performing its obligations under this Agreement; and 2.1.13 there being no litigation pending against the Facility Letter Issuer that, if decided adversely, would inhibit or otherwise delay the consummation of Credit and no law, rule or regulation applicable the transactions contemplated in this Agreement. 2.2 The Investor may in its absolute discretion at any time before Closing waive any of the Conditions by notice to the Issuer and no directive from any governmental authority with jurisdiction over such waiver may be subject to such terms and conditions as may be agreed between the Investor and the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit;in writing. (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form 2.3 If any of the certificate attached hereto as Exhibit D, signed by a duly authorized officer Conditions remain unsatisfied or is not waived on the day falling on the expiry of the Borrower dated Long Stop Date or becomes incapable of fulfilment on or before the Issuance day falling on the expiry of the Long Stop Date stating that: (a) the representations and warranties contained in Article IV other than as a result of a breach of this Agreement by Powin Corp or the Issuer), this Agreement, other than clause 1 (Interpretation), this clause 2 (Conditions), clauses 8 (Costs and Expenses), 9 (Announcement, Information and Confidentiality), 10 (Notices), 12 (Entire Agreement), 14 (Waiver), 15 (Partial Invalidity), 18 (Governing Law and Jurisdiction) and 19 (Counterparts) shall automatically terminate with immediate effect and each Party's rights and obligations other than those specified above shall cease immediately on termination. Such termination shall not affect the rights and obligations of the Parties existing before termination. 2.4 The Issuer shall, at its own cost, use its best endeavours to ensure that the Conditions set out in clause 2.1 (other than clause 2.1.6) are correct fulfilled as soon as reasonably practicable after the date of this Agreement. 2.5 Each Party shall notify the other Parties as soon as practicable after it becomes aware that a Condition in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent clause 2.1 has been satisfied or that any such representation or warranty Condition is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as incapable of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestfulfilment.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter Article 2 of Credit this Amendment is subject to the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatprecedent: (a) The Administrative Agent (or its counsel) shall have received (i) from each party hereto a counterpart of this Amendment signed on behalf of such party (which, subject to Section 9.06(b) of the Credit Agreement, may include any Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page) and (ii) duly executed copies of any other Loan Documents and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request at least two Business Days prior to the Amendment Effective Date in connection with the transactions contemplated by this Amendment, the Credit Agreement and the other Loan Documents, all in form and substance satisfactory to the Administrative Agent; (b) The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Amendment Effective Date; (c) Immediately after giving effect to this Amendment, the representations and warranties contained of the Loan Parties set forth in Article IV of this Agreement are the Loan Documents shall be true and correct in all material respects on and as of such Issuance Date with the same effect as though made on and as of such Issuance the Amendment Effective Date except to the extent (it being understood and agreed that any such representation or warranty which by its terms is stated made as of a specified date shall be required to relate solely to an earlier date, in which case such representation or warranty is be true and correct in all material respects only as of such earlier specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects); (d) Immediately after giving effect to this Amendment, no Default shall have occurred and be continuing; (e) No event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect; and (bf) No Default or Event of Default has occurred The Administrative Agent and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent its counsel shall have received such other approvalscompleted all legal due diligence, opinions, or documents as either may the results of which shall be reasonably requestsatisfactory to Administrative Agent in its sole discretion.

Conditions. The issuance(a) Subject to Section 4.4, amendment or extension of any Facility Letter of Credit is subject the following are conditions to the satisfaction in full consummation of the following conditions on Distribution (which, to the Issuance Date:extent permitted by applicable Law, may be waived, in whole or in part, by NCR in its sole discretion): (i) the Borrower The Registration Statement shall have delivered been declared effective by the SEC and shall be subject to no further comment, no stop order suspending the Issuer at such times and effectiveness of the Registration Statement shall be in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereofeffect, and no Proceedings for that purpose will be pending before or threatened by the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlSEC; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable The ATMCo Common Stock to be delivered to the Issuer and no directive from any governmental authority with jurisdiction over NCR stockholders in the Issuer Distribution shall prohibit such Issuer from issuing Letters have been accepted for listing on the NYSE, subject to official notice of Credit generally or from issuing that Facility Letter of Creditdistribution; (iii) the following statements NCR shall be truehave obtained an opinion from each of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, tax counsel to NCR, and the Agent Ernst & Young, LLP, tax advisor to NCR, in form and such Issuer shall have received a certificatesubstance satisfactory to NCR (in its sole discretion), substantially in to the form effect that, among other things, the Distribution, together with certain related transactions, will qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 368(a)(1)(D), 361 and 355 of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of CreditCode; (iv) An independent appraisal firm acceptable to NCR shall have delivered one (1) or more opinions to the Issuer NCR Board confirming that, immediately following the Distribution (A) each of NCR and ATMCo will be able to pay its indebtedness as its indebtedness becomes due in the Agent ordinary course of business and (B) the fair value of each of NCR’s and ATMCo’s respective assets will be greater than the sum of, as applicable, NCR’s or ATMCo’s respective stated liabilities and certain identified contingent liabilities (plus, with regard to NCR, the amount, if any, that would be needed, if NCR was dissolved at the time of Distribution, to satisfy the preferential rights upon dissolution of the holders of shares of Series A Convertible Preferred Stock of NCR, $0.01 par value per share), and such opinions shall be acceptable to the NCR Board in form and substance in the NCR Board’s sole discretion and such opinions shall not have been withdrawn or rescinded; (v) Each of NCR and ATMCo shall have received any necessary permits, registrations and consents under the securities or “blue sky” Laws of states or other political subdivisions of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution and all such permits and authorizations shall be in effect; (vi) No order, injunction or decree issued by any court or arbitral authority of competent jurisdiction shall have been entered and shall continue to be in effect and no other approvalsLaw or other legal restraint or prohibition shall have been adopted or be effective preventing the consummation of the Separation, opinionsDistribution or any of the related transactions contemplated herein; (vii) The portion of the Internal Reorganization Plan to be effectuated prior to the Distribution shall have been effectuated, including the execution of all such instruments, assignments, documents and other agreements necessary to effect such portion of the Internal Reorganization Plan; (viii) The NCR Board shall have declared the Distribution and approved all related transactions (and such declaration or documents approval shall not have been withdrawn); (ix) Any material Governmental Approvals and Consents from Governmental Authorities, in each case, necessary to effect the transactions contemplated by the Internal Reorganization Plan or the Distribution shall have been obtained and be in full force and effect; (x) The financing for the ATMCo Financing Arrangements shall be available on terms acceptable to NCR and ATMCo shall have completed the ATMCo Financing Arrangements and received the proceeds in respect thereof and ATMCo shall have (A) issued to NCR the Debt-for-Debt Indebtedness, (B) completed the Debt Proceeds Distribution and (C) and completed the NCR Intercompany Loan Repayment; (xi) The Information Statement or notice of internet availability of the Information Statement shall have been mailed to the holders of record of NCR Common Stock as either may reasonably requestof the close of business on the Record Date; (xii) Each Ancillary Agreement shall have been executed by each party to such agreement; and (xiii) No event or development shall have occurred or exist that, in the judgment of the NCR Board, in its sole discretion, makes it inadvisable to effect the Separation, the Distribution or the other related transactions (including with respect to the incurrence of Indebtedness necessary to complete the Separation and Distribution). (b) The conditions set forth in this Section 4.5 are for the sole benefit of NCR and shall not give rise to or create any duty on the part of NCR or the NCR Board to waive or not waive any such condition. Any determination made by NCR prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.5 shall be conclusive and binding on the Parties hereto.

Conditions. The issuanceIncremental Term Loan Commitment shall become effective, amendment or extension as of any Facility Letter of Credit is such Term Loan Increase Effective Date; provided, that, subject to Section 1.6 in the satisfaction case of an Incremental Term Facility incurred in full of the following conditions on the Issuance Date: connection with a Limited Condition Acquisition: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter each of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained made by any Loan Party in Article IV of this Agreement are or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such Issuance Term Loan Increase Effective Date as though if made on and as of such Issuance Date date (except to the extent that any such representation or warranty is stated to relate solely to an earlier made as of a specific date, in which case such representation or and warranty is shall be true and correct in all material respects on and as of such earlier specific date); and (bii) No Default or no Event of Default has occurred and is continuing shall exist immediately prior to or would result from after giving effect to such Incremental Term Facility; (iii) the issuance, amendment Borrower shall deliver or extension of cause to be delivered any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such Facility Letter of Credit; transaction; (iv) no Lender will be required to participate in any Incremental Term Facility without its consent; (v) the Issuer Borrower shall be in compliance with the covenants in Section 8.1, calculated on a pro forma basis, including the application of the proceeds of such Incremental Term Loan Commitment (without “netting” the cash proceeds of the applicable Incremental Facility) (and determined on the basis of the financial statements for the most recently ended fiscal quarter), and assuming a full drawing under all Incremental Revolving Facilities constituting revolving commitments incurred at such time; and (vi) the all-in-yield applicable to any Incremental Term Loan will be determined by the Borrower and the Agent shall have received lenders providing such other approvals, opinions, or documents as either may reasonably requestIncremental Term Loan.

Conditions. The issuanceeffectiveness of the consents, amendment or extension of any Facility Letter of Credit is terms and conditions contained herein shall be subject to the satisfaction satisfaction, in full the reasonable determination of Agent, of the following conditions conditions: (a) in the event that Administrative Borrower shall elect for this Amendment No. 2 to become effective by written notification received by Agent on or prior to January 29, 2010 (the Issuance date of the receipt by the Agent of such written notification, the “Election Date:”): (i) the Borrower Agent shall have delivered received on or prior to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereofOctober 23, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms 2009 an original of this Agreement Amendment No. 2, duly authorized, executed and the terms of the Reimbursement Agreement, the terms of this Agreement shall controldelivered by Borrowers and Guarantors; (ii) Agent shall have received on or prior to the October 23, 2009 all consents of Lenders required for the amendments and consents provided for herein; and (iii) as of the Issuance Election Date and after giving effect to this Amendment No. 2, no order, judgment Default or decree Event of Default shall exist or have occurred and be continuing; (b) on or prior to the date of the first issuance of any court, arbitrator New Opco Notes, (i) Agent shall have received on or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable prior to the Issuer October 23, 2009 an original of this Amendment No. 2, duly authorized, executed and no directive from any governmental authority with jurisdiction over delivered by Borrowers and Guarantors if not previously delivered pursuant to clause (a) above; (ii) Agent shall have received on or prior to the Issuer shall prohibit such Issuer from issuing Letters October 23, 2009 all consents of Credit generally or from issuing that Facility Letter of CreditLenders required for the amendments and consents provided for herein if not previously delivered pursuant to clause (b) above; (iii) Agent shall have received true, correct and complete copies of all of the following statements New Opco Note Indenture Documents executed and delivered on the New Opco Note Indenture Effective Date, which shall be truein form and substance reasonably satisfactory to Agent, it being acknowledged that New Opco Note Indenture Documents which are consistent in all material respects with the Description of Notes provided to and approved by the Agent and such Issuer at the time of the launch of the offering of the New Opco Notes shall be satisfactory; (iv) Agent shall have received a certificatetrue, complete and correct copy of the Intercreditor Agreement, in substantially in the form of the certificate attached annexed hereto as Exhibit DA, signed as duly authorized, executed and delivered by a duly authorized officer the parties thereto; (v) Agent shall have received evidence that all corporate and limited liability company proceedings with respect to the incurrence of the Borrower dated Indebtedness under the Issuance Date stating that:New Opco Note Indenture Documents have been taken by Borrowers, Guarantors and their Affiliates, as appropriate; (avi) Agent shall have received, in form and substance satisfactory to Agent, from Associated, a Secretary's certificate evidencing the representations adoption and warranties contained in Article IV subsistence of the corporate resolutions approving the execution, delivery and performance by Associated of this Agreement are correct in all material respects on Amendment No. 2 and as the agreements, documents and instruments to be delivered pursuant to this Amendment No. 2 including the transactions contemplated by the New Opco Note Indenture Documents; (vii) Agent shall have received a copy of such Issuance Date as though made on and as of such Issuance Date except the amendment to the extent that any such representation or warranty is stated to relate solely to an earlier datecertificate of incorporation of Associated Finance providing for the name change from Alside, in which case such representation or warranty is correct in all material respects as Inc. certified by the Secretary of such earlier dateState of the State of Delaware and a UCC-3 reflecting the name change for filing with the Secretary of State of Delaware; and (bviii) No as of the date of the first issuance of any New Opco Notes and after giving effect thereto, no Default or Event of Default has shall exist or have occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestbe continuing.

Conditions. The issuancetransactions contemplated by Sections 1.02, amendment or extension of any Facility Letter of Credit is subject to 1.03, 1.04 and 1.05 shall become effective only upon the satisfaction in full satisfaction, on a single date (which shall be the Effective Date), of the following conditions on (capitalized terms used in this Section III and not otherwise defined herein shall have the Issuance Date:meanings assigned to them in the Amended and Restated Credit Agreement): (ia) all the Borrower payments referred to in Section 1.06 shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlbeen made; (iib) as each Continuing Lender that shall have so requested in accordance with Section 2.06 of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Amended and Restated Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer Agreement shall have received a certificateduly executed Note evidencing the Loans payable to it from time to time under the Amended and Restated Credit Agreement; (c) the Agent shall have received, substantially in the form on behalf of the certificate attached hereto Lenders, legal opinions from each of Debevoise & Plim▇▇▇▇, ▇▇unsel to the Credit Parties, Rich▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇q., General Counsel of ASI, and such foreign counsel to ASI and the Subsidiary Borrowers and other counsel as Exhibit Dshall have been requested by the Agent, signed by a duly authorized officer of the Borrower each such opinion to be dated the Issuance Effective Date stating that:and addressed to the Issuing Banks, the Agent and the Lenders, as to such matters as the Agent may reasonably request, and the Borrowers hereby instruct each such counsel to deliver such opinions. (ad) the representations and warranties contained set forth in Article IV III of this the Amended and Restated Credit Agreement are and in each Credit Document shall be true and correct in all material respects on and as of such Issuance Date date with the same effect as though made on and as of such Issuance Date date, except to the extent that any such representation or warranty is stated to representations and warranties expressly relate solely to an earlier date; (e) all legal matters incidental to this Agreement, the Amended and Restated Credit Agreement, the Borrowings thereunder, the Credit Documents and the Transactions shall be satisfactory to the Lenders and to Cravath, Swaine & Moor▇, ▇▇unsel for the Agent; (f) the Agent shall have received, on behalf of the Lenders, (i) in the case of any Credit Party of which the certificate or articles of incorporation (or other analogous document) has been changed since February 9, 1995, a copy of the certificate or articles of incorporation (or other analogous document), including all amendments thereto, of such Credit Party, certified (where reasonably available, in which the case such representation or warranty is correct in all material respects of any Credit Party organized outside the United States) as of a recent date by the Secretary of State (or other appropriate Governmental Authority) of the state (or country) of its organization, or other evidence reasonably satisfactory to the Agent as to the organization of such earlier Credit Party; (ii) a certificate as to the good standing or subsistence (or other analogous certification), to the extent available, of each of the Credit Parties as of a recent date, from the appropriate Secretary of State (or other appropriate Governmental Authority) or other evidence reasonably satisfactory to the Agent as to the good standing of such Credit Party and a certificate as to the good standing of ASI as a foreign corporation from each applicable Secretary of State including the District of Columbia; (iii) a certificate of the Secretary or Assistant Secretary (or other Responsible Officer, in the case of Credit Parties that do not have a Secretary or an Assistant Secretary) of each Credit Party executing any Credit Document as of the Effective Date dated the Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or other analogous documents to the extent available) of such Credit Party as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Credit Party (and, if necessary, resolutions duly adopted by the shareholders or other equity owners of such Credit Party) authorizing the execution, delivery and performance of this Agreement, the Amended and Restated Credit Agreement and the Credit Documents to which such Credit Party is or is to be a party and, in the case of the Borrowers, the Borrowings, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or analogous documents) 165 8 of such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate (or other analogous certification or such other evidence reasonably satisfactory to the Agent) furnished pursuant to clause (i) above or, if no such certificate is required to be furnished under (i) above, since February 9, 1995, and (D) as to the incumbency and specimen signature of each officer executing this Agreement, the Amended and Restated Credit Agreement, any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party; (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (iii) above; and (v) such other documents as the Lenders, the Issuing Banks or Cravath, Swaine & Moor▇, ▇▇unsel for the Agent, may reasonably request; (g) the Agent shall have received, on behalf of the Lenders, an Officer's Certificate of ASI, dated the Effective Date (i) confirming compliance with the conditions precedent set forth in paragraphs (b) No and (c) of Section 4.01 of the Amended and Restated Credit Agreement insofar as such conditions precedent relate to ASI and its Subsidiaries and (ii) certifying that no Actionable Default or Event of Default (as defined in the Senior Indentures) has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Creditcontinuing; (ivh) the Issuer and the Agent shall have received all Fees and other amounts due and payable on or prior to the Effective Date, including reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any of the Borrowers hereunder or under any Credit Document (to the extent invoices and statements therefor have been received); (i) the Security Documents and the Guarantee Documents shall be in full force and effect on the Effective Date. The Collateral Agent on behalf of the holders of the Obligations shall have a security interest in the Collateral of the type and priority described in each Security Document, perfected to the extent contemplated by Section 3.09 of the Amended and Restated Credit Agreement; (j) the Agent shall have received, on behalf of the Lenders, a satisfactory Perfection Certificate dated the Effective Date from ASI, demonstrating the perfection, to the extent contemplated by Section 3.09 of the Amended and Restated Credit Agreement, of the Liens granted under the Security Documents; (k) the Lenders shall have received a satisfactory pro forma consolidated balance sheet for ASI, reflecting the Transactions, certified by a Financial Officer of ASI, and such balance sheet shall be consistent in all material respects with the information and projections delivered by ASI to the Lenders prior to the date hereof; (l) ASI shall have taken all actions, if any, necessary to designate its liabilities in respect of the Obligations as senior indebtedness for purposes of the subordination provisions of its subordinated indebtedness (including, in the case of ASI, the Subordinated Securities), and the Obligations shall constitute senior indebtedness for such purposes; (m) except as contemplated by the Transactions and as otherwise disclosed to the Lenders prior to the execution and delivery of this Agreement and the Amended and Restated Credit Agreement, there shall not have occurred any Prepayment Event or any other approvalsmaterial change in the capitalization or corporate structure of Holding or the Borrowers since the date of the most recent balance sheet referred to in Section 3.08 of the Amended and Restated Credit Agreement; (n) the Transactions, opinionsincluding the extensions of credit (and in particular the incurrence of the Loans and the issuance of the Letters of Credit) under the Amended and Restated Credit Agreement and the continuance of the Liens created by the Security Documents, shall have been approved or exempted by all requisite Governmental Authorities, and all such approvals or exemptions, including any conditions imposed thereby, shall be in form and substance acceptable to the Lenders. No action shall have been taken by any Governmental Authority which restrains or prevents or seeks to restrain or prevent, or imposes or seeks to impose materially adverse conditions upon, any of the Transactions; (o) no action, suit, litigation or similar proceeding at law or in equity or by or before any court or other Governmental Authority shall exist or, in the case of litigation by a Governmental Authority, be threatened, with respect to any of the Transactions that would in the reasonable opinion of the Lenders be likely to result in a Materially Adverse Effect; (p) the ASI-BV Intercompany Note (as defined in the 1995 ASI Credit Agreement) shall have been amended to be an unsecured note in a manner satisfactory to the Administrative Agent; and (q) all aspects of the structure and documentation of the Transactions and all corporate and other proceedings taken or to be taken in connection therewith and all documents incidental thereto, in each case to the extent not otherwise provided for herein, shall be reasonably satisfactory in form and substance to the Agent and to Cravath, Swaine & Moor▇, ▇▇unsel for the Agent, and the Lenders shall have received copies of all such documents as either the Lenders may reasonably request. Satisfaction of the foregoing conditions shall be conclusively evidenced by (i) receipts executed and delivered by the Agent and ASI, in the case of the condition set forth in clause (a) above and (ii) the making of the payments described in Section 1.06 on the Effective Date, in the case of the conditions set forth in clauses (b) through (q) above; provided that execution and delivery of the receipts referred to in clause (i) above shall not affect the rights of any party hereto to receive amounts due and payable to it and not actually received by such party. Unless and until the transactions contemplated by Sections 1.02, 1.03, 1.04 and 1.05 become effective as provided above, the Credit Documents shall remain in full force and effect in accordance with their respective terms and the rights and obligations of the parties thereto shall not be affected hereby.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Amendment is subject to the satisfaction in full of the following conditions on the Issuance Date:precedent (unless specifically waived in writing by Agent): (ia) the Borrower shall have executed and delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement this Amendment, and such other documents and materials instruments as Agent may be reasonably required pursuant require shall have been executed and/or delivered to Agent; (b) All proceedings taken in connection with the terms thereoftransactions contemplated by this Amendment and all documents, instruments and the proposed Facility Letter of Credit other legal matters incident thereto shall be reasonably satisfactory to such Issuer in form Agent and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlits legal counsel; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (bc) No Default or Event of Default has other than the Existing Events of Default shall have occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Creditbe continuing; (ivd) Borrower shall have paid Agent for the Issuer benefit of Lenders an amendment fee in the amount of $176,154.17, to be paid to each Lender based upon their respective Pro Rata Share (determined in accordance with clause (c) of the definition thereof); (e) Agent shall have received, for the benefit of Lenders, (i) a legal opinion in form and substance reasonably satisfactory to Agent from counsel to each of OCM/GFI Power Opportunities Fund, L.P., and OCM Principal Opportunities Fund, L.P.; and (ii) such financial statements executed by Borrower as Agent may request; (f) Borrower shall have delivered to Agent and Lenders an Excess Cash Flow Certificate in the form of Exhibit 1.5(B) to the Agreement, which certificate shall remove the impact of any purchased working capital and shall otherwise be in form and substance reasonably satisfactory to Agent; (g) Borrower shall have delivered to Agent and Lenders a timeline outlining the stages for exploring the potential sale of Mechanical and Automation Systems, an operating division of Borrower, which outline shall be in form and substance reasonably satisfactory to the Agent; (h) Agent shall have received the Sponsor Collateral, which shall be in form and substance satisfactory to Agent; (i) Agent shall have received financial statements from each Sponsor party to a Sponsor Guaranty not secured by a letter of credit (other than OCM/GFI Power Opportunities Fund, L.P.) demonstrating that such other approvalsSponsor is in compliance with its obligations under Section 12 of its Sponsor Guaranty; and (j) Agent shall have received financial statements and a certificate from the general partner of OCM/GFI Power Opportunities Fund, opinions, or documents as either may reasonably requestL.P. certifying that it is in compliance with its obligations under Section 12 of its Sponsor Guaranty.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Amendment is subject to the satisfaction in full of the following conditions precedent or concurrent on June 4, 2015 (the Issuance “First Amendment Effective Date:”): (a) This Amendment shall have been duly executed and delivered by each Loan Party, the Administrative Agent and the Lenders. (b) Except as provided in Section 8 of this Amendment, the Administrative Agent shall have received certificates executed by a Responsible Officer of each Loan Party attaching (i) resolutions or other action authorizing the Borrower actions under this Amendment and the Credit Agreement as amended hereby, (ii) incumbency certificates, (iii) certified copies of the Organization Documents of such Loan Party, in each case, certified as true, accurate and complete and in effect on the First Amendment Effective Date (or a certification that there shall have been no changes to the Organization Documents of such Loan Party since such Organization Documents were previously delivered to the Issuer at such times Administrative Agent) and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and (iv) such other documents and materials certifications as the Administrative Agent may be reasonably required pursuant require to the terms thereofevidence that each Loan Party is duly organized or formed, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, howeverthat each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the event conduct of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreementits business requires such qualification, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated failure to relate solely do so could not reasonably be expected to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; andhave a Material Adverse Effect. (bc) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the The Administrative Agent shall have received such other approvalsa certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in this Section 7 have been satisfied, opinionsand (ii) that there has been no event or circumstance since December 31, 2014 that has had or documents could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (d) The Administrative Agent shall have received a certificate attesting to the Solvency of the Loan Parties on a consolidated basis before and after giving effect to this Amendment, from the chief financial officer of the Borrower. (e) The Administrative Agent shall have received a favorable opinion of (i) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as either to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request, and (ii) the General Counsel of the Borrower, addressed to the Administrative Agent and each Lender, as to the due execution and authority of each Loan Party to enter into this amendment, in each case in form, scope and substance reasonably satisfactory to the Administrative Agent. (f) The representations and warranties set forth in Section 6 hereof shall be true and correct. (g) All fees and expenses due and owing to the Administrative Agent and the Lenders and required to be paid on or before the First Amendment Effective Date pursuant to that certain First Amendment Fee Letter dated as of June 4, 2015 by and among the Administrative Agent and the Borrower, shall have been paid (or shall be paid concurrently with the closing of this Amendment). (h) The Administrative Agent shall have been reimbursed for all reasonable and documented fees and out-of-pocket charges and other expenses incurred in connection with this Amendment, including, DB1/ 83568420.6 without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, to the extent documented prior to or on the date hereof (for the avoidance of doubt, a summary statement of such fees, charges and disbursements shall be sufficient documentation for the obligations set forth in this Section 7(i); provided that supporting documentation for such summary statement is provided promptly thereafter). (i) The Administrative Agent shall have received results of lien searches, dated on or before the First Amendment Effective Date, together with copies of such other supporting documentation as may be necessary or desirable showing that the Liens created by the Collateral Documents are the only Liens upon the Collateral, except for Permitted Liens.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter Article 2 of Credit this Amendment is subject to the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatprecedent: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (b) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Second Amendment Effective Date, including, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) incurred by the Administrative Agent in connection with this Amendment, or required to be reimbursed or paid by the Borrowers by this Amendment, the Agreement or under any other Loan Document. (c) The representations and warranties contained of the Borrowers set forth in Article IV of this Amendment, the Agreement are and the other Loan Documents shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or Material Adverse Effect, which representation and warranty shall be true and correct in all respects) on and as of such Issuance Date as though made on and as of such Issuance Date the Second Amendment Effective Date, except to the extent that any such representation or warranty is stated representations and warranties relate specifically to relate solely to an earlier another date, in which case such representation or warranty is correct in all material respects as of such earlier date; and. (bd) No At the time of and immediately after giving effect to the consummation of this Amendment, the Second Amendment Effective Date, and any Borrowings hereunder, no Default or Event of Default has shall have occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit;be continuing. (ive) the Issuer and the The Administrative Agent shall have received such other approvals, opinions, additional documentation and information as Administrative Agent or documents as either its counsel may reasonably request. (f) All proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to Administrative Agent and its counsel.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to the satisfaction in full Incremental Commitments shall become effective as of the following conditions on date determined by the Issuance Borrowers and the Administrative Agent to be the effective date (each such date, an “Increase Effective Date”); provided that: (i) the Borrower no Default or Event of Default shall have delivered occurred and be continuing or would result from the borrowings to be made on the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, Increase Effective Date; provided that in the event case of any conflict between a Limited Condition Transaction, no Default or Event of Default under Section 8.01(a) or Section 8.01(f) shall have occurred and be continuing or would result from the terms of this Agreement and borrowings to be made on the terms of the Reimbursement Agreement, the terms of this Agreement shall controlIncrease Effective Date; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement V and the other Loan Documents are true and correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date the Increase Effective Date, except to the extent that any such representation or warranty is stated to relate solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; andprovided that in the case of a Limited Condition Transaction, the relevant Lenders may agree that only customary “specified representations” shall be required to be true and correct in all material respects on and as of the Increase Effective Date. (iii) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in pro forma compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which financial statements have been or are required to be furnished pursuant to subsection (a) or (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of CreditSection 6.01; (iv) the Issuer Borrowers shall deliver or cause to be delivered officer’s certificates and legal opinions of the Agent type delivered on the Original Closing Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent; and (v) if the Borrowers are requesting an Incremental Commitment which in the aggregate would exceed $100,000,000, on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall have received such other approvals, opinions, or documents as either may reasonably requesta Consolidated Leverage Ratio of not more than 3.00 to 1.00.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit is this Agreement shall be subject to the satisfaction in full fulfillment of the following conditions conditions: (a) The Agent shall have received on or before the Issuance Datedate hereof, in each case in form and substance satisfactory to the Agent, the following: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms fully-executed original of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as the acknowledgment of General Electric Capital Corporation under the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of CreditReceivables Purchase Agreement; (iii) a fully-executed amendment to the following statements Senior Note Agreement, in full force and effect, extending to May 30, 2003 the prepayment of Senior Note Obligations that had previously been scheduled for January 15, 2003 pursuant to Section 4A of the Senior Note Agreement; (iv) payment by the Borrower to the Agent of all fees required to be paid hereunder or otherwise due and payable to the Agent or the Lenders at or prior to the effective date hereof, including without limitation all the fees and expenses of special counsel to the Agent to the extent invoiced prior to or on the closing date, plus such additional amounts as shall constitute its reasonable estimate of fees and expenses incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Agent); (v) the opinion of in-house counsel to the Borrower and the Guarantors containing such opinions and in form and substance as shall be true, and reasonably acceptable to the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that:its special counsel; and (avi) the representations and warranties contained any additional agreements, instruments or documents which it may reasonably request in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier dateconnection herewith; and (b) No Default or Event The correctness in all respects on the date hereof of Default has occurred the representations and is continuing or would result from warranties of the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestBorrower contained herein.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to This Amendment shall become effective on the satisfaction in full date when each of the following conditions precedent have been satisfied (the “First Amendment Effective Date”): (a) This Amendment shall have been duly executed and delivered by each Loan Party, the Administrative Agent and the Lenders. (b) [Reserved]. (c) The Administrative Agent shall have received a favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request, in form, scope and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received a favorable opinion of ▇▇▇▇▇ Lovells US LLP, Colorado and Virginia local law counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request, in form, scope and substance reasonably satisfactory to the Administrative Agent. (e) The Administrative Agent shall have received certificates executed by a Responsible Officer of each Loan Party attaching (i) resolutions or other action authorizing the actions under this Amendment and the Credit Agreement as amended hereby, (ii) incumbency certificates, (iii) certified copies of the Organization Documents of such Loan Party, in each case, certified as true, accurate and complete and in effect on the Issuance Date:date hereof (or a certification that there shall have been no changes to the Organization Documents of such Loan Party since the most recent date that certified copies of such Organization Documents were delivered to the Administrative Agent) and (iv) such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization. (f) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in this Section 6 have been satisfied, and (ii) that there has been no event or circumstance since December 31, 2018 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (g) The representations and warranties set forth in Section 5 hereof shall be true and correct. (h) All fees and expenses due and owing to the Administrative Agent and the Lenders and required to be paid on or before the First Amendment Effective Date pursuant to that certain First Amendment to Credit Agreement Fee Letter dated as of November 20, 2019 by and between the Administrative Agent and the Borrower, shall have been paid (or shall be paid concurrently with the closing of this Amendment). (i) the Borrower The Administrative Agent shall have been reimbursed for all reasonable and documented fees and out-of-pocket charges and other expenses incurred in connection with this Amendment, including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, to the extent documented and delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant Borrower prior to the terms thereofdate hereof (for the avoidance of doubt, a summary statement of such fees, charges and the proposed Facility Letter of Credit disbursements shall be reasonably satisfactory to sufficient documentation for the obligations set forth in this Section 6(i); provided that supporting documentation for such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty summary statement is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestprovided promptly thereafter).

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Amendment is subject to the satisfaction in full of the following conditions on conditions: (a) The Borrowers shall have executed and delivered to the Issuance DateCollateral Agent (or shall have caused to be executed and delivered to the Collateral Agent by the appropriate Persons), the following, in each case in form and substance satisfactory to the Collateral Agent: (i) the Borrower shall have delivered a Secured Promissory Note payable to the Issuer at such times and in such manner as order of each of the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, howeverLenders, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controloriginal principal amount equal to such Lender’s Term Loan C Commitment; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable an amendment to the Issuer Subordination Agreement acknowledging and no directive from any governmental authority with jurisdiction over permitting the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Creditincreased Aggregate Term Loan Commitments; (iii) Certified copies (attached as required in Part A of the following statements shall be true, form attached as Schedule 3.01 to the Credit Agreement) of all corporate or other action taken by each Borrower and the Equity Holders of each Borrower authorizing the execution and delivery of the Notes to which it is a party (including all resolutions authorizing the execution, delivery and performance of this Amendment by such Borrower and the transactions contemplated hereby, the incurrence of the Obligations and the granting of the Liens contemplated by the Loan Documents to which it is a party, to the extent required by the Organizational Documents applicable thereto) which have been properly adopted and have not been modified or amended; (iv) Such other supporting documents and certificates as the Collateral Agent, the Administrative Agent, or the Lenders may reasonably request. (b) Collateral Agent and such Issuer shall have received a certificate, substantially in the form favorable written opinion of general corporate counsel to the Borrowers dated as of the certificate attached hereto as Exhibit Ddate hereof, signed by a duly authorized officer of addressed to the Borrower dated Collateral Agent, the Issuance Date stating that:Administrative Agent, and Lenders and reasonably satisfactory to the Collateral Agent in scope and substance; and (ac) the The representations and warranties contained of each Borrower and its Affiliates set forth in Article IV of this Agreement are the Credit Agreement, as amended hereby, and in the other Loan Documents shall be true and correct in all material respects on and as of such Issuance Date as though made on the effective date of this Amendment and as of such Issuance Date except each Borrower shall have performed all obligations which were to have been performed by it hereunder prior to the extent that any such representation effective date of this Amendment (unless waived by the Collateral Agent or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; andthe Required Lenders). (bd) No Default As of the effective date of this Amendment, and since the dates of those certain Projections attached as Schedule 4.17 to the Credit Agreement and other financial documents delivered to the Collateral Agent prior thereto, no event or Event of Default has circumstance shall have occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit;which could reasonably be expected to have a Material Adverse Effect. (ive) the Issuer and the Agent Borrowers shall have received such paid (i) to the Collateral Agent on or before the effective date of this Amendment for the ratable account of each Term Loan C Lender, a non-refundable fee in the amount of $60,000, (ii) all other approvalsfees owed to the Collateral Agent, opinionsthe Administrative Agent, or documents the Lenders and their respective Affiliates pursuant to the Credit Agreement, as either may amended hereby, and (iii) all legal fees and expenses of counsel to Collateral Agent and Lenders incurred through the date hereof. (f) All legal matters incident to the transactions contemplated hereby shall be reasonably requestsatisfactory to counsel for the Collateral Agent.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to This Amendment shall become effective on the satisfaction in full date (the “Fourth Amendment Effective Date”) on which each of the following conditions on have been satisfied (or waived) in accordance with the Issuance Dateterms therein: a) the Administrative Agent shall have received this Amendment executed and delivered by the Borrower, the other Loan Parties, the Administrative Agent, the Incremental Term Lenders and the Required Lenders under the Credit Agreement; b) the Administrative Agent shall have received from the Borrower payment in immediately available funds of (i) all accrued costs, fees and expenses (in the Borrower shall have delivered case of legal fees and expenses, limited to the Issuer at such times reasonable fees, expenses and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required charges of one outside counsel) reimbursable pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, Credit Agreement to the terms of this Agreement shall control; extent invoiced at least three (3) Business Days prior to the Fourth Amendment Effective Date and (ii) as a non-refundable closing fee, for the ratable account of each Incremental Term Lender, equal to 2.00% of the Issuance Date no order, judgment or decree aggregate principal amount of any court, arbitrator or governmental authority such Incremental Term Lender’s Incremental Term Commitment; c) the Administrative Agent shall enjoin or restrain have received with respect to each of Borrower and Holdings such Issuer from issuing the Facility Letter certificates of Credit and no law, rule or regulation applicable good standing (to the Issuer extent such concept exists in the relevant jurisdiction and no directive only to the extent it is customary for such certificates to be delivered in similar transactions in the relevant jurisdiction) from any governmental the applicable secretary of state of the state of organization of each of Borrower and Holdings, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each of Borrower and Holdings evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Creditthis Amendment; (iiid) the following statements shall be true, and the Administrative Agent and such Issuer shall have received a certificatewritten opinion from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP dated as of the Fourth Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent; e) the Administrative Agent shall have received a duly completed Borrowing Notice for the Incremental Term Loans prior to 11:30 a.m., New York City time, three (3) Business Days prior to the Fourth Amendment Effective Date (or such later time as agreed by the Administrative Agent in its sole discretion); f) the Administrative Agent shall have received (i) a certificate of a financial officer of the Borrower, in substantially in the form of the certificate attached hereto as Exhibit DL to the Credit Agreement, signed by certifying that the Borrower and its Subsidiaries, on a duly authorized officer consolidated basis, after giving effect to the Fourth Amendment Transactions, are Solvent and (ii) a certificate of a Responsible Officer of the Borrower dated the Issuance Fourth Amendment Effective Date stating that: (a) certifying to the representations and warranties contained in Article IV of this Agreement are correct in all material respects on Sections 4(c) and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date4(d) below; and (bg) No Default or Event of Default has occurred and is continuing or would result from a Compliance Certificate for the issuancefiscal quarter ended September 30, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably request2019.

Conditions. The issuance, amendment or extension This Amendment Agreement shall become effective upon satisfaction of any Facility Letter of Credit is subject to the satisfaction in full all of the following conditions on the Issuance Dateconditions: (i) the Borrower shall have deliver or cause to be delivered to the Issuer at such times and Agent, the following: (a) counterparts (in such manner as number requested by the Issuer may reasonably prescribe a Reimbursement Administrative Agent) of this Amendment Agreement and such other documents and materials as may be reasonably required pursuant to duly executed by the terms thereof, and Borrower; (b) an opinion of counsel for the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer Borrower in form and contentcontent acceptable to the Administrative Agent and its special counsel, providedand including without limitation opinions as to the authorization, howeverexecution, in the event of any conflict between the terms delivery and binding effect of this Agreement Amendment Agreement; (c) payment in full of (i) all fees payable to the Administrative Agent and the terms Lenders, and (ii) the fees and expenses of the Reimbursement Agreement, Administrative Agent and its special counsel accrued to the terms of this Agreement shall control;date hereof; and (d) such other instruments and documents as the Administrative Agent may reasonably request; 4 (ii) as the Administrative Agent shall receive the written consent to this Amendment Agreement of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing Agents and the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of CreditLenders; (iii) the following statements shall be true, and the Agent and such Issuer Senior 1996 Notes shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except been issued pursuant to the extent that any such representation or warranty is stated to relate solely to Senior 1996 Notes Indenture in an earlier date, in which case such representation or warranty is correct in all material respects as aggregate principal amount of such earlier datenot less than $200,000,000; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) all instruments and documents incident to the Issuer consummation of the transactions contemplated hereby shall be satisfactory in form and substance to the Administrative Agent and its special counsel; the Administrative Agent shall have received such other approvalscopies of all additional agreements, opinions, or instruments and documents as either which it may reasonably request.request in connection therewith, including evidence of the authority of the Borrower to enter into the transactions contemplated by this Amendment Agreement, such documents, when appropriate, to be certified by appropriate corporate or governmental authorities; and all proceedings of the Borrower relating to the matters provided for herein shall be satisfactory to the Administrative Agent and its special counsel; and

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to This Agreement shall be effective on the satisfaction in full first day on which each of the following conditions on the Issuance Date: (i) the Borrower shall precedent have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatbeen satisfied: (a) The Agent shall have received a counterpart signature of the representations Borrowers and warranties contained the Lenders to this Agreement; (b) The Borrowers shall have paid, in Article IV immediately available funds, to the Agent for the account of this Agreement are correct the Lenders, a portion of the Sixth Amendment Fee in an amount equal to $100,000, which is fully earned and non-refundable once paid; (c) The Borrowers shall deliver all material respects other documents listed on, take all actions set forth on and satisfy all other conditions precedent listed in the Closing Checklist attached hereto as of such Issuance Date as though made on Annex D, all in form and as of such Issuance Date except substance, or in a manner, reasonably satisfactory to the extent Agent; (d) The Borrowers shall have paid to the Lenders or the Agent, all fees that any such representation are due and payable on or warranty is stated before the date hereof and shall have reimbursed the Agent for, or paid directly, all fees, costs and expenses incurred by the Agent’s counsel in connection with the closing of the transactions contemplated hereby; (e) The Consent and Release Agreements shall have been duly executed and delivered by each of the parties thereto, shall be in full force and effect and shall be in form and substance satisfactory to relate solely the Agent; (f) The Indenture Amendment shall have been duly executed and delivered by each of the parties thereto; (g) The Last-Out Participation Purchase Agreement shall have been duly executed and delivered by each of the parties thereto (and the applicable purchase price thereunder shall have been paid in full), shall be in full force and effect and shall be in form and substance satisfactory to an earlier date, in which case such representation or warranty is correct in all material respects as the Agent; (h) The 2011 Parent Debt Document Amendment shall have been duly executed and delivered by each of such earlier datethe parties thereto; and (bi) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent The 2011 Second A&R Unsecured Credit Agreement Amendment shall have received such other approvals, opinions, or documents as either may reasonably requestbeen duly executed and delivered by each of the parties thereto.

Conditions. The issuance, amendment or extension obligation of any Facility Letter of the Banks to make the Credit Extensions is subject to the satisfaction in full following conditions precedent: III.1 General Conditions to Closing and to all Disbursements. At the time of the following conditions execution and delivery of this Agreement by all parties who are designated as signatories on the Issuance Datesignature pages of this Agreement (the "Closing") and at each subsequent Credit Extension: (iA) the Borrower No Event of Default shall have delivered to the Issuer at such times occurred and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereofcontinuing, and the proposed Facility Letter no Unmatured Event of Credit Default shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlhave occurred; (iiB) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the The representations and warranties contained in Article IV of this Agreement are shall be true and correct in all material respects on and as of such Issuance Date as though such representations and warranties had been made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in except such as are expressly limited to a prior date, which case such representation or warranty is shall have been true and correct in all material respects as of such earlier prior date; (C) The Administrative Agent and the Banks shall have been, and shall continue to be, satisfied, in their good faith discretion, that the Borrower (or either of them) holds Marketable Title to the Borrowing Base Oil and Gas Properties, and that such ownership includes record title to an undivided net revenue interest in the production from each such Borrowing Base Oil and Gas Property that is not less than, as well as an undivided working interest in each Borrowing Base Oil and Gas Property that is not greater than (unless there is a corresponding increase in the net revenue interest attributed to such party therein), the net revenue interest therein and the working interest therein, respectively, attributed to the Borrower on Exhibit "A," subject to the limitations and qualifications on such exhibit (or attributed to Borrower in any Security Instrument applicable to any Oil and Gas Property that is added to the Borrowing Base Oil and Gas Properties in connection with any subsequent funding after the Closing); (D) No Material Adverse Change shall have occurred since the date of the latest audited Financial Statements provided to the Administrative Agent; (E) All of the Security Instruments previously delivered with respect to the Borrowing Base Oil and Gas Properties shall have remained in full force and effect; and (bF) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent All legal matters incidental thereto shall have received such other approvals, opinions, or documents as either may be reasonably requestsatisfactory to each Bank's designated legal counsel.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Agreement is subject to the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered precedent, each to the Issuer at such times be in form and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be substance reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatAgent: (a) the representations and warranties contained in Article IV Agent shall have received a copy of this Agreement are executed by Borrowers, other Credit Parties, Agent and Requisite Lenders, together with such other documents, agreements and instruments as Agent may require or reasonably request; (b) Agent shall have received an executed copy of that certain Waiver and Amendment to Second Lien Credit Agreement attached as Exhibit B hereto, which Waiver and Amendment to Second Lien Credit Agreement shall contain a consent by the holders of Second Lien Debt to the execution and delivery of this Agreement; (c) Except for the Existing Default, no Default or Event of Default under the Credit Agreement, as amended hereby, shall have occurred and be continuing; (d) All actions and proceedings taken in connection with the transactions contemplated by this Agreement and all documents, instruments and other legal matters incident thereto shall be satisfactory to Agent and its legal counsel; and (e) The warranties and representations of Borrowers contained in this Agreement, the Credit Agreement, as amended or otherwise modified hereby, and the Loan Documents (after giving effect to this Agreement), shall be true and correct in all material respects on and as of such Issuance Date the date hereof, with the same effect as though made on and as of such Issuance Date date, except to the extent that any such representation or warranty is stated to warranties and representations expressly relate solely to an earlier date, in which case such representation or warranty is representations and warranties shall have been true and correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably request.

Conditions. (a) The issuance, amendment or extension obligation of any Facility Letter the Purchasers to each purchase of Credit the Debt is subject to the satisfaction in full of the following conditions being satisfied on or before each Closing Date (as defined in the Issuance Date:definitive Purchase Agreements): (i) the Borrower shall have delivered to the Issuer at such times and Purchase Agreements described in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit paragraph 13 shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlexecution form; (ii) as of the Issuance Date no orderPurchasers and AIP shall have received at each closing customary closing certificates, judgment or decree of any courtschedules, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit opinions and no law, rule or regulation applicable other closing documents in form and substance satisfactory to the Issuer MSAM and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of CreditAIP; (iii) Since December 31, 1996, there shall have been no material adverse change or any development involving a material adverse change in the following statements condition (financial or otherwise) of AIP and its subsidiaries, taken a whole, or in the earnings, business, prospects or operations of AIP and its subsidiaries, taken as a whole; and (iv) MSAM shall have completed its due diligence investigation of AIP and its subsidiaries, which investigation shall be truein scope, and with results reasonably satisfactory to MSAM, and MSAM shall have been given access to the Agent management, records, books of account, contracts and such Issuer properties of AIP and its subsidiaries and shall have received a certificatesuch financial, substantially in the form business and other information regarding AIP and its subsidiaries as it shall have reasonably requested. (b) MSAM covenants that it shall complete its environmental, lease and engineering due diligence on or before May 5, 1997. Upon completion of such due diligence, MSAM shall give written notice to AIP of completion of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of due diligence and shall state whether anything they discovered while conducting such due diligence shall cause it to terminate its obligation to acquire the Borrower dated the Issuance Date stating that:Debt under Paragraph 14(a)(iv) above. (ac) the representations and warranties Notwithstanding anything contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except agreement to the contrary, at no time will the Purchasers be required to acquire Debt to the extent that any such representation or warranty is stated to relate solely to an earlier datepurchase would result in the Purchasers owning, in which case the aggregate, in excess of 37.8% of AIP's Common Shares outstanding immediately after such representation or warranty is correct in all material respects as purchase, assuming solely the conversion of such earlier date; and (b) No Default or Event of Default has occurred the Debt owned by the Purchasers and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestnot on a fully-diluted basis.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to the This Amendment shall become effective only upon satisfaction in full of the following conditions on the Issuance Dateprecedent: (ia) Chase shall have received each of the following documents, in form and substance reasonably satisfactory to Chase and its counsel: i. this Amendment and the Swing Line Note, duly executed by the Borrower; ii. a certificate of the Secretary of the Borrower, dated the date of this Amendment, attesting to all corporate action taken by such entity, including resolutions of its Board of Directors authorizing the execution, delivery and performance of this Amendment, the Swing Line Note and each other document to be delivered pursuant to this Amendment, together with a certification that the certificate, articles of incorporation and the by-laws of the Borrower has not been amended, modified, revoked or rescinded since the Closing Date; iii. a certificate of the Secretary of the Borrower dated the date of this Amendment certifying the names and true signatures of the officers of such entity authorized to sign this Amendment, the Swing Line Note and the other documents to be delivered by such entity under this Amendment; and iv. such other documents, instruments, approvals, opinions and evidence as the Banks may reasonably require; (b) the Borrower shall have delivered to obtained all consents, permits and approvals (if any) required in connection with the Issuer at such times execution, delivery and in such manner as performance by the Issuer may reasonably prescribe a Reimbursement Agreement Borrower of its obligations hereunder and such other documents consents, permits and materials as may be reasonably required pursuant to the terms thereof, approvals shall continue in full force and the proposed Facility Letter of Credit effect; and (c) all legal matters in connection with this financing shall be reasonably satisfactory to such Issuer in form the Banks and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requesttheir counsel.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Amendment is subject to the satisfaction in full of the following conditions on precedent, unless specifically waived by Agent: (a) Borrowers shall pay to Agent a closing fee of U.S. $15,000, which fee shall be due and payable in full upon the Issuance Dateexecution of this Amendment; (b Agent shall have received the following documents, each in form and substance satisfactory to Agent: (i) This Amendment, duly executed by Borrowers, together with the Borrower shall have delivered to Consent and Ratification (the Issuer at such times and in such manner as “Ratification”) hereto, duly executed by the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlGuarantors; (ii) Officers’ Certificates dated as of the Issuance Date no orderdate of this Amendment, judgment in form and substance satisfactory to Agent, certified by the Secretary of the Borrowers and the Guarantors certifying among other things, that the Borrowers’ and Guarantors’ Board of Directors have met and have adopted, approved, consented to and ratified resolutions which authorize the execution, delivery and performance by Borrowers of this Amendment, and the Guarantors of the Ratification, and each other document, instrument and agreement executed in connection with or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable relating to the Issuer Agreement, this Amendment or the Ratification (hereinafter individually referred to as a “Loan Document” and no directive from any governmental authority with jurisdiction over collectively referred to as the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit“Loan Documents”); (iiic) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the The representations and warranties contained herein, in Article IV of this Agreement are the Agreement, as amended hereby, and/or in each other Loan Document shall be true and correct in all material respects on and as of such Issuance Date the date hereof, as though if made on the date hereof; (d) No Event of Default shall have occurred and as be continuing and no Default shall exist, unless such Event of such Issuance Date except to the extent that any such representation Default or warranty is stated to relate solely to an earlier date, Default has been specifically waived in which case such representation or warranty is correct in all material respects as of such earlier datewriting by Agent; and (be) No Default or Event of Default has occurred All corporate proceedings taken in connection with the transactions contemplated by this Amendment and is continuing or would result from the issuanceall documents, amendment or extension of such Facility Letter of Credit; (iv) the Issuer instruments and the Agent other legal matters incident thereto, shall have received such other approvals, opinions, or documents as either may reasonably requestbe satisfactory to Agent.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter the waiver of Credit the Specified Defaults set forth in Section 2 hereof is subject to the satisfaction in full (or waiver) of the following conditions on the Issuance Dateprecedent: (ia) this Amendment shall have been executed and delivered by the Borrower and the Lenders constituting Required ▇▇▇▇▇▇▇, and acknowledged by the Administrative Agent; (b) the Borrower shall have delivered paid to the Issuer at such times Lenders party hereto, for their respective ratable accounts, a consent fee (the “Third Amendment Consent Fee”) equal to $100,000 in the aggregate, in U.S. dollars and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereofimmediately available funds, and the proposed Facility Letter of Credit which Third Amendment Consent Fee shall be reasonably satisfactory to such Issuer fully earned, due and payable in form and content, provided, however, its entirety on the Third Amendment Effective Date in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlU.S. dollars; (iic) as the Borrower shall have paid any other outstanding fees and expenses owing to Administrative Agent and the Lenders, including legal fees and expenses of legal counsel, in each case, to the extent required to be reimbursed pursuant to Section 10.4(b) of the Issuance Date no orderCredit Agreement, judgment or decree including, for the avoidance of any courtdoubt, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing legal fees incurred by the Facility Letter Lenders and their Affiliates in connection with the negotiation, execution and delivery of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit;this Amendment; and (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (ad) the representations and warranties contained in Article IV of this Agreement are Section 4 hereof shall be true and correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date (except with respect to the extent that any such representation or warranty is stated to relate solely to an earlier datequalified by materiality or Material Adverse Effect, in which case such representation or warranty is shall be true and correct in all respects) as of the date hereof; provided, however that those representations and warranties expressly referring to a specific date shall be true and correct in all material respects (except with respect to any representation or warranty qualified by materiality or Material Adverse Effect, which representation or warranty shall be true and correct in all respects) as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably request.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times Sections 1 and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms 2 of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement Amendment shall control; (ii) become effective as of the Issuance Amendment No. 4 Effective Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be truewhen, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatonly when: (a) the Administrative Agent (or its counsel) shall have received from the Required Lenders, the Borrower and the Loan Parties either (i) a counterpart of this Amendment signed on behalf of such Person or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or pdf transmission of a signed signature page of this Amendment) that such Person has signed a counterpart of this Amendment; (b) the Administrative Agent shall have received a certificate of an Authorized Officer of the Parent certifying that immediately before and after giving effect to this Amendment, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties contained (x) of each Loan Party set forth in Article IV the Loan Documents and (y) in Section 4 of this Agreement Amendment, in each case, are true and correct in all material respects on and as of such Issuance the Amendment No. 4 Effective Date as though made on (or in the case of Section 4.24 of the Credit Agreement with respect to Schedules 1.01(e)(A) and 1.01(e)(B), as of such Issuance the date of the most recent delivery prior to the Amendment No. 4 Effective Date except of updated Schedules 1.01(e)(A) and 1.01(e)(B) pursuant to Section 5.01(m) of the Credit Agreement); it being understood that, to the extent that any such representation or and warranty is stated to relate solely specifically refers to an earlier date, in which case such representation or warranty is it shall be true and correct in all material respects as of such earlier datedate and any such representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein); (c) the Borrower shall have paid to the Administrative Agent (x) all fees in the amounts previously agreed in writing and in accordance with Section 6 below to be paid on the Amendment No. 4 Effective Date, including, without limitation, the arrangement fee as separately agreed to between the Borrower and Barclays Bank PLC, (y) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent (including, without limitation the fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent) incurred in connection with the preparation, execution and delivery of this Amendment and (z) for the ratable account of each Consenting Lender, an amount equal to 0.75% of the outstanding principal amount of such Consenting Lender’s Loans on the Amendment No. 4 Effective Date (after giving effect to the Voluntary Prepayment Reduction (as defined below)); and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (ivd) the Issuer and the Agent Borrower shall have received such taken all actions necessary pursuant to Section 2.11 of the Credit Agreement to voluntary prepay the Loans outstanding under the Credit Agreement on or prior to the Amendment No. 4 Effective Date in an aggregate principal amount of $50,000,000, including, without limitation, providing one Business Day’s written notice of prepayment to the Administrative Agent (the “Voluntary Prepayment Reduction”). The effectiveness of this Amendment (other approvalsthan Sections 7, opinions, or documents as either may reasonably request8 and 9 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 4 hereof.

Conditions. The issuancerespective obligations of the Parties to consummate the transactions contemplated hereby, amendment or extension of any Facility Letter of Credit is and in particular the Arrangement, are subject to the satisfaction in full satisfaction, on or before the Effective Time or such other time specified, of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as conditions, any of which may be reasonably required pursuant waived by the mutual consent of such Parties without prejudice to the terms thereof, and the proposed Facility Letter their right to rely on any other of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatconditions: (a) the representations Interim Order shall have been obtained on terms consistent with the Arrangement and warranties contained in Article IV form and substance satisfactory to each of this Agreement are correct the Parties, acting reasonably, and such order shall not have been set aside or modified in all material respects a manner unacceptable to either of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been passed by the Company Shareholders at the Company Shareholders’ Meeting in accordance with the Interim Order; (c) the Final Order shall have been obtained on terms consistent with the Arrangement and in form and substance satisfactory to each of the Parties, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to either of the Parties, acting reasonably, on appeal or otherwise; (d) each of the AUC Approval and the BCUC Approval shall have been made, given, obtained or occurred, as of the case may be, and each such Issuance Date as though made on approval shall be in full force and as of such Issuance Date except effect, shall not have been modified or invalidated in any manner and shall be acceptable to the extent that Purchaser, subject to the Purchaser’s obligations under Section 5.4; (e) all Regulatory Approvals (other than the Key Regulatory Approvals) required to be obtained, shall have been made, given, obtained or occurred, as the case may be, on terms and conditions acceptable to the Parties, each acting reasonably, and such Regulatory Approvals shall be in full force and effect, and all applicable domestic and foreign statutory and regulatory waiting periods necessary to complete the Arrangement shall have expired or have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made, except where the failure or failures to obtain such Regulatory Approvals, or for the applicable waiting periods to have expired or terminated, would not be reasonably expected to have a Material Adverse Effect; (f) no Law (whether temporary, preliminary or permanent), regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of Law) shall be in effect or shall have been enacted, promulgated, amended or applied by any such representation Governmental Entity, which prevents, prohibits or warranty is stated to relate solely to an earlier date, in which case such representation makes the consummation of the Arrangement illegal or warranty is correct in all material respects as of such earlier dateotherwise prohibits or enjoins the Purchaser or the Company from consummating the Arrangement; and (bg) No Default no act, action, suit, proceeding, objection, opposition, order or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent injunction shall have received such other approvalsbeen taken, opinionsentered, threatened or documents as either may promulgated by any Governmental Entity, whether or not having the force of Law, which prevents, prohibits or makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins Purchaser or the Company from consummating the Arrangement or that would be reasonably requestexpected to have a Material Adverse Effect.

Conditions. 3.1 Landlord's Conditions Precedent. The issuanceobligation of Landlord to enter into the transactions contemplated by the Operative Documents, amendment or extension as of any Facility Letter of Credit the Funding Date, is subject to the fulfillment to its reasonable satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatconditions: (a) the Lease, Lease Supplement No. 1, Lease Supplement No. 2, and each of the other Operative Documents shall have been executed and delivered by the parties thereto and shall be in full force and of full effect; (b) no Default shall exist under any of the Operative Documents; (c) the representations and warranties of each of the parties contained in Article IV each of this Agreement are the Operative Documents shall be true and correct in all material respects on respects; (d) Landlord shall have received an original fully executed counterpart of the Lease, Lease Supplement No. 1, Lease Supplement No. 2, and each of the other Operative Documents; (e) Landlord shall have received evidence that the title company is prepared to record and/or file any Security Instrument required by Landlord including without limitation the Amended Deeds of Trust and such Uniform Commercial Code Financing Statements as deemed reasonably necessary by Landlord, that the insurance coverage required by the Lease or Security Instruments has been obtained (other than earthquake insurance to be obtained by September 15, 1999) and that all other recordations, filings, consents, approvals, waivers and conditions required to be accomplished, received or satisfied under the terms of each of the Operative Documents have been accomplished, received or satisfied; (f) Landlord shall have received a favorable opinion of counsel of Tenant covering such matters as Landlord may reasonably request; (g) Landlord shall have received from Tenant copies, certified by appropriate state officials or corporate officers, of such Issuance Date corporate documents and records as though made are customary to support and confirm certain matters covered by the foregoing opinion; (h) Landlord shall have received a favorable opinion of its counsel covering such matters as Landlord may reasonably request; (i) Landlord shall have received Uniform Commercial Code search certificates from the jurisdiction in which the Security Instruments have been filed or recorded reflecting no other financing statements or filings against Tenant which are prior to the Liens granted by the Security Instruments and the other Operative Documents, except for any such Liens (i) which are Permitted Liens or (ii) for which Landlord has received a termination statement; (j) Landlord shall have received the Appraisal of the Improvements located on and as the Land described in each Lease Supplement which sets forth the Present Value of such Issuance Date except Improvements and an Estimated Future Value of such Improvements of not less than the total amount of the original Lease Investment Balance set forth in such Lease Supplement; (k) Landlord shall have received the following extended coverage ALTA 1970 title insurance policies covering the Parcels (or commitments therefor) subject to the extent that any such representation or warranty is stated to relate solely to an earlier datePermitted Liens, in which case such representation amounts and with such endorsements as reasonably required by Landlord, issued by a title insurer approved by Landlord: (A) an owner's policy insuring Landlord's leasehold estate in the Parcels; and (B) a Lender's policy insuring the validity and priority of the Lease and the Amended Deeds of Trust; (l) Landlord shall have received environmental reports or warranty is correct in date downs of prior reports covering the Parcels satisfactory to Landlord by environmental consultants acceptable to Landlord and such reliance letters as Landlord may reasonably request; (m) Landlord shall have received an ALTA survey of the Parcels reasonably satisfactory to Landlord; (n) Landlord shall have received all material respects as of such earlier datefees and expenses payable to Landlord on or prior to the Funding Date; (o) Landlord's counsel has received all fees and expenses incurred; and (bp) No Default or Event all conditions precedent to the effectiveness of Default has occurred the Credit Agreement among Tenant, as borrower, the Rent Purchasers and is continuing or would result from the issuancecertain other financial institutions, amendment or extension of such Facility Letter of Credit; (iv) the Issuer as lenders, and the Administrative Agent shall have received such other approvals, opinions, or documents as either may reasonably requestbeen met.

Conditions. The issuance, amendment or extension This Amendment shall become effective on the day and year set forth above (the “Effective Date”) upon satisfaction of any Facility Letter of Credit is subject to the satisfaction in full each of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable substance reasonably acceptable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that:Administrative Agent): (a) the representations and warranties contained in Article IV Administrative Agent (or its counsel) shall have received counterpart signature pages of this Agreement are correct in all material respects on and Amendment, executed by each of the parties hereto; (b) each of the conditions precedent (other than the effectiveness of this Amendment) for the effectiveness of that certain Amendment No. 1 to Fee Letter (the “Fee Letter Amendment”), dated as of such Issuance Date the date hereof, by and among GSC Investment Funding LLC, GSC Investment Corp., the Administrative Agent, the Managing Agent and Deutsche Bank Securities Inc., as though made on and as Arranger, shall have been satisfied; (c) the Administrative Agent (or its counsel) shall have received a favorable opinion letter of such Issuance Date except Mayer, Brown, R▇▇▇ & Maw LLP, counsel to the extent that any such representation or warranty is stated to relate solely to an earlier dateBorrower and Originator, in which form and substance satisfactory to the Administrative Agent, with respect to (i) the characterization of each transfer of collateral debt obligations from the Originator to the Borrower pursuant to the Purchase Agreement as sales, and (ii) the nonconsolidation under the Bankruptcy Code of the assets and liabilities of the Borrower with the assets and liabilities of the Originator in the event that the Originator were to become a debtor in a case such representation or warranty is correct in all material respects under the Bankruptcy Code; (d) the Termination Date shall not have occurred; (e) after giving effect to this Amendment, (i) the Borrowing Base Test shall be satisfied, as of such earlier datecalculated on the date hereof, and (ii) the Drawn Amount shall not be greater than the Facility Amount; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (ivf) the Issuer and the Agent Required Equity Investment shall have received such other approvals, opinions, or documents as either may reasonably requestbe maintained.

Conditions. The issuance, amendment or extension obligations of any Facility Letter of Credit is the Lenders to make Term Loans C are subject to the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatconditions: (a) the The Administrative Agent shall have received a Borrowing Request as required by Section 2.03. (b) The representations and warranties contained set forth in Article IV of this Agreement are III hereof shall be true and correct in all material respects on and as of the date of such Issuance Date Borrowing, with the same effect as though made on and as of such Issuance Date date, except to the extent that any such representation or warranty is stated to representations and warranties expressly relate solely to an earlier date, date (in which case such representation or warranty is representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after such Borrowing, no Event of Default or Default shall have occurred and be continuing. (d) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (e) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent and the Lenders on the Closing Date, a favorable written opinion of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for Holdings and the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and (ii) such local U.S. and/or foreign counsel as reasonably requested by the Administrative Agent, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transaction as the Administrative Agent shall reasonably request, and each of Holdings and the Borrower hereby instructs its counsel to deliver such opinions. (f) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent. (g) The Administrative Agent shall have received in the case of each person that is a Loan Party on the Closing Date each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a -76- certificate as to the good standing under the jurisdiction of its organization (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official), (B) in the case of a partnership or limited liability company, certified by the manager, Secretary or Assistant Secretary or other appropriate officer of each such Loan Party or (C) in the case of a Cayman Islands exempted company, a copy of the memorandum and articles of association of such company stamped as registered and filed as of a recent date by the Registrar of Companies in the Cayman Islands; (ii) a certificate of the manager, director, Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of a Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement of such Loan Party have not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iii) a certificate of another officer, director or attorney-in-fact as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and (biv) No Default or Event of Default has occurred such other documents as the Administrative Agent may reasonably request (including, without limitation, tax identification numbers and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit;addresses). (ivh) The Collateral and Guarantee Requirements required to be satisfied as of the Closing Date shall have been satisfied or waived. (i) Senior Subordinated Notes shall have been issued concurrently with the making of the C Term Loans hereunder with net proceeds to the Borrower equal to at least (i) the Issuer sum of the aggregate principal amount of the Senior Subordinated Bridge B Loans and Senior Subordinated Bridge C Loans (plus any pay-in-kind interest thereon) less (ii) the aggregate principal amount of Term Loans C incurred on the Closing Date. (j) The Lenders shall have received the financial statements referred to in Section 3.05(a). (k) The Lenders shall have received the PRO FORMA consolidated balance sheet referred to in Section 3.05(b). (l) The Lenders shall have received a solvency certificate substantially in the form of EXHIBIT G and signed by a director or a Responsible Officer of Holdings confirming the solvency of Holdings and its Subsidiaries on a consolidated basis after giving effect to the Closing Date. (m) The Administrative Agent shall have received such all fees payable to it, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or any other approvalsLender on or prior to the Closing Date and, opinionsto the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or documents as either may reasonably requestprior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of White & Case LLP and U.S. and foreign local counsel) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document.

Conditions. (a) The issuanceobligation of each Lender to make its Commitment available and to contribute to any Advance shall be subject to the condition that the Effective Agreement Date shall have occurred and that the Agent or its duly authorised representative shall have received no later than the Effective Agreement Date the documents and evidence specified in part B of schedule 3 to be supplied by such date in form and substance satisfactory to the Agent. (b) The obligation of each Lender to contribute to any Advance other than any Advance referred to in clause 10.1(a) above shall be subject to the condition that the Agent or its duly authorised representative shall have received no later than 7 (seven) Banking Days before the day on which the Drawdown Notice in respect of such Advance is given the documents and evidence specified in part A of schedule 3 in form and substance satisfactory to the Agent, amendment or extension unless the aforementioned documents and evidence have already been received under clause 10.1(a) above. 10.2 The obligation of each Lender to contribute to any Facility Letter of Credit Advance is subject to the satisfaction in full further conditions that at the time of the following conditions on giving of a Drawdown Notice for and at the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms time of the Reimbursement Agreement, the terms making of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatAdvance: (a) the representations and warranties contained set out in Article IV of clause 8.1 (and so that the representation and warranty in clause 8.1(f) shall for this Agreement purpose refer to the then latest audited financial statements delivered to the Agent under clause 9.1) are true and correct in all material respects on and as of each such Issuance Date time as though if each was made on and as of such Issuance Date except with respect to the extent that any facts and circumstances existing at such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier datetime; and (b) No Default or no Event of Default has shall have occurred and is be continuing unremedied and unwaived in accordance with the terms of this Agreement or would result from the issuance, amendment or extension making of such Facility Letter Advance. 10.3 The conditions specified in this clause 10 are inserted solely for the benefit of Credit; (iv) the Issuer Lenders and may be waived on their behalf in whole or in part and with or without conditions by the Agent shall have received acting on the instructions of the Lenders in respect of the first or any other Advance without prejudicing the right of the Agent acting on such instructions to require fulfilment of such conditions in whole or in part in respect of any other approvals, opinions, or documents as either may reasonably requestAdvance.

Conditions. (a) The issuance, amendment or extension obligations of any Facility Letter of Credit is the Initial Purchaser to purchase the Units under this Agreement are subject to the satisfaction in full or waiver of each of the following conditions on the Issuance Dateconditions: (i) All the Borrower representations and warranties of each of the Issuers in each of the Documents to which it is a party shall be true and correct in all material respects at and as of the Closing Date after giving effect to the Transactions with the same force and effect as if made on and as of such date. On or prior to the Closing Date, each of the Issuers and, to the actual knowledge of the Issuers, after reasonable inquiry, each other party to the Documents (other than the Initial Purchaser) shall have delivered performed or complied in all material respects with all of the agreements and satisfied in all material respects all conditions on their respective parts to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required performed, complied with or satisfied pursuant to the terms thereofDocuments (other than conditions to be satisfied by such other parties, and which the proposed Facility Letter failure to so satisfy could not reasonably be expected to have a Material Adverse Effect). There shall exist on the Closing Date no Event of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, Default or Default (each as defined in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control;Indenture). (ii) as No "default" or "event of the Issuance Date no order, judgment or decree default" relating to a payment obligation of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters have occurred and be continuing under any agreement between any of Credit generally (A) the Issuers and (B) any Boeing Affiliate which default or from issuing that Facility Letter event of Credit;default relates to a payment in excess of $500,000. (iii) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the following statements Closing Date that would prevent or materially interfere with the consummation of any of the Transactions; and no stop order suspending the qualification or exemption from qualification of any of the Securities in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the actual knowledge of the Issuers after reasonable inquiry, be pending or threatened as of the Closing Date. (iv) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of any of the Transactions. Except as disclosed in the Holdings SEC Documents, no Proceeding shall be truepending or, to the actual knowledge of the Issuers after reasonable inquiry, threatened other than Proceedings that (A) if adversely determined could not, singly or in the aggregate, adversely affect the issuance or marketability of the Securities, and (B) could not, singly or in the Agent and such Issuer aggregate, reasonably be expected to have a Material Adverse Effect. (v) Since the date as of which information is given in Holdings 10-K, there shall not have been any Material Adverse Change. (vi) The Initial Purchaser shall have received on the Closing Date: (A) certificates dated the Closing Date, signed by (1) the chief executive officer, president or treasurer of each Issuer, and (2) the principal financial or accounting officer of each of the Issuers, on behalf of such Issuer, (x) confirming the matters set forth in paragraphs (i) through (v) of this Section 9(a), and (y) certifying as to such other matters as the Initial Purchaser may reasonably request, (B) a certificate, dated the Closing Date, signed by the Secretary or Assistant Secretary of each of the Issuers, certifying such matters as the Initial Purchaser may reasonably request, (C) a certificate of solvency, dated the Closing Date, signed by the principal financial or accounting officer or such other officer acceptable to the Initial Purchaser of each of the Issuers substantially in the form previously approved by the Initial Purchaser; (D) A certificate of the Secretary or the Assistant Secretary of each Issuer and each Restricted Subsidiary attaching (a) resolutions of the Board of Directors of such Issuer and such Restricted Subsidiary, as applicable, evidencing approval of the transactions contemplated by each of the Transaction Documents and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, (b) the Certificate of Incorporation (or equivalent document) of such Issuer and each Restricted Subsidiary, each certified as of a recent date by the Secretary of State (or equivalent entity) of their respective states (or jurisdictions) of incorporation, (c) the Bylaws of such Issuer and each Restricted Subsidiary, (d) an incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer of such Issuer and each Restricted Subsidiary certifying as to the names, titles and true signatures of the officers of such Issuer or Restricted Subsidiary authorized to sign the Transaction Documents to which it is a party and the other documents to be delivered hereunder, (e) corporate and tax good standing certificates as to such Issuer and each Restricted Subsidiary from their respective states of incorporation and other jurisdictions of incorporation and from each jurisdiction where each Issuer and such Restricted Subsidiary is qualified to do business, and (f) certifying that no dissolution or liquidation proceedings as to such Issuer or any Restricted Subsidiary have been commenced or are contemplated; (E) the opinions (in form and substance reasonably satisfactory to the Initial Purchaser and counsel to the Initial Purchaser) of ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, special counsel to the Issuers, dated the Closing Date, in the form of Exhibit I hereto; --------- (F) the opinions (in form and substance reasonably satisfactory to the Initial Purchaser and counsel to the Initial Purchaser) of ▇▇▇▇▇ & ▇▇▇▇▇▇▇, special FAA counsel to the Issuers, dated the Closing Date, substantially in the form of Exhibit J hereto; --------- (G) copies of all opinions, certificates, letters and other documents delivered under or in connection with the certificate attached hereto as Exhibit DTransactions; (H) except with respect to Permitted Liens and Identified Liens, signed copies of duly executed payoff letters, UCC-3 termination statements (subject to the reasonable payoff and delivery requirements of each creditor), mortgage releases and other collateral releases and terminations, each in form and substance reasonably satisfactory to the Initial Purchaser evidencing (x) the termination of each agreement and instrument relating to any indebtedness secured by a the Collateral and (y) the release of each item of Collateral securing such indebtedness and the termination of all Liens created thereunder, and each such payoff letter, release and termination shall be in full force and effect; (I) the Security Documents duly authorized officer of executed by the Borrower dated the Issuance Date stating thatIssuers: (aJ) the representations and warranties contained in Article IV of this Agreement are correct duly executed financing statements, appropriate for filing in all material respects on and jurisdictions that may be deemed necessary or desirable in order to perfect the Liens created by the Security Documents, covering the Collateral; (K) contemplated requests for information, listing all effective financing statements filed as of such Issuance Date the date thereof in the jurisdictions referred to in the prior subparagraph that name either of the Issuers as though made on and as debtor, together with copies of such Issuance Date except financing statements (none of which shall cover the Collateral described in the Security Documents (unless such financing statements evidence Permitted Liens or are to be terminated pursuant to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier dateterms thereof)); and (bL) No Default reasonable evidence that all other actions necessary or Event of Default has occurred desirable to perfect and is continuing or would result from protect the issuance, amendment or extension of such Facility Letter of Credit;Liens created by the Security Documents and contemplated thereby have been taken. (ivvii) the Issuer The Documents shall have been executed and delivered by all parties thereto, and the Agent Initial Purchaser shall have received such other approvals, opinions, or documents as either may reasonably requesta fully executed original of each Documen t. (viii) Each of the Transactions shall have been consummated.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to the satisfaction in full Incremental Commitments shall become effective as of the following conditions on the Issuance Increase Effective Date:; provided that (except as otherwise provided in §6.18.7): (i) (x) to the Borrower extent that such Incremental Commitments are incurred in connection with a Permitted Acquisition or other similar Investment, no Event of Default under §14.1(a), (b), (g) and (h) shall have delivered occurred and be continuing or (y) otherwise, no Default shall have occurred and be continuing or would result from the borrowings to be made on the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlIncrease Effective Date; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable (x) to the Issuer and no directive from any governmental authority extent that such Incremental Commitments are incurred in connection with jurisdiction over a Permitted Acquisition or other similar Investment, the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements Specified Representations shall be true, true and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date the Increase Effective Date, except to the extent that any such representation representations and warranties specifically refer to an earlier date, or warranty is stated (y) otherwise, the representations and warranties contained in §8 and the other Loan Documents shall be true and correct in all material respects on and as of the Increase Effective Date, except to relate solely the extent that such representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this clause (y), the representations and warranties contained in §8.4.1 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of §9.4; (iii) to the extent that such Incremental Commitments are not incurred in connection with a Permitted Acquisition or other similar Investment, on a pro forma basis (assuming, in the case of Incremental Revolving Loan Commitments, that such Incremental Revolving Loan Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in §11 as of the end of the latest fiscal quarter for which internal financial statements are available; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent Borrowers shall have received such other approvals, opinions, or documents as either may reasonably requestmake any breakage payments in connection with any adjustment of Revolving Loans pursuant to §6.9.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject As a condition precedent to the satisfaction in full effectiveness of this Amendment and to Administrative Agent's obligations hereunder, each of the following conditions on the Issuance Date: (i) the Borrower precedent shall have delivered to the Issuer at such times been satisfied (as determined by Administrative Agent in its sole and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (iiabsolute discretion) as of the Issuance Date no order, judgment or decree date of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatthis Amendment: (a) the representations All parties shall have executed and warranties contained in Article IV of delivered this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; andAmendment. (b) No Default Administrative Agent shall have received consents or Event resolutions, with a certificate of Default has occurred incumbency, from each of Borrower and is continuing Guarantors authorizing the execution and delivery of this Amendment, and any other documents or would result from the issuance, amendment instruments required or extension of such Facility Letter of Credit;requested by Administrative Agent. (ivc) the Issuer and the Administrative Agent shall have received such other approvalsdocuments or instruments as are required under this Amendment or as may otherwise be reasonably requested by Administrative Agent. (d) Administrative Agent shall have been reimbursed by Borrower in the full amount of Administrative Agent's and each Lender's costs and expenses incurred in connection with this Amendment and the transactions, opinionsdocuments and instruments contemplated hereby, including, without limitation, reasonable attorneys' fees and expenses. (e) The representations and warranties set forth in this Amendment and all of the Loan Documents shall continue to remain true and correct in all material respects. (f) As of the date hereof, there shall not have been an Event of Default on the part of Borrower or documents Guarantors under any of the Loan Documents. The parties agree that this Amendment will not be binding upon or enforceable against Administrative Agent or Lenders until such time as either may reasonably requesteach of the conditions precedent set forth above have been satisfied in Administrative Agent's sole and absolute determination, and then only after Borrower and Guarantors have has fully complied with all of the other terms and conditions set forth in this Amendment.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to the satisfaction in full Incremental Commitments shall become effective as of the following conditions on the Issuance Increase Effective Date; provided that: (i) each of the Borrower shall have delivered to the Issuer at such times and conditions set forth in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit Section 4.02 shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlsatisfied; (ii) as of no Default shall have occurred and be continuing or would result from the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing borrowings to be made on the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of CreditIncrease Effective Date; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement V and each Loan Document are true and correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date the Increase Effective Date, except to the extent that any such representation or warranty is stated to relate solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.19(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to also refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrower shall be in compliance with the covenant set forth in Section 7.11, in each case as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrower shall make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.19(c); (vi) the Borrower shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Closing Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent; and (bvii) No Default upon the reasonable request of the Administrative Agent or Event of Default has occurred and is continuing any Lender made at least five (5) Business Days prior to the Increase Effective Date, the Borrower shall have provided to the Administrative Agent or would result from such Lender (as the issuancecase may be), amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Administrative Agent or such Lender (as the case may be) shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least two (2) Business Days prior to the Increase Effective Date and (y) at least two (2) Business Days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have received delivered, to the Administrative Agent and each Lender that so requests, a Beneficial Ownership Certification in relation to such other approvals, opinions, or documents as either may reasonably requestLoan Party.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Amendment on the date at the time hereof (the “First Amendment Effective Time”) is subject to the satisfaction in full of each of the following conditions on precedent (each in form and substance satisfactory to the Issuance DateLenders): a. The Lenders and the Administrative Agent shall have received: (i) counterparts of this Amendment duly executed and delivered by the Borrower shall have delivered to Borrowers, the Issuer at such times and in such manner as Guarantors, the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, Lenders and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlAdministrative Agent; (ii) such documents and certifications as the Lenders may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of the Issuance Date no order, judgment organization or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Creditformation; (iii) such certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party as any Lender may reasonably require evidencing the following statements shall be trueidentity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Agent and Loan Documents to which such Issuer shall have received Loan Party is a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Creditparty; (iv) a true, complete and correct copy of the Issuer Assignment and Acceptance Agreement(s) and the Agent Cash Collateral Agreement(s) with respect to each New Lender, dated as of the date hereof, by and among the parties thereto; and (v) the initial Budget for the 2-week period commencing on the date of the First Amendment Effective Time and the Required Lenders shall be satisfied with such Budget; b. There shall have received such other approvals, opinions, been declared no Event of Default under the Term Debt or documents the Convertible Notes Debt; and c. The representations and warranties of each Loan Party set forth in Section 5 above are true and correct on and as either may reasonably requestof the date hereof.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter Article II of Credit this Amendment is subject to the satisfaction in full of the following conditions on precedent (the Issuance Date: (i) the Borrower shall have delivered to the Issuer at date upon which such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreementconditions precedent are satisfied, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that:"Effective Date"): (a) The Bank shall have received this Amendment duly executed by the Borrower; FIFTH AMENDMENT TO CREDIT AGREEMENT (SECOND LIEN), Page 1 (b) The Bank shall have received such documents and certificates as the Bank or its counsel may reasonably request relating to the organization, existence and good standing of Borrower and the authorization of the transactions contemplated by this Amendment, all in form and substance satisfactory to the Bank and its counsel; (c) The Borrower shall have paid or reimbursed the Bank for (i) all fees and other amounts due and payable on or prior to the Effective Date, including, without limitation, all fees owed to the Bank or its affiliates in connection with the execution of this Amendment and (ii) all reasonable fees and expenses of the Bank and its affiliates in connection with the preparation, negotiation and execution of this Amendment, including, without limitation, the reasonable fees, disbursements and other charges of the Bank's counsel; (d) The representations and warranties contained herein and in Article IV all other Loan Documents (other than Section 4.04(c) and Section 4.10 (solely with respect to Section 4.04(c) of this Agreement are the Revolving Credit Agreement) of the Agreement), as amended hereby, shall be true and correct in all material respects on and (which materiality exception will not apply to representations qualified by materiality standards) as of such Issuance Date the date hereof as though if made on the date hereof, except for such representations and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely warranties limited by their terms to an earlier date, in date (which case such representation or warranty is representations and warranties shall be true and correct in all material respects as of such earlier date); and (be) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestexist.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Amendment is subject to the satisfaction in full of the following conditions on precedent, unless specifically waived by Agent: (a) Agent shall have received the Issuance Datefollowing documents, each in form and substance satisfactory to Agent: (i) This Amendment, duly executed by Borrowers, together with the Borrower shall have delivered to Consent and Ratification (the Issuer at such times and in such manner as “Ratification”) hereto, duly executed by the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlGuarantors; (ii) Officers’ Certificates dated as of the Issuance Date no orderdate of this Amendment, judgment in form and substance satisfactory to Agent, certified by the Secretary of the Borrowers and the Guarantors certifying among other things, that the Borrowers’ and Guarantors’ Board of Directors have met and have adopted, approved, consented to and ratified resolutions which authorize the execution, delivery and performance by Borrowers of this Amendment, and the Guarantors of the Ratification, and each other document, instrument and agreement executed in connection with or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable relating to the Issuer Agreement, this Amendment or the Ratification (hereinafter individually referred to as a “Loan Document” and no directive from any governmental authority with jurisdiction over collectively referred to as the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit“Loan Documents”); (iiib) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the The representations and warranties contained herein, in Article IV of this Agreement are the Agreement, as amended hereby, and/or in each other Loan Document shall be true and correct in all material respects on and as of such Issuance Date the date hereof, as though if made on the date hereof; (c) No Event of Default shall have occurred and as be continuing and no Default shall exist, unless such Event of such Issuance Date except to the extent that any such representation Default or warranty is stated to relate solely to an earlier date, Default has been specifically waived in which case such representation or warranty is correct in all material respects as of such earlier datewriting by Agent; and (bd) No Default or Event of Default has occurred All corporate proceedings taken in connection with the transactions contemplated by this Amendment and is continuing or would result from the issuanceall documents, amendment or extension of such Facility Letter of Credit;instruments and other legal matters incident thereto, shall be satisfactory to Agent. (ive) The terms of subordination of the Issuer 2007 Subordinated Notes contained in the 2007 Indenture are consistent with, and the Agent shall have received such other approvalsterms of the 2007 Indenture are materially consistent with, opinionsthe terms set forth in the March 15, or documents as either may reasonably request2007 draft of the Description of the Notes previously provided to the Lender.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to This Forbearance Agreement shall not be effective ---------- until the satisfaction in full date (the "Forbearance Agreement Effective Date") that each of the following conditions on the Issuance Dateshall have been satisfied or waived: (i4(a) the Borrower The Company shall have delivered or shall have had delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereofAgent, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and contentsubstance satisfactory to the Agent and its counsel, provided, however, in each of the event following (with sufficient copies for each of any conflict between the terms Lenders): (1) A duly executed copy of this Agreement and the terms of the Reimbursement Forbearance Agreement, the terms of this Agreement shall control; (ii2) as A duly executed acknowledgment of this Forbearance Agreement from each of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of CreditGuarantors; (iii3) the following statements shall be trueSuch credit applications, and the Agent financial statements, authorizations and such Issuer shall have received a certificateinformation concerning the Company, substantially in the form of the certificate attached hereto Guarantors and their respective business, operations and condition (financial and otherwise) as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either Lender may reasonably request; 4(b) All acts and conditions (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened precedent to the execution, delivery and performance of this Forbearance Agreement and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance with all applicable laws. 4(c) All documentation, including, without limitation, documentation for corporate and legal proceedings in connection with the transactions contemplated by this Forbearance Agreement shall be satisfactory in form and substance to the Agent, the Bond L/C Issuing Bank, the Standard L/C Issuing Bank, the Lenders and their counsel. 4(d) The Company shall have paid to the Agent for the pro rata account of each of the Lenders all reasonable out-of pocket expenses (including fees and disbursements of counsel) of the Agent incurred in connection with the preparation and negotiation of this Forbearance Agreement.

Conditions. The issuanceobligation of the Seller and the Purchasers to effect Completion is conditional upon satisfaction or, amendment or extension of any Facility Letter of Credit is subject to the satisfaction in full extent permitted by Law, waiver of the following conditions on precedent (the Issuance Date“Completion Conditions” and each a “Completion Condition”): (a) all obligatory notifications and filings with the Competition Authorities in connection with the Transaction as listed in Schedule 6 (Merger Clearance Filings) (the “Merger Clearance Filings”) must have been made and each Competition Authority, to the extent required by Law before Completion, has: (i) given the Borrower approvals, consents or clearances required under relevant applicable Law for the completion of the Transaction; 5 / 52 (ii) rendered a decision that no approval, consent or clearance is required under relevant applicable Law for the completion of the Transaction; (iii) failed to render a decision within the applicable waiting period under relevant applicable Law and that failure is considered under such Law to be a grant of all requisite consents or clearances under such Law; or (iv) referred the Transaction or any part of the Transaction to another Competition Authority in accordance with relevant applicable Law, and one of the requirements listed in items (i) through (iii) above has been fulfilled in respect of such other Competition Authority; (b) if and to the extent the Dutch Works Council has a right of advice pursuant to article 25 of the Dutch Works Councils Act (Wet op de Ondernemingsraden; “WOR”) with respect to the Transaction, the consultation procedure with the Dutch Works Council in accordance with article 25 WOR has been complied with in accordance with Clause 4.4; (c) if and to the extent there is a requirement under applicable Law to consult with the relevant works council(s) (Betriebsrat/räte) of the Seller’s Group in Germany in compliance with sections 111 et seq. of the German Works Constitution Act (Betriebsverfassungsgesetz), the consultation procedure has been complied with and completed in accordance with Clause 4.4; and (d) the Parties shall have delivered received from the Committee on Foreign Investment in the United States (“CFIUS”) notice that: (i) review of the Transaction, including any subsequent investigation, under Section 721 of the U.S. Defense Production Act of 1950, as amended (“Section 721”), has been concluded and CFIUS has determined that there are no unresolved national security concerns with respect to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlTransaction; (ii) as of CFIUS has concluded that the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit Transaction is not a covered transaction and no law, rule or regulation not subject to review under applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit;Law; or (iii) CFIUS has sent a report to the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form President of the certificate attached hereto as Exhibit D, signed United States requesting the President’s decision on the CFIUS notice submitted by a duly authorized officer of the Borrower dated the Issuance Date stating thatParties and: (aA) the representations and warranties contained in Article IV of this Agreement are correct in all material respects period under Section 721, during which the President may announce his decision to take action to suspend, prohibit or place any limitations on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that transaction, shall have expired without any such representation action being announced or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier datetaken; andor (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (ivB) the Issuer and the Agent President or his designee shall have received such other approvalsannounced (or otherwise communicated) a decision not to take any action to suspend, opinionsprohibit or place any limitations on the Transaction, or documents as either may reasonably request(in each case, the “CFIUS Approval”).

Conditions. (a) CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE MERGERS. The issuance, amendment or extension respective obligations of any Facility Letter of Credit is each party to effect the Mergers shall be subject to the satisfaction in full fulfillment at or prior to the Closing Date of the following conditions on the Issuance Dateconditions: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms transactions contemplated hereby shall have been approved and adopted by the Requisite Stockholder Approvals of the Reimbursement Agreement, the terms of this Agreement shall controlSellers under applicable law and applicable listing requirements; (ii) as the shares of Parent Common Stock issuable in the Issuance Date no orderMergers and those to be reserved for issuance upon exercise of stock options or warrants or the conversion of convertible securities shall have been authorized for quotation on the NYSE, judgment or decree such other exchange on which Parent Common Stock is then primarily traded, upon official notice of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit;issuance: (iii) the following statements Registration Statement shall be truehave become effective in accordance with the provisions of the Securities Act, and the Agent and no stop order suspending such Issuer effectiveness shall have received a certificate, substantially been issued and remain in effect and no proceeding for that purpose shall have been instituted by the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that SEC or any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Creditstate regulatory authorities; (iv) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the Issuer consummation of any of the Mergers shall have been issued and remain in effect (each party agreeing to use its reasonable efforts to have any such injunction, order or decree lifted); (v) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of any of the Mergers or make the consummation of any of the Mergers illegal; (vi) all governmental waivers, consents, orders and approvals legally required for the consummation of the Mergers and the Agent transactions contemplated hereby, and all consents from lenders required to consummate the Mergers, shall have been obtained and be in effect at the Merger 1 Effective Time, except where the failure to obtain the same would not be reasonably likely to have a Material Adverse Effect following the Merger 1 Effective Time; and (vii) the Sellers and Purchasers shall have received such other approvalsan opinion of Coopers & ▇▇▇▇▇▇▇ LLP, opinionsin form and substance reasonably satisfactory to the Sellers and Purchasers, or documents dated the Closing Date, to the effect that (A) Merger 3 will qualify as either may reasonably request.a reorganization under Section 368 of the Code and (B) Parent and Convest will each be a "party to a reorganization" within the meaning of 368(b) of the Code with respect to Merger 3. (b)

Conditions. The issuance, amendment or extension obligations of any Facility Letter of Credit is subject the Lenders to the satisfaction in full make Loans hereunder shall not become effective until each of the following conditions on the Issuance Date:has been satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Borrower Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have delivered received favorable written opinions (addressed to the Issuer at Administrative Agent and the Lenders and dated the Effective Date) of (i) B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ LLP, counsel for the Company, substantially in the form of Exhibit C-1, and (ii) the general counsel of the Company, substantially in the form of Exhibit C-2. Each Loan Party hereby requests such times counsel to deliver such opinions. (c) The Administrative Agent shall have received such documents and in such manner certificates as the Issuer Administrative Agent or its counsel may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant request relating to the terms thereofformation, existence and good standing of the Loan Parties and the proposed Facility Letter authorization of Credit shall be the Transactions, all in form and substance reasonably satisfactory to such Issuer in form the Administrative Agent and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control;its counsel. (iid) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the The Administrative Agent and such Issuer shall have received a certificate, substantially in dated the form of the certificate attached hereto as Exhibit D, Effective Date and signed by a duly authorized financial officer of the Borrower dated Company, confirming that the Issuance Date stating that:conditions set forth in paragraphs (f), (g) and (h) of this Article have been satisfied. (ae) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent an invoice with respect thereto shall have been received by the Company, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder or under any other Loan Document. (f) The Guarantee Requirement shall be satisfied. (g) At the time of and immediately after giving effect to the Borrowing hereunder, the representations and warranties contained of the Loan Parties set forth in Article IV the Loan Documents shall be true and correct. (h) At the time of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except immediately after giving effect to the extent that any such representation Borrowing hereunder, no Default shall have occurred or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from be continuing. The Administrative Agent shall notify the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer Company and the Agent Lenders of the Effective Date, and such notice shall have received such other approvalsbe conclusive and binding. Notwithstanding the foregoing, opinionsthe obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions shall be satisfied (or waived pursuant to Section 9.02) on or prior to March 31, or documents as either may reasonably request2008.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit It shall be reasonably satisfactory a condition to such Issuer in form and content, provided, however, in Lender’s obligation to extend the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating Loan that: (a) At the time of the making of the Loan, the representations and warranties contained in of Borrower under Article IV of this Agreement are II hereof shall be true and correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date (except to the extent that any such representation or warranty is stated representations and warranties are subject to relate solely to an earlier datea materiality qualifier, in which case such representation or warranty is representations shall be true and correct in all material respects respects); (b) All documents executed and delivered in connection with the Loan shall be in form and substance satisfactory to Lender and its counsel; (c) Any consent required for Borrower to execute and deliver this Agreement, the Note and the other Loan Documents, and to perform its obligations hereunder and thereunder have been validly obtained and delivered to Lender and remain in full force and effect; (d) The Purchase Agreement and the other transaction documents contemplated thereby (such documents, as each may be amended, supplemented or otherwise modified, collectively, the “Transaction Documents”) (if any) required to be signed concurrently with the Purchase Agreement by the terms thereof have been executed by the parties as of even date herewith; (e) The Lender shall be in receipt of such earlier datecertificates of good standing (to the extent such concept exists in the applicable jurisdiction) from the applicable secretary of state (or similar body of the relevant jurisdiction) of the state (or other jurisdiction) of organization of each Borrower, copies of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of responsible officers of each Borrower as the Lender may reasonably require evidencing the identity, authority and capacity of the Borrowers and such officers; and (bf) No Default The Lender shall be in receipt of the documents set forth on Item 11 of the Loan Schedule (the “Loan Security Documents”) required to be executed on the date the Loan is made hereunder (such date, the “Closing Date”) as indicated on such schedule, duly executed by each Loan Party thereto, together with (i) subject to the Intercreditor Agreement, certificates, if any, representing the Collateral constituting certificated equity securities of any US domestic subsidiary of the Borrowers referred to therein accompanied by undated stock powers executed in blank; and (ii) proper financing statements (Form UCC-1 or Event the equivalent) for filing under the UCC or other appropriate filing offices of Default has occurred and is continuing or would result from each jurisdiction as may be necessary to perfect the issuance, amendment or extension of such Facility Letter of Credit; (iv) security interests purported to be created by the Issuer and Borrowers pursuant to the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestterms hereof.

Conditions. The issuance, amendment or extension consummation of any Facility Letter of Credit is the transactions set forth in Sections 3 and 4 hereof shall be subject to the satisfaction in full of the following conditions on the Issuance Dateprecedent: (a) The Administrative Agent shall have received a written opinion (addressed to the Arrangers, the Administrative Agent, the Issuers and the Lenders) of each of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for Holdings, the Borrower shall have delivered to and the Issuer at such times Restricted Subsidiaries, and (ii) local counsel in such manner as each jurisdiction where a Loan Party is organized or which provides the Issuer may reasonably prescribe governing law for any Reaffirmation Agreement in respect of a Reimbursement Foreign Pledge Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereofor Foreign Security Agreement, and the proposed Facility Letter laws of Credit which are not covered by the opinion letter referred to in clause (i) of this paragraph. Each of Holdings and the Borrower hereby requests such counsel to deliver such opinions. (b) The Administrative Agent shall be have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing (or equivalent concepts in any applicable jurisdiction) of Holdings, the Borrower and the other Loan Parties, the authorization of the transactions contemplated by this Amendment and any other legal matters relating to Holdings, the Borrower and the other Loan Parties or this Amendment, all in form and substance reasonably satisfactory to such Issuer in form the Administrative Agent and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control;its counsel. (iic) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the The Administrative Agent and such Issuer shall have received a certificate, substantially in dated the form of the certificate attached hereto as Exhibit D, Restatement Effective Date and signed by a duly authorized officer Financial Officer confirming that, after giving effect to this Amendment, no Default or Event of the Borrower Default shall have occurred and be continuing. (d) The Administrative Agent shall have received a certificate, dated the Issuance Restatement Effective Date stating that: (a) and signed by a Financial Officer confirming that the representations and warranties contained of each Loan Party set forth in Article IV of this Agreement are the Loan Documents shall be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of such Issuance Date as though made on and as the Restatement Effective Date, except in the case of such Issuance Date except to the extent that any such representation or and warranty is stated that expressly relates to relate solely to an earlier a prior date, in which case such representation or and warranty is shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date; and. (be) No Default or Event of Default The Administrative Agent shall have received, at least three Business Days prior to the Restatement Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has occurred and is continuing or would result from been requested at least ten Business Days prior to the issuance, amendment or extension of such Facility Letter of Credit;Restatement Effective Date. (ivf) The Administrative Agent shall have received, to the extent invoiced at least three Business Days prior to the Restatement Effective Date, reimbursement or payment of all fees and reasonable out-of-pocket expenses (including fees, charges and disbursements of counsel), in each case required to be paid or reimbursed by Holdings or the Borrower on the Restatement Effective Date under any agreement entered into by any of the Arrangers, the Administrative Agent and the Lenders, on the one hand, and Holdings or the Borrower, on the other hand (including the fees and expenses referenced in Section 11 hereof). (g) The Borrower shall have paid to the Administrative Agent, for the account of the Lenders and the Issuers, all unpaid interest and fees in respect of the Commitments and the Loans that have accrued through (but not including) the Issuer and the Restatement Effective Date. (h) The Administrative Agent shall have received a reaffirmation agreement, in the form attached hereto as Exhibits B, C and D, duly executed by the Loan Parties specified on such other approvalsexhibit. (i) The Administrative Agent shall have received the documents specified on Exhibit E, opinions, or documents as either may reasonably requestduly executed by the Loan Parties specified on such exhibit.

Conditions. The issuanceobligations of the Underwriters hereunder shall be subject, amendment or extension of any Facility Letter of Credit is subject in their discretion, to the satisfaction in full condition that all representations and warranties and other statements of Brazil herein are, at and as of the Time of Delivery, true and correct, the condition that Brazil shall have performed all of its obligations hereunder theretofore to be performed in all material respects, and the following conditions additional conditions: (a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; if Brazil has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have become effective by 10:00 p.m., Washington D.C. time, on the Issuance Datedate of this Agreement; any final term sheet contemplated by Section 5(a) hereof, and any other material required to be filed by Brazil pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, or any part thereof or the use of the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; (b) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Underwriters, shall have furnished to you such written opinion or opinions dated the Time of Delivery, with respect to the validity of the Indenture, the Securities, the Registration Statement, the Prospectus and such other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In rendering such opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP may assume all matters of Brazilian law covered by the opinions referred to in Section 8(c); (c) ▇▇▇▇▇▇▇▇ Neto Advogados, special Brazilian counsel for the Underwriters, shall have furnished to you such written opinion or opinions dated the Time of Delivery, with respect to the validity of this Agreement, the Indenture, the Securities, the Registration Statement, the Prospectus and such other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; in rendering such opinion, such counsel may assume all matters of United States federal and New York law covered by the opinions referred to in Section 8(b); (d) The Attorney General of the National Treasury or another duly authorized attorney of the Office of the Attorney General of the National Treasury of the Ministry of Finance, shall have furnished to you a written opinion dated the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) This Agreement has been duly authorized, executed and delivered by Brazil and constitutes a valid and legally binding agreement of Brazil; (ii) The Securities have been duly authorized, executed, issued and delivered by Brazil, and assuming due authentication by the Borrower shall have delivered Trustee, constitute valid and legally binding obligations of Brazil enforceable in accordance with their terms and entitled to the Issuer at benefits provided by the Indenture, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; (iii) The Indenture has been duly authorized, executed and delivered by Brazil and, assuming due authorization, execution and delivery thereof by the Trustee, constitutes a valid and legally binding agreement of Brazil enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; (iv) Neither the execution and delivery of this Agreement, the Indenture or the Securities, nor the consummation of the transactions herein or therein contemplated, nor compliance with the terms and provisions hereof or thereof, including performance of each of the obligations contained in the Securities, (A) to such times and counsel’s best knowledge after due inquiry, will conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, loan agreement or other agreement or instrument for borrowed money known to such manner counsel to which Brazil is a party, (B) will conflict with, violate or result in a breach of the Constitution of Brazil as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant amended to the terms thereofdate hereof or as currently proposed to be amended by any currently pending resolution of the Brazilian National Congress (i.e., a resolution that initially has been voted upon and approved by both houses of Congress), or any statutes, laws, decrees or regulations of Brazil, (C) to such counsel’s best knowledge after due inquiry, will conflict with or result in a breach of any of the terms, conditions or provisions of any treaty, convention or agreement to which Brazil is a party or constitute a default thereunder or (D) will result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the revenues or assets of Brazil under any such treaty, convention or agreement which, in the case of clause (A), (B), (C), or (D), could have a material adverse effect on the financial, economic or fiscal condition of Brazil or affect the validity or enforceability of the Securities; (v) The Registration Statement, the Basic Prospectus, the Pricing Disclosure Package and the Prospectus and their filing with the Commission have been duly authorized by and on behalf of Brazil, and the proposed Facility Letter Registration Statement has been duly executed by and on behalf of Credit Brazil; His Excellency Luiz ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has been duly appointed as the Authorized Representative of Brazil in connection with the Registration Statement; the information in the Registration Statement, the Basic Prospectus, the Pricing Disclosure Package and the Prospectus stated on the authority of public officials of Brazil has been stated in their official capacities duly authorized by Brazil; statements with respect to matters of Brazilian law set forth in the Registration Statement and in the Basic Prospectus under the caption “Arbitration and Enforceability” are true and correct in all material respects; (vi) All Brazilian Government Authorizations (which shall be reasonably satisfactory to specified in such Issuer in form opinion) of or with any Brazilian Government Agency required by Brazil for the execution and content, provided, however, in the event of any conflict between the terms delivery of this Agreement and the terms Indenture and for the execution, issuance, sale and delivery of the Reimbursement Securities, and the consummation by Brazil of the transactions contemplated by this Agreement, the terms of this Agreement shall controlIndenture or the Securities have been obtained and are in full force and effect; (iivii) as Under the laws of Brazil, neither Brazil nor any of its property has any immunity from the jurisdiction of any Brazilian court or from the execution of any judgment in Brazil (except for the limitation on alienation of public property under Article 100 of the Issuance Date no order, judgment Civil Code of Brazil) or decree from enforcement therein of any courtarbitral award on the grounds of sovereignty or otherwise; the execution of an arbitral award, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing as well as the Facility Letter execution of Credit and no lawany judgment, rule or regulation applicable to against Brazil in Brazil are only available in accordance with the Issuer and no directive from any governmental authority with jurisdiction over procedures set forth in Article 910 et seq. of the Issuer shall prohibit such Issuer from issuing Letters Civil Procedure Code of Credit generally or from issuing that Facility Letter Brazil of CreditMarch 16, 2015; (iiiA) The agreement of the following statements parties to this Agreement, the Indenture and the Securities that these agreements shall be truegoverned by, and the Agent and such Issuer shall have received a certificate, substantially construed in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably request.accordance

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to This Amendment shall be effective on the satisfaction in full date that each of the following conditions on are satisfied (the Issuance “Amendment Effective Date:”): (ia) this Amendment is executed by each Borrower, Global Administrative Agent, the Borrower shall have delivered to Required Lenders, each Increasing Lender (other than Increasing Lenders under the Issuer at such times RMB Loan Agreement), and in such manner as each Subsequent Lender (other than Subsequent Lenders under the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereofRMB Loan Agreement), and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlratification attached hereto is executed by each Subsidiary Guarantor; (iib) the Confirmation Agreement dated as of the Issuance Date no orderdate hereof among the applicable Increasing Lenders and Subsequent Lenders under the RMB Loan Agreement, judgment or decree of any courtRMB Borrowers, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing ProLogis, and Global Administrative Agent (the Facility Letter of Credit “Confirmation Agreement”) has been executed and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Creditdelivered by all parties thereto; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (ac) the representations and warranties contained in Article IV of this Agreement Amendment are true and correct in all material respects on and as of such Issuance Date as though made on and as the date of such Issuance Date this Amendment, except to the extent that (i) any such representation or warranty is stated of them speak to relate solely to an earlier a different specific date, in or (ii) the facts on which case any of them were based have been changed by transactions contemplated or permitted by the Credit Agreement; (d) Global Administrative Agent has received such representation certificates of resolutions or warranty is correct in all material respects other action from each Borrower as Global Administrative Agent may reasonably require to evidence the authority of such earlier dateBorrower to execute and deliver this Amendment; (e) Global Administrative Agent has received an opinion letter from Mayer, Brown, R▇▇▇ & Maw LLP, counsel to ProLogis, addressed to Global Administrative Agent and each Lender, as to such matters concerning ProLogis and this Amendment as Global Administrative Agent may reasonably request; (f) all fees required to be paid in connection with this Amendment shall have been paid (including the fees under the applicable Fee Letter); and (bg) No both before and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestexists.

Conditions. The issuance, amendment or extension agreement of any Facility Letter of Credit each First Amendment Additional Term Loan Lender to make First Amendment Additional Term Loans on the First Amendment Effective Date is subject to the satisfaction in full satisfaction, or waiver by the First Amendment Joint Lead Arrangers, of the following conditions on the Issuance Dateprecedent: (i) 4.1.1 The Administrative Agent’s receipt of the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereoffollowing, and the proposed Facility Letter each of Credit which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each in form and substance reasonably satisfactory to such Issuer the Administrative Agent: a. Committed Loan Notice in form and content, provided, however, in accordance with Section 2.02(a) of the event of any conflict between the terms First Lien Credit Agreement (as amended by Section 2.1.2); b. counterparts of this Agreement Amendment duly executed by each Loan Party, the Administrative Agent, the Collateral Agent, the Required Lenders and the terms First Amendment Additional Term Loan Lenders; c. a Joinder Agreement, duly executed by the Target; d. a joinder to the Junior Lien Intercreditor Agreement, duly executed by the Target; e. each Collateral Document required to be executed on the First Amendment Effective Date, duly executed by each Loan Party thereto, together with delivery to the Collateral Agent of (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock or membership interest powers executed in blank (or confirmation in lieu thereof that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel) and (B) each promissory note, if any, representing Pledged Debt referred to therein accompanied by note powers duly executed in blank by the pledgor thereof; f. such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the Reimbursement Agreementstate of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the terms Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement shall controlAmendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the First Amendment Effective Date; (ii) as g. a legal opinion from Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York and Delaware counsel to the Loan Parties; h. a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable Borrower (after giving effect to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iiiFirst Amendment Transactions) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of Exhibit E-2 to the certificate attached hereto as Exhibit DFirst Lien Credit Agreement; and i. a certificate, dated the First Amendment Effective Date and signed by a duly authorized officer an Authorized Officer of the Borrower dated Borrower, confirming satisfaction of the Issuance Date stating conditions set forth in Sections 4.1.3, 4.1.4 and 4.1.6 below; provided, however, that: , each of the requirements set forth in clause 4.1.1.e above (aexcept to the extent that a Lien on such Collateral may be perfected by (x) the filing of a financing statement under the UCC or (z) the delivery of stock certificates, together with undated stock powers executed in blank) is not provided or perfected on the First Amendment Effective Date after the relevant Loan Party’s use of commercially reasonable efforts to do so, the provision and/or perfection of such security interests in such Collateral shall not constitute a condition precedent to the availability of the First Amendment Additional Term Loans on the First Amendment Effective Date, but shall be required to be provided and/or perfected within sixty (60) days after the First Amendment Effective Date (subject to extensions granted by the Administrative Agent in its reasonable discretion). 4.1.2 Prior to or substantially simultaneously with the funding of the Borrowings under this Amendment, the Acquisition shall have been consummated in accordance with the terms of the Acquisition Agreement, without giving effect to any amendments, waivers or consents by Holdings that are materially adverse to the interests of the First Amendment Additional Term Loan Lenders or the First Amendment Joint Lead Arrangers in their respective capacities as such without the consent of the First Amendment Joint Lead Arrangers, such consent not to be unreasonably withheld, delayed or conditioned (it being agreed that (A) any amendment, modification, waiver or consent to the definition of the term Material Adverse Effect shall be deemed to be materially adverse to the interests of the First Amendment Additional Term Loan Lenders, (B) any decrease in the purchase price shall be materially adverse to the interests of the First Amendment Additional Term Loan Lenders or the First Amendment Joint Lead Arrangers in their respective capacities as such, unless such decrease in purchase price is accompanied by, in the sole discretion of the First Amendment Joint Lead Arrangers, a ratable dollar for dollar decrease in the First Amendment Additional Facilities, in the aggregate and (C) any increase in the purchase price shall be materially adverse to the interests of the First Amendment Additional Term Loan Lenders or the First Amendment Joint Lead Arrangers in their respective capacities as such, unless such increase is funded by an equal cash equity contribution, directly or indirectly, to the Borrower by the Shareholders). 4.1.3 The representations and warranties contained made by the Target in Article IV the Acquisition Agreement that are material to the interests of this Agreement are the First Amendment Additional Term Loan Lenders shall be true and correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except the First Amendment Effective Date, but only to the extent that Sterling Infosystems (or any applicable Affiliate thereof) has the right to terminate its obligations, or decline to consummate the Acquisition under the Acquisition Agreement as a result of a breach of such representation or warranty is stated representations and warranties; provided that, to relate solely the extent that such representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall be true and correct in all material respects as of such earlier date. 4.1.4 The Specified Representations shall be true and correct in all material respects on and as of the First Amendment Effective Date; andprovided that, to the extent that any Specified Representation specifically refers to an earlier date, it shall be true and correct in all material respects as of such earlier date. 4.1.5 The following representation shall be true and correct in all material respects on and as of the First Amendment Effective Date: a. The execution, delivery and performance by each Loan Party of each Loan Document entered into on the First Amendment Effective Date, to which such Person is a party, does not conflict with or result in any breach or contravention of the First Lien Credit Agreement (b) No Default as amended by this Amendment). 4.1.6 Prior to or Event substantially concurrently with the funding of Default the First Amendment Additional Term Loans, the Shareholders’ Equity Contribution and the Rollover Equity Contribution shall have been consummated. 4.1.7 Since December 31, 2014, there shall not have occurred any event, effect, change, circumstance or development that has occurred and is continuing had or would result from reasonably be expected to have a Material Adverse Effect. 4.1.8 All fees and expenses due to the issuanceFirst Amendment Joint Lead Arrangers, amendment or extension of such Facility Letter of Credit; (iv) the Issuer First Amendment Additional Term Loan Lenders and the Administrative Agent, required to be paid on the First Amendment Effective Date (as separately agreed in writing) and (in the case of expenses) to the extent a reasonably detailed invoice has been delivered to the Borrower at least three Business Days before the First Amendment Effective Date shall have been paid. 4.1.9 The Administrative Agent shall have received (i) an audited consolidated balance sheet and related statements of income and cash flows of the Target as of and for each of the fiscal years ended December 31, 2014 and December 31, 2013, (ii) unaudited consolidated balance sheets and related statements of income and cash flows of the Borrower and the Target for each fiscal quarter thereafter ended at least 45 days prior to the First Amendment Effective Date and (iii) a pro forma consolidated balance sheet of the Borrower and related pro forma statement of income as of and for the most recently ended four consecutive fiscal quarters for which internal financial statements are available, prepared after giving effect to the First Amendment Transactions and the First Amendment Additional Facilities as if the First Amendment Transactions had occurred as of such date; provided that (w) the financial statements described in clauses (i) and (ii) above have been prepared in accordance with GAAP consistently applied, (x) each such pro forma financial statement shall be prepared in good faith by the Borrower and (y) no such pro forma financial statement shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). 4.1.10 The First Amendment Joint Lead Arrangers (to the extent reasonably requested in writing at least ten (10) Business Days prior to the First Amendment Effective Date) shall have received, at least three (3) Business Days prior to the First Amendment Effective Date, all documentation and other approvalsinformation required by Governmental Authorities, opinionswith respect to the Target, under applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act. 4.1.11 Prior to or documents substantially simultaneously with the funding of the First Amendment Additional Term Loans, the Borrower shall have received the proceeds of the First Amendment Additional Second Lien Term Loans on terms and conditions reasonably satisfactory to the First Amendment Joint Lead Arrangers. 4.1.12 The Administrative Agent shall have received reasonably satisfactory evidence that, prior to or substantially concurrently with the funding of the First Amendment Additional Term Loans, all preexisting third party debt for borrowed money of the Target and its Subsidiaries which is required to be repaid as either may reasonably requestset forth in the Acquisition Agreement (excluding, for the avoidance of doubt, Permitted Surviving Debt) has been repaid in full and all related commitments have been terminated and all related liens have been released.

Conditions. The issuance, amendment or extension This Agreement shall become effective as of any the first date (the “Incremental Facility Letter of Credit is subject to the satisfaction in full Closing Date”) when each of the following conditions on the Issuance Dateshall have been satisfied: (ia) the Borrower Administrative Agent shall have delivered received from the Borrower, each Additional Lender and the Administrative Agent an executed counterpart hereof or other written confirmation (in form satisfactory to the Issuer at Administrative Agent) that such times party has signed a counterpart hereof; (b) the conditions set forth in Section 4.03(a) and (b) of the Credit Agreement shall be satisfied on and as of the Incremental Facility Closing Date (it being understood that all references to “the date of such Borrowing” in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may Section 4.03 shall be reasonably required pursuant deemed to refer to the terms thereofIncremental Facility Closing Date), and the proposed Administrative Agent shall have received a certificate dated as of the Incremental Facility Letter Closing Date, and signed by the President, a Vice President or a Financial Officer of Credit shall be reasonably satisfactory the Borrower, to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controleffect; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iiic) the following statements shall be true, and the Administrative Agent and such Issuer shall have received a certificate, substantially in the form dated as of the certificate attached hereto as Exhibit D, Incremental Facility Closing Date and signed by a duly authorized officer Financial Officer of the Borrower dated Borrower, to the Issuance Date stating that:effect of clause (c) of Section 3 above, together with reasonably detailed calculations demonstrating compliance with clause (c) of Section 3; (ad) any fees and expenses owing by the representations Borrower to the Administrative Agent (or its affiliates) in connection herewith and warranties contained invoiced to the Borrower in Article IV of this Agreement are correct reasonable detail prior to the date hereof shall have been paid in all material respects full; (e) there shall be no outstanding Revolving Loans on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier dateIncremental Facility Closing Date; and (bf) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent each Loan Party not a party hereto shall have received such other approvals, opinions, or documents as either may executed and delivered a reaffirmation agreement in form and substance reasonably requestsatisfactory to the Administrative Agent.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that:4.1 Conditions (a) the representations and warranties contained given by the Sellers Group in Article IV of this Agreement are correct in all material respects on agreement shall have been true, accurate and not misleading when made and shall be true, accurate and not misleading as of such Issuance Date Completion with the same force and effect as though if made on and as of such Issuance Date Completion, except to the extent that any such representation or warranty is stated to relate solely to an earlier representations and warranties are as of another date, in which case case, such representation or warranty is correct in all material respects representations and warranties shall be true, accurate and not misleading as of that date with the same force and effect as if made as of Completion. (b) the representations and warranties given by the Purchaser Group in this agreement shall have been true, accurate and not misleading when made and shall be true, accurate and not misleading as of Completion with the same force and effect as if made as of Completion, except to the extent such earlier representations and warranties are as of another date, in which case, such representations and warranties shall be true, accurate and not misleading as of that date with the same force and effect as if made as of Completion. (c) the Sellers shall have performed and complied with its obligations and covenants under clause 5; (d) the PRC Merger Authority shall have approved the Acquisition, without attaching any conditions or obligations; (e) the Purchaser and its applicable Affiliates shall have obtained all such consents, approvals and waivers, and licences and authorisations of and satisfied all such filings and registrations, with any governmental or statutory agency or authority, in each case, as is deemed mandatory or necessary for the consummation of this Transaction based on Purchaser’s knowledge after due inquiry; (f) the Purchaser shall have deposited Completion Cash Payment in the Escrow Account one day prior to the Completion Date; (g) the applicable members of the Sellers Group shall have obtained all necessary consents, approvals and waivers, and licences and authorisations of, and satisfied all filings and registrations, with, any governmental or statutory agency or authority as may be relevant and contemplated herein to give effect to the transactions contemplated by this agreement; and (bh) No Default no provision of any applicable law and no judgment, injunction, order or Event decree shall prohibit the consummation of Default has occurred and is continuing Completion or would result from materially increase the issuance, amendment or extension costs of such Facility Letter the Purchaser in connection with the consummation of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requesttransactions contemplated hereby.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to This Agreement shall become effective on the satisfaction date in full of which the following conditions on the Issuance Date: (i) the Borrower shall precedent have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment been satisfied or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatwaived: (a) this Agreement shall have been executed by each Loan Party, Administrative Agent, and Required Lenders; (b) the representations and warranties contained in Article IV of this Agreement are shall be true and correct in all material respects on and as of such Issuance Date as though made on and as the date of such Issuance Date this Agreement, except to the extent that (i) any such representation or warranty is stated of them speak to relate solely to an earlier a different specific date, in or (ii) the facts on which case such representation any of them were based have been changed by transactions contemplated or warranty is correct in all material respects as of such earlier date; andpermitted by the Credit Agreement; (bc) No after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Creditshall exist; (ivd) the Issuer and the Administrative Agent shall have received a true and correct copy of the Resolutions of Borrower that authorize the execution, delivery, and performance of this Agreement and the other documents executed in connection herewith; (e) Borrower shall have provided evidence reasonably satisfactory to Administrative Agent that, simultaneously with the effectiveness of this Agreement, the provisions of the Tower Construction Loan Agreements and the Revolving Credit Agreement will have been amended or waived to the extent necessary to correspond to the amendments and waivers with respect to Change in Control set forth in this Agreement; (f) the Subject Board Changes do not result in a “change in control” or similar event under any agreement evidencing or governing any Indebtedness of the Consolidated Group that has not been waived in writing by all applicable parties; and (g) Administrative Agent shall have received, for the benefit of each Lender executing and delivering this Agreement to counsel to Administrative Agent by 12:00 noon (New York time) on Friday, August 17, 2007, an amendment fee equal to the product of (a) the amount of such Lender’s Loan on the effective date of, and after giving effect to, this Agreement, times (b) 0.35%, and all other approvals, opinions, or documents as either may reasonably requestfees and expenses payable to Administrative Agent in connection with this Agreement.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Amendment is subject to the satisfaction in full of the following conditions on the Issuance Dateprecedent: (ia) the Borrower Borrowers shall have executed and delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement this Amendment, and such other documents and materials instruments as Agent may be reasonably required pursuant require shall have been executed and/or delivered to Agent (including, without limitation, true, complete and correct copies of fully executed documents amending the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer Subordinated Loan Agreement in form and content, provided, however, in the event of any conflict between the terms of this Agreement substance acceptable to Agent and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlRequired Lenders); (iib) as of All proceedings taken in connection with the Issuance Date no ordertransactions contemplated by this Amendment and all documents, judgment or decree of any court, arbitrator or governmental authority instruments and other legal matters incident thereto shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit be satisfactory to Agent and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Creditits legal counsel; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (bc) No Default or Event of Default has shall have occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Creditbe continuing; (ivd) the Issuer The representations and the Agent warranties set forth in Section 5 below are true, correct and complete; and (e) Borrowers shall have received paid to Agent a non-refundable amendment fee in the amount of one-eighth of one percent (0.125%) of the "Aggregate Commitment", such other approvalsamendment fee to be shared by the Lenders who have executed this Amendment pro rata based on each Lender's respective share of the Aggregate Commitment (for purposes of this clause (e), opinions"Aggregate Commitment" shall mean, or documents as either may reasonably requestwith respect to the Lenders who have executed this Amendment, the aggregate Revolving Loan Commitment of such Lenders plus the outstanding principal amount of Term Loans of such Lenders, in each case after giving effect to this Amendment and payment of the Scheduled Installment of the Term Loan on September 30, 2002.)

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Amendment is subject to ---------- the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that:precedent: Section (a) the The representations and warranties contained in Article IV of this Agreement are correct herein and in all material respects on other Loan Documents, as amended hereby, shall be true and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of the date hereof as if made on the date hereof, except for such earlier representations and warranties limited by their terms to a specific date; and; (b) No Default or Event of Default has shall have occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Creditbe continuing; (ivc) Borrower shall have delivered to the Administrative Agent an executed original copy of this Amendment; (d) Borrower shall have delivered to the Administrative Agent, in form satisfactory to the Administrative Agent, a revised audit of its Borrowing Base; (e) Borrower shall have paid to the Administrative Agent and each Lender executing this Amendment all fees, costs and expenses owed to and/or incurred by each of the Administrative Agent and each such Lender arising in connection with this Amendment, including, without limitation, (i) an amendment fee to each such Lender in an amount equal to twenty-two and one- half (22.5) basis points of the amount of each such Lender's Commitments, and (ii) the Issuer reasonable fees, costs and expenses of the Agent Administrative Agent=s legal counsel, Jenkens & ▇▇▇▇▇▇▇▇▇, a Professional Corporation; and (f) All proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall have received such other approvalsbe satisfactory to (i) the Administrative Agent, opinions(ii) the Required Lenders and (iii) the Administrative Agent=s legal counsel, or documents as either may reasonably requestJenkens & ▇▇▇▇▇▇▇▇▇, a Professional Corporation.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit is this Amendment No. 1 shall be subject to the satisfaction fulfillment by the Borrower, in full a manner satisfactory to the Administrative Agent and the Lender Parties, of all of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and precedent set forth in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereofthis Article V, and the proposed Facility Letter date on which all such conditions shall have been fulfilled to the satisfaction of Credit the Administrative Agent and the Lender Parties, and this Amendment No. 1 shall have become effective, shall be reasonably satisfactory to such Issuer in form and content, provided, however, in herein called the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that"Effective Date": (a) the The representations and warranties contained in Article IV of this herein and each other agreement, instrument, certificate or other writing delivered to the Administrative Agent or any Lender Party pursuant hereto or to the Credit Agreement are shall be correct in all material respects on and as of such Issuance Date the date hereof after giving effect to this Amendment No. 1 as though made on and as of such Issuance Date date except to the extent that any modified hereby and (b) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from the taking effect of this Amendment No. 1, or the transactions contemplated hereby, including the Doubleday Acquisition. 5.2 The Borrower shall have: (a) executed and delivered to the Administrative Agent this Amendment No. 1; (b) executed and delivered to each of the Term Lenders its respective New Note; (c) paid to the Administrative Agent, for the ratable benefit of the Lender Parties, a fee in the amount of $240,000 with respect to this Amendment, together with such representation or warranty is stated other fees as may be due from the Borrower to relate solely the Lender Parties with respect hereto; (d) paid all reasonable fees and expenses of Winston & ▇▇▇▇▇▇, counsel to an earlier datethe Administrative Agent and to Fleet National Bank, incurred in which case such representation or warranty is correct connection herewith; and (e) otherwise complied in all material respects as with the terms hereof and of such earlier dateany other agreement, document, instrument or other writing to be delivered by the Borrower in connection herewith. 5.3 The Administrative Agent shall have received, on or before the date hereof, the following, each in form and substance satisfactory to the Administrative Agent: (a) copies of the resolutions adopted by the Borrower's Board of Directors, certified by an authorized officer thereof, authorizing (i) the execution, delivery and performance by the Borrower of this Amendment No. 1 and the other New Documents, and (ii) the Borrower's subsidiary's investment in the Acquired Assets and the execution, delivery and consummation of the Doubleday Acquisition Documents; and (b) No Default or Event a certificate of Default has occurred an authorized officer of the Borrower, certifying the names and is continuing or would result from true signatures of the issuanceofficer authorized to sign the New Documents, amendment or extension together with evidence of the incumbency of such Facility Letter authorized officer; and a compliance certificate executed by the Chief Financial Officer of Creditthe Borrower dated the date hereof certifying that the conditions set forth in Section 5.1 and otherwise in this Article V shall have been satisfied (together with a detailed computation of compliance with financial covenants set forth in the Credit Agreement). 5.4 With respect to each of the New Guarantors, the Administrative Agent shall have received each of the following duly executed by such New Guarantor, and otherwise in form and substance satisfactory to the Administrative Agent: (a) a Subsidiary Guaranty (or supplement or agreement of joinder to the existing Subsidiary Guaranty) guarantying to the Administrative Agent and the Lender Parties the prompt payment, when and as due, of all Obligations of the Loan Parties under the Loan Documents, including all obligations under any hedging agreement; (b) a Security Agreement (or supplement or agreement of joinder to the existing Security Agreement) granting to the Administrative Agent, for the ratable benefit of the Lender Parties, a security interest in all of the Collateral of such New Guarantor, together with: (i) proper financing statements under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement which are able to be perfected by filing; (ii) to the extent required by the Administrative Agent, completed requests for information, dated on or before the Effective Date (or if not received prior to the Effective Date, received within fifteen days following the Effective Date), listing all effective financing statements filed that name such New Guarantor as debtor, together with copies of such financing statements; (iii) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement (which evidence may be delivered promptly following the filing of the foregoing) that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens created thereby; (iv) evidence of the Issuer insurance required by the terms of the Security Agreement; (v) copies of the Assigned Agreements, if any, referred to in the Security Agreement, together with a consent (to the extent required by the Administrative Agent) to such assignments, if any, duly executed by each party to such Assigned Agreements other than such New Guarantor; (vi) a Note Assignment Agreement covering (and together with) all intercompany notes, if any, made by such New Guarantor payable to the Borrower and duly endorsed to the Administrative Agent; and (vii) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the first priority liens and security interests created under the Security Agreement has been taken; (c) an Intellectual Property Security Agreement (or a supplement or joinder to the existing Intellectual Property Security Agreement) granting to the Administrative Agent for the ratable benefit of the Lender Parties a security interest in all of such New Guarantor's intellectual property, together with evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Intellectual Property Security Agreement has been taken; (d) a supplement or joinder to the Intercompany Subordination Agreement pursuant to which the New Subsidiaries agree to be bound by the provisions of such Agreement and to become parties thereto; (e) certified copies of resolutions of the Board of Directors of such New Guarantor approving the Credit Agreement, and of each Loan Party approving this Amendment No. 1 and each other Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the Credit Agreement, this Amendment No.1, and each other Loan Document; (f) a copy of the charter of such New Guarantor and each amendment thereto, certified (as of a date reasonably near the date of the Effective Date) by the Secretary of State of the jurisdiction of its incorporation as being a true and correct copy thereof; (g) a copy of a certificate of the Secretary of State of the jurisdiction of such New Guarantor's incorporation, dated within five (5) Business Days of the date of the Effective Date, listing the charter of such New Guarantor and each amendment thereto on file in its office and certifying that (A) such amendments are the only amendments to such New Guarantor's charter on file in its office, (B) to the extent obtainable, that such New Guarantor has paid all franchise taxes to the date of such certificate and (c) such New Guarantor is duly incorporated and in good standing or existing, as the case may be, under the laws of the jurisdiction of its incorporation; (h) a copy of a certificate of the Secretary of State of each State listed on Schedule 1 hereto, or on Schedule 4.2 to the Credit Agreement (as amended and restated in the form annexed hereto as part of Schedule 3) dated reasonably near the Effective Date, stating that such New Guarantor is duly qualified and in good standing or existence as a foreign corporation in such State and has filed all annual reports required to be filed to the date of such certificate; (i) a certificate of the Secretary or an Assistant Secretary of such New Guarantor certifying the names and true signatures of the officers of such New Guarantor authorized to sign this Amendment No. 1, and each other Loan Document to which they are or are to be parties and the other documents to be delivered hereunder and thereunder; and (j) such financial, business and other information regarding such New Guarantor as any of the Lender Parties shall have reasonably requested. 5.5 The Borrower or the relevant Subsidiary of the Borrower shall have taken all action necessary to allow the Administrative Agent to obtain a valid and enforceable, first priority, perfected security interest in 100% of the stock of each New Guarantor, and delivered or caused to be delivered to the Administrative Agent certificates representing such pledged shares accompanied by undated stock powers executed in blank and irrevocable proxies, and the Security Agreement shall have been amended to reflect the foregoing, upon terms and conditions reasonably satisfactory to the Administrative Agent. (a) The Administrative Agent shall have received a true, correct and complete copy of the Acquisition Agreement (including all exhibits, annexes and schedules thereto) and all agreements, instruments, and documents executed and delivered in connection therewith, and all exhibits, annexes and schedules annexed thereto, and all amendments and modifications to any of the foregoing (collectively, all of the foregoing, are referred to as the "Doubleday Acquisition Documents"), which Doubleday Acquisition Documents shall be certified as true, correct and complete by an officer of the Borrower, and shall be satisfactory to the Administrative Agent and the Lender Parties in all respects; (b) the Borrower shall have executed and delivered to the Administrative Agent such lien searches and UCC-1 financing statements in connection with the Acquired Assets as the Administrative Agent may have requested, in form sufficient for filing; and (c) upon the Administrative Agent's request, the Borrower shall have (i) delivered to the Administrative Agent the original of all instruments, documents and chattel paper, and all other Collateral of which the Administrative Agent determines it should have physical possession in order to perfect its security interest therein, duly pledged, endorsed or assigned to the Administrative Agent without restriction, (ii) obtained and delivered to the Administrative Agent landlord waivers, in form and substance reasonably satisfactory to the Administrative Agent, with respect to any Inventory or other tangible Collateral located at a location that is not owned by the Borrower or a Subsidiary, (iii) delivered to the Administrative Agent warehouse receipts covering any portion of the Inventory or other Collateral located in warehouses and for which warehouse receipts are issued, and (iv) taken all such other approvalsactions and obtain all such other agreements as the Administrative Agent may reasonably deem necessary or desirable in respect of any Collateral, opinionsand otherwise complied with the provisions of Section 5.13 of the Credit Agreement. 5.7 Each of the parties hereto shall have executed and delivered this Amendment No. 1 to the Administrative Agent. 5.8 The Administrative Agent shall have received satisfactory evidence of the increase in principal amount of the Senior Subordinated Debt, or the proceeds of which shall be applied by the Borrower to finance, in part, the Doubleday Acquisition, together with such amendments of the Senior Subordinated Debt Documents (which may include the Letter Agreement, the Intercreditor Agreement, the Senior Subordinated Security Agreement, and the 9% Convertible Senior Subordinated Promissory Notes) and such other agreements and documents as either may be necessary to reflect such increase, each of which shall be reasonably satisfactory to the Administrative Agent in all respects. 5.9 The Administrative Agent shall have received a favorable written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower and Guarantors, and of such other counsel as the Administrative Agent may require, as to such matters relating to the transactions contemplated by this Amendment No. 1 (including the Doubleday Acquisition), the New Notes and the Collateral Documents executed by each of the New Guarantors in form and substance as the Lender Parties may reasonably request. 5.10 All proceedings in connection with the transactions contemplated by this Amendment No. 1 including the Doubleday Acquisition, and all documents incidental thereto shall be reasonably satisfactory to the Administrative Agent, the Lender Parties and their respective counsel, and each such Person shall have received all such information and such counterpart originals or certified copies of documents as may have been reasonably requested.

Conditions. (a) The issuance, amendment or extension of any Facility Letter of Credit is Underwriters’ obligations hereunder shall be subject to the satisfaction in full accuracy of the representations and warranties of the Corporation contained in this Agreement as of the date of this Agreement and as of the Closing Date, the performance by the Corporation of its obligations under this Agreement, and the Underwriters receiving the following conditions on at the Issuance DateClosing Time: (i) a certificate or certificates dated as of the Borrower shall have delivered Closing Date, addressed to the Issuer at such times Underwriters and in such manner as signed by each of the Issuer may reasonably prescribe a Reimbursement Agreement Chief Executive Officer and Chief Financial Officer of the Corporation or such other officers of the Corporation acceptable to the Underwriters, with respect to the articles of incorporation or other constating documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms by-laws of the Reimbursement Corporation, the resolutions of the board of directors of the Corporation authorizing this Agreement, the terms Debenture Indenture and the Offering, the incumbency and specimen signatures of this Agreement shall controlsigning officers of the Corporation and with respect to such other matters as the Underwriters may reasonably request; (ii) a certificate or certificates dated as of the Issuance Date no orderClosing Date, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable addressed to the Issuer Underwriters and no directive from any governmental authority signed by each of the Chief Executive Officer and Chief Financial Officer of the Corporation or such other officers of the Corporation acceptable to the Underwriters, certifying for and on behalf of the Corporation and not in their personal capacity that to the best of their knowledge, information and belief: (A) the Corporation has complied with jurisdiction over and satisfied in all material respects all covenants, terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of CreditClosing Time; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (aB) the representations and warranties of the Corporation contained in Article IV of this Agreement are correct in all material respects on true and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time (and, with respect to the representations and warranties contemplated by subsection 5(b), as if the Prospectus was delivered to the Underwriters at the Closing Time); (C) the responses provided by the Corporation at the due diligence sessions held in connection with the filing of the Preliminary Prospectus and the Prospectus would not be materially different at the Closing Time, as if made at such earlier datetime; (D) no event of a nature referred to in paragraph 12(a)(i), (ii), or (iii) (without regard for this purpose, to the opinion of an Underwriter as provided therein) has occurred or to the knowledge of such officer is pending, contemplated or threatened; and (bE) No Default such other matters as the Underwriters may reasonably request; (iii) a favourable legal opinion dated as of the Closing Date, in form and substance satisfactory to counsel to the Underwriters, acting reasonably, addressed to the Purchasers, the Underwriters and their counsel from counsel to the Corporation, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP or Event other counsel acceptable to the Underwriters, as to certain matters governed by the laws of Default has occurred Canada and is continuing or would result from the issuance, amendment or extension of such Facility Letter of CreditQualifying Jurisdictions; (iv) evidence satisfactory to the Issuer Underwriters, acting reasonably, that the TSX has conditionally approved the listing of the Offered Debentures and the Agent Common Shares issuable upon conversion or redemption or at maturity of the Offered Debentures on the TSX, subject to compliance with all requirements of the TSX; (v) the Underwriters’ Fee payable at the Closing Time as set forth in Section 2; (vi) evidence satisfactory to the Underwriters, acting reasonably, that the Corporation has obtained a Final Passport System Decision Document for the Prospectus; (vii) a comfort letter from the Auditors dated the Closing Date and addressed to the Underwriters, in form and substance satisfactory to the Underwriters, bringing the information contained in the comfort letters referred to in paragraph 4(d)(xiv) hereof forward to the Closing Date, provided that such comfort letter shall be based on a review by the Auditors having a cut-off date not more than two Business Days prior to the Closing Date; and (viii) a fully executed copy of the Debenture Indenture. (b) The Corporation agrees with the Underwriters to use its best efforts to procure satisfaction of the conditions contained in this Section 10 by the times and dates stated herein. Any condition may be waived, in whole or in part, and the time of satisfaction of any condition may be extended, by the Underwriters (acting in their absolute discretion and without any obligation to make any such waiver or extension) by written notice to the Corporation. (c) If any condition is not satisfied in all respects or waived by the Underwriters or becomes incapable of being satisfied (and is not so waived) by the Closing Time or such later time as the Underwriters may agree, then the obligations of the Corporation and the Underwriters, as applicable, under this Agreement and of the Corporation shall cease and terminate and no party shall have received such other approvalsany claim against the others for costs, opinionsdamages, compensation or documents as either may reasonably requestotherwise except: (i) in respect of any prior breach by any party of the terms of this Agreement; (ii) the provisions of Sections 1, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 shall remain in full force and effect; and (iii) the Corporation shall pay to the Underwriters the costs, charges and expenses referred to in Section 16.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Amendment is subject to the satisfaction in full of the following conditions (the date on which all such conditions are satisfied and/or waived, the Issuance “Amendment Effective Date:”): 2.1. the Administrative Agent (ior its counsel) shall have received a duly executed and delivered counterpart of this Amendment signed by each Borrower and each other Loan Party party hereto; 2.2. this Amendment shall have been executed and delivered by the Borrower Administrative Agent and Lenders constituting the Required Lenders; 2.3. the Borrowers shall have delivered to the Issuer at Administrative Agent (i) a true, complete and correct executed copy of an agreement effecting the purchase by DMP (as defined in Section 1.1(b) above), directly or indirectly, of all of the issued and outstanding Equity Interests in the General Partner (such times transaction, the “Change of Control Transaction”), and in such manner as (ii) evidence reasonably satisfactory to the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may Administrative Agent that the Change of Control Transaction will, concurrently with the effectiveness hereof, be reasonably required consummated pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlagreement; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) 2.4. the representations and warranties contained in Article IV of this Agreement are Section 3 hereof and in the Loan Documents shall be true and correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date (except to the extent that any such representation or warranty that is stated qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to such qualification) in all respects, and except to the extent that such representations or warranties expressly relate solely to an earlier date, in which case such representation or warranty is shall be true and correct in all material respects as of such earlier date; and); (b) No 2.5. at the time of and immediately after giving effect to the effectiveness of this Amendment, no Default or Event of Default has shall have occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Creditbe continuing; (iv) 2.6. if either Borrower is a “legal entity customer”, as defined in the Issuer and Beneficial Ownership Regulation, the Agent Borrower shall have furnished a Beneficial Ownership Certification in form and substance reasonably satisfactory to the Amendment Arranger (as defined below); 2.7. the Borrowers shall have paid to Citizens, as lead arranger of the amendments contemplated hereby (the “Amendment Arranger”), and each of the Lenders executing this Amendment on or prior to the Amendment Effective Date, such arrangement and consent fees as Citizens and such Lenders shall have agreed with the Borrowers; and 2.8. the Borrowers shall have paid all reasonable and documented out-of-pocket legal fees and expenses of the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment, and for which it has received such other approvals, opinions, or documents as either may reasonably requestinvoices at least one (1) Business Day prior to the date Amendment Effective Date.

Conditions. (1) The issuance, amendment or extension inaccuracy of any Facility Letter of Credit is subject the representations and warranties of the Corporation herein contained, the non-fulfillment of or non-compliance with the covenants of the Corporation herein contained or any breach or failure to comply with any of the conditions set out below shall entitle the Agents, in their sole discretion, to terminate their obligations under this Agreement, and to terminate, on behalf of subscribers, their obligations to purchase Offered Shares, by written notice to that effect given by the Agents to the satisfaction Corporation at or prior to the Closing Date. At the Closing Time: (a) the Agents shall have received a certificate in full form and substance satisfactory to the Agents addressed to the Agents and the Agents' counsel dated the Closing Date signed by each of the following conditions Chief Executive Officer and the Chief Financial Officer or such other officers of the Corporation acceptable to the Agents, certifying for and on behalf of the Issuance DateCorporation, to the best of the knowledge, information and belief of the persons so signing, after having made due enquiry, that: (i) after having carefully examined the Borrower shall have delivered Prospectus and, since the respective dates as of which information is given in the Prospectus, the Corporation has not (A) incurred any material liabilities (absolute, accrued, contingent or otherwise); or (B) entered into any transaction not in the ordinary course of business or non-arm's length; and (C) there has been no material change in the assets, financial position, business or results of operations of the Corporation; and (D) to the Issuer at such times best of their knowledge and in such manner as information, there has occurred no event and exists no state of facts that, under the Issuer may reasonably prescribe a Reimbursement Agreement Canadian Securities Laws and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, is required to be set forth in an amendment to the terms of this Agreement shall controlProspectus that has not been so set forth; (ii) the representations and warranties of the Corporation contained in this Agreement are true and correct as of the Issuance Date Closing Time with the same effect as though such representations and warranties had been made at and as of such time; (iii) the Corporation has complied with and satisfied in all material respects all of the terms, covenants and conditions of this Agreement on the Corporation's part to be complied with at or prior to the Closing Time; (iv) no order, judgment ruling or decree determination having the effect of ceasing the trading or suspending the sale of the Offered Shares or any other securities of the Corporation has been issued and no proceedings for such purpose have been instituted or are pending or, to the knowledge of each such officers, contemplated or threatened; and (v) such other matters as the Agents may reasonably request; (b) The Agents shall have received a favourable legal opinion from Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Corporation addressed to the Agents and their counsel dated the Closing Date and in form and substance satisfactory to the Agents and their counsel with respect to such matters as the Agents may reasonably request relating to the distribution of the Offered Shares and the Compensation Options, including but not limited to that: (i) each of the Corporation and INM is a corporation validly existing under the laws of jurisdiction of incorporation; (ii) each of the Corporation and INM has all requisite corporate power and authority to carry on its business as now conducted, lease and operate its property and assets and to, in the case of the Corporation, execute, deliver and perform its obligations under this Agreement, and to issue the Offered Shares and the Compensation Options as contemplated herein; (iii) no consent, approval, permit, authorization or order of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing stock exchange is required by the Facility Letter Corporation for the execution and delivery of Credit and the performance by the Corporation of its obligations under this Agreement, including, without limitation, the offering and issuance of the Offered Shares and the Compensation Options; (iv) the authorized capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of preference shares of which, immediately prior to the Closing Time, 13,145,896 Common Shares (and no lawmore) are validly issued and outstanding as fully paid and non-assessable; (v) the authorized capital of INM consists of an unlimited number of common shares and an unlimited number of special shares of which, immediately prior to the Closing Time, 20,000 common shares (and no more) are validly issued and outstanding as fully paid and non-assessable; (vi) the execution and delivery of this Agreement by the Corporation and the performance by the Corporation of any of its obligations hereunder (including, without limitation the issuance, sale and delivery of the Offered Shares at the Closing Time and the issuance and delivery of the Compensation Options) and thereunder does not and will not result in a breach of and will not create a state of facts that, after notice or lapse of time or both, will result in a breach of, and do not and will not conflict with: (i) any statute, rule or regulation applicable to the Issuer and no directive from Corporation; or (ii) any governmental authority with jurisdiction over of the Issuer shall prohibit such Issuer from issuing Letters terms, conditions or provisions of Credit generally the constating documents or from issuing that Facility Letter by-laws of Creditthe Corporation, or any resolution passed or consented to by the directors or shareholders of the Corporation; (iiivii) this Agreement has been duly authorized by all necessary corporate action on the part of the Corporation, has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against it in accordance with its terms, subject only to the effect of any applicable bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforcement of creditors' rights, the effect of general principles of equity and the qualification that rights of indemnity and contribution and waiver of contribution may be limited by applicable law; (viii) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus, the Prospectus and any Supplementary Material and the filing thereof with the Regulatory Authorities in each of the Qualifying Provinces; (ix) all necessary corporate action has been taken by the Corporation to authorize the issuance of the Offered Shares and the Offered Shares will, when issued, be outstanding as fully paid and non-assessable shares; (x) the following statements shall attributes of the Offered Shares and the Compensation Options are consistent in all material respects with the descriptions in the Prospectus; (xi) all necessary documents have been filed, proceedings taken and approvals, consents, authorizations and permits obtained from the Regulatory Authorities in each of the Qualifying Provinces to qualify the Offered Shares for sale to the public in each of the Qualifying Provinces through registrants registered under the applicable legislation in such Qualifying Provinces who have complied with the relevant provisions of applicable laws; (xii) the Offered Shares and the Compensation Shares have been conditionally listed for trading on the Exchange; (xiii) the Compensation Shares to be trueissued upon the exercise of the Compensation Options have been allotted and reserved for issuance to the holders of the Compensation Options, and such Compensation Shares will, when issued upon exercise of the Agent Compensation Options in accordance with the terms of the Compensation Options, be validly issued and, fully paid and non-assessable shares; (xiv) the Corporation is a reporting issuer and not in default in the Provinces of Ontario, British Columbia and Alberta; (xv) the form and terms of the share certificate representing the Corporation's Common Shares have been approved and adopted by the directors of the Corporation and comply with applicable law and Exchange requirements relating thereto; (xvi) Montreal Trust Company of Canada at its principal office in Calgary, Alberta has been duly appointed the transfer agent and registrar for the Common Shares of the Corporation; (xvii) as to all other legal matters as may reasonably be requested by counsel to the Agents relating to distribution of the Offered Shares and the Compensation Options; and (xviii) in providing such Issuer opinion, such counsel may rely on the opinions of local counsel acceptable to counsel to the Agents, as to qualifications for distribution of the Offered Shares and the Compensation Options and as to other matters governed by the laws of other jurisdictions other than the jurisdictions in which they are qualified to practise and, may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of public officials and of the auditors and the officers of the Corporation; (c) The Agents shall have received a certificatecertificate in form and substance satisfactory to the Agents addressed to the Agents and the Agents' counsel dated the Closing Date signed by two directors or officers of INM certifying that to the best of their knowledge, substantially the disclosure with respect to INM included in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty Prospectus is correct in all material respects respects; (2) The Agents and their counsel shall have received long-form comfort letters dated the date of Closing Date from the corporation's auditors, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and from INM's auditors, Ernst & Young LLP, addressed to the Agents and the board of directors of the Corporation and INM respectively, in form and substance satisfactory to the Agents, which shall confirm in all material respects, as of the Closing Date (or for matters involving changes or developments, and procedures in that regard, since the respective dates as of which the financial and accounting information and other numerical information is given in the Prospectus, as of a date not more than two Business Days prior to the Closing Date), the conclusions and findings of such earlier datefirm with respect to the financial and accounting numerical information and the other matters covered by its letter referred to in Section 8(1)(c) and Section 8(1)(d) respectively and any similar letters by such firms pursuant to Section 8(3); (3) The Corporation shall have made or caused to be made the necessary filings with, and shall have obtained or caused to be obtained the necessary approvals and consents of, the Exchange and the Regulatory Authorities required to be made or obtained by the Corporation prior to the Closing Date as herein contemplated; (4) The Agents shall have received a certificate of good standing or the equivalent regarding the corporate status for each of the Corporation and INM from their respective jurisdiction of incorporation; and (b5) No Default or Event of Default has occurred and is continuing or would result from the issuanceSuch other certificates, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvalsstatutory declarations, agreements, opinions, or documents comfort letters and materials, in form and substance satisfactory to the Agents, as either the Agents may reasonably request, including, without limitation such as may be required as a basis for the opinions referred to Section 12(1)(b), shall have been delivered.

Conditions. The issuance, amendment or extension This Amendment shall become effective as of any Facility Letter of Credit is subject to the satisfaction in full date upon which all of the following conditions are satisfied (the "Effective Date"): (a) Holder, the Subsidiary Guarantor and the Issuer shall have executed and delivered an amendment to the Indenture in the form attached hereto as Exhibit A (the "Indenture Amendment"), and such Indenture Amendment shall be in full force and effect. (b) Holder shall have received duly executed Securities from the Company in an aggregate principal amount of $30.0 million, in the form attached hereto as Exhibit B, for the account of Holder and dated on or before the Effective Date (the "Replacement Notes"). (c) The representations and warranties of each of the Issuer and the Subsidiary Guarantor set forth in Section 2 above shall be true and correct as of the Effective Date and each of the Issuer and the Subsidiary Guarantor shall have complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or prior to the Effective Date. (d) Holder shall have received on the Issuance Effective Date a certificate, dated the Effective Date and signed by an officer of the Issuer, to the effect that the representations and warranties of the Issuer and the Subsidiary Guarantor contained in this Amendment are true and correct as of the Effective Date and that each of the Issuer and the Subsidiary Guarantor has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Effective Date. The Issuer's officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (e) Holder shall have received on or before the Effective Date the following documents: (i) counterparts hereof signed by each of the Borrower shall have delivered to parties listed on the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, howeversignature pages hereof (or, in the event case of any conflict between the terms party as to which an executed counterpart shall not have been received, receipt by Holder in form satisfactory to it of this Agreement and the terms telegraphic, telex or other written confirmation from such party of the Reimbursement Agreement, the terms execution of this Agreement shall controla counterpart hereof by such party); (ii) as copies of the Issuance Date no ordercertificate of incorporation or articles of incorporation, judgment or decree as applicable, of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter each of Credit and no law, rule or regulation applicable to the Issuer and no directive from any the Subsidiary Guarantor and certified to be true and complete as of a recent date by the appropriate governmental authority with jurisdiction over of the Issuer shall prohibit such Issuer from issuing Letters state of Credit generally or from issuing that Facility Letter of Creditits incorporation; (iii) copies of the following statements shall be truebylaws or code of regulations, as applicable, of each of the Issuer and the Agent and such Issuer shall have received a certificateSubsidiary Guarantor, substantially in the form of the certificate attached hereto as Exhibit D, signed certified by a duly authorized an officer of the Borrower dated Issuer or the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and Subsidiary Guarantor, as applicable, as of such Issuance the Effective Date as though made on to be true and correct and in full force and effect as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of CreditEffective Date; (iv) copies of resolutions of the board of directors of each of the Issuer and the Agent Subsidiary Guarantor approving and adopting this Amendment, the Indenture Amendment, the Replacement Notes, the transactions contemplated therein and authorizing execution and delivery thereof, certified by an officer of the Issuer or the Subsidiary Guarantor, as applicable, as of the Effective Date to be true and correct and in full force and effect as of the Effective Date; (v) copies of (A) certificates of good standing, existence or its equivalent with respect to each of the Issuer and the Subsidiary Guarantor certified as of a recent date by the appropriate governmental authorities of the state of its incorporation; (vi) an incumbency certificate of each of the Issuer and the Subsidiary Guarantor certified by a secretary or assistant secretary of each such entity to be true and correct as of the Effective Date; and (vii) all documents that Holder may reasonably request relating to the existence of the Issuer and the Subsidiary Guarantor, the corporate authority for and the validity of this Agreement, the Indenture Amendment, the Replacement Notes, and any other matters relevant hereto, all in form and substance satisfactory to Holder in its sole good faith discretion. (f) Holder shall have determined in its sole discretion that the terms of the Indenture Amendment and the Replacement Notes satisfy the criteria for a Qualifying Collateral Debt Asset as defined under the CVC Capital Indenture. (g) Holder shall have received payment in full in immediately available funds of all reasonable expenses (including attorney's fees) incurred in connection with the negotiation and execution of this Amendment and all other documents, instruments and agreements executed and/or delivered in connection herewith. (h) Holder shall have received such other approvals, opinions, documents and certificates as are reasonably requested by Holder or documents as either may reasonably requestits counsel.

Conditions. The issuance, amendment or extension Such Incremental Term Loan Commitments and Incremental Revolving Loan Commitments shall become effective as of any Facility Letter of Credit is subject to the satisfaction in full of the following conditions on the Issuance such Increase Effective Date; provided that: (i) subject to Section 1.06, and (solely in the Borrower case of any Incremental Facility (other than any Revolving Commitment Increase) incurred in connection with a Limited Condition Transaction, Permitted Acquisition or other Investment) unless (other than in the case of an Event of Default under Section 8.01(a), (b), (g) or (h)) waived by the lenders in respect of such Incremental Facility, no Event of Default (or, in the case of an Incremental Facility (other than a Revolving Commitment Increase) the proceeds of which will be used for a Permitted Acquisition or other Investment, no Event of Default under Section 8.01(a), (b), (g) or (h)) shall have delivered to occurred and be continuing at the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant time of funding or immediately after giving effect thereto; provided that any Limited Condition Transaction remains subject to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlSection 1.06 hereof; (ii) as the proceeds of the Issuance Date no orderIncremental Term Loans and/or Incremental Revolving Loans may be used for working capital needs and other general corporate purposes (including Capital Expenditures, judgment or decree acquisitions and other Investments, working capital and/or purchase price adjustments, Dividends, prepayments of Indebtedness (including Restricted Debt Payments) and related fees and expenses) and for any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing other purpose not prohibited by the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of CreditLoan Documents; (iii) the following statements Borrower shall deliver or cause to be delivered any customary amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Term Loan Lender or Incremental Revolving Loan Lender in connection with any such transaction; (iv) any such Incremental Term Loans shall be truein an aggregate amount of at least $5,000,000 and integral multiples of $1,000,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when the Borrower uses all of the Incremental Term Loan Commitments available at such time); (v) any Incremental Facilities may be (A) secured on a pari passu basis with the Term Loans, (B) secured on a junior basis to the Term Loans, (C) unsecured or (D) secured on non-Collateral and, in the case of clauses (B) (C), and (D) shall be established as a separate facility from the then existing Term Loans or Revolving Loans, as applicable; provided that with respect to any such separate facility to the extent secured by Collateral and in an amount in excess of the greater of $31,350,000 and 27.5% of Consolidated EBITDA, (x) if secured by the Collateral, a Senior Representative validly acting on behalf of the holders of such Incremental Facility shall have become party to an Other Intercreditor Agreement and/or the First Lien/Second Lien Intercreditor Agreement, as applicable (provided, that, in each case, no acknowledgement or counter signature by the Administrative Agent or Collateral Agent shall be required to comply with the requirements of this Section 2.20(b)(v)) or (y) if payment subordinated, shall be subject to a subordination agreement on terms that are reasonably acceptable to the Administrative Agent and the Borrower (provided, that, in each case, no acknowledgement or counter signature by the clause (v)); provided, further, that any Incremental Facility, except to the extent not exceeding the Non-Credit Party Cap, shall (x) have a borrower other than the Borrower or a Guarantor or (y) be guaranteed by any Person unless such Issuer Person is a Guarantor which shall have received a certificatepreviously or substantially concurrently Guaranteed the Obligations; and (vi) solely if and to the extent required by the lenders providing the applicable Incremental Facility, substantially in subject to customary “SunGard” limitations (to the form extent agreed to by the lenders providing the applicable Incremental Facility and to the extent the proceeds of the certificate attached hereto as Exhibit Dapplicable Incremental Facility are being used to finance a Permitted Acquisition or other Investment or in connection with any Limited Condition Transaction with respect to any Revolving Commitment Increase, signed such limitations shall include a limitation to the Specified Representations and such limitations shall be deemed consented to by a duly authorized officer the Revolving Lenders), each of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained made by any Credit Party set forth in Article IV of this Agreement are III hereof or in any other Loan Document 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) on and as of the date of such Issuance Date credit extension (or, if incurred in connection with a Limited Condition Transaction, the LCT Test Date) with the same effect as though made on and as of such Issuance Date date, except to the extent that any such representation or warranty is stated to representations and warranties expressly relate solely to an earlier date, in which case such representation or warranty is representations and warranties 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) as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as either may reasonably request.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Amendment is subject to the satisfaction in full of the following conditions on precedent, unless specifically waived by Agent: (a) Agent shall have received the Issuance Datefollowing documents, each in form and substance satisfactory to Agent: (i) This Amendment, duly executed by Borrowers, together with the Borrower shall have delivered to Consent and Ratification (the Issuer at such times and in such manner as "Ratification") hereto, duly executed by the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlGuarantors; (ii) as of the Issuance Date no orderThe Reimbursement Agreement, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit;duly executed by Borrowers; and (iii) Company General Certificates dated as of the following statements shall be truedate of this Amendment, in form and substance satisfactory to Agent, certified by the Secretary of the Borrowers and the Guarantors certifying among other things, that the Borrowers' and Guarantors' Board of Directors have met and have adopted, approved, consented to and ratified resolutions which authorize the execution, delivery and performance by Borrowers of this Amendment, and the Agent and such Issuer shall have received a certificate, substantially in the form Guarantors of the certificate attached hereto Ratification, and each other document, instrument and agreement executed in connection with or relating to the Agreement, this Amendment or the Ratification (hereinafter individually referred to as Exhibit D, signed by a duly authorized officer of "Loan Document" and collectively referred to as the Borrower dated the Issuance Date stating that:"Loan Documents"); (ab) the The representations and warranties contained herein, in Article IV of this Agreement are the Agreement, as amended hereby, and/or in each other Loan Document shall be true and correct in all material respects on and as of such Issuance Date the date hereof, as though if made on the date hereof; (c) No Event of Default shall have occurred and as be continuing and no Default shall exist, unless such Event of such Issuance Date except to the extent that any such representation Default or warranty is stated to relate solely to an earlier date, Default has been specifically waived in which case such representation or warranty is correct in all material respects as of such earlier datewriting by Agent; and (bd) No Default or Event of Default has occurred All corporate proceedings taken in connection with the transactions contemplated by this Amendment and is continuing or would result from the issuanceall documents, amendment or extension of such Facility Letter of Credit; (iv) the Issuer instruments and the Agent other legal matters incident thereto, shall have received such other approvals, opinions, or documents as either may reasonably requestbe satisfactory to Agent.

Conditions. 6.1 Conditions to the Obligation of Newco and the Funds to Effect the Transactions Described in Section 1.2 . The issuance, amendment or extension obligations of any Facility Letter of Credit is Newco and the Funds to consummate the Transactions are subject to the satisfaction in full (or waiver by such party, if permissible under applicable Law) of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatconditions: (a) no Governmental Entity having jurisdiction over Newco or any of the Funds shall have issued an order, decree or ruling or taken any other material action enjoining or otherwise prohibiting consummation of the Transactions substantially on the terms contemplated by this Agreement; (b) there shall be no order, decree, ruling or other circumstance taken, pending or threatened which could reasonably be expected to prevent consummation of the merger contemplated by Section 1.3 of the Merger Agreement (without waiver of any conditions thereto); and (c) the Investment Manager shall be registered as an investment manager under the Advisers Act. 6.2 Conditions to the Obligations of the Funds . The obligations of the Funds to consummate the transactions described in Section 1.2 are subject to the satisfaction (or waiver by a majority in interest of the Funds) of the following further conditions: (a) each of the representations and warranties contained in Article IV of this Agreement are correct in all material respects on Newco shall be true and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of the Closing Date as if made on and as of the Closing Date (unless any such earlier date; andrepresentation or warranty addresses matters only as of a particular date or with respect to a specific period in which event such representation or warranty shall be so true and correct in all material respects only as of such particular date or with respect to such specific period); (b) No Default Newco shall have performed in all material respects its obligations hereunder required to be performed by it at or Event of Default has occurred and is continuing or would result from prior to the issuance, amendment or extension of such Facility Letter of CreditClosing; (ivc) the Issuer and the Agent Funds shall have received a certificate signed by an authorized representative of Newco, dated as of the Closing Date, to the effect that, to the knowledge of such officer, the conditions in Section 6.2(a) and Section 6.2(b) have been satisfied; (d) all of the conditions in Article 5 of the Merger Agreement (other approvalsthan conditions that, opinionsby their terms, or documents as either may reasonably requestare to be satisfied by performance at the Closing provided for in the Merger Agreement) shall have been satisfied; (e) Newco and the Investment Manager shall have entered into the New Management Agreement and the Administration Agreement; (f) Newco shall have executed and delivered the Registration Rights Agreement.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to the satisfaction in full Incremental Commitments shall become effective as of the following conditions on date determined by the Issuance applicable Borrower and the Administrative Agent to be the effective date (each such date, an “Increase Effective Date”); provided that: (i) the Borrower no Default or Event of Default shall have delivered occurred and be continuing or would result from the borrowings to be made on the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, Increase Effective Date; provided that in the event case of any conflict between a Limited Condition Transaction, no Default or Event of Default under Section 8.01(a) or Section 8.01(f) shall have occurred and be continuing or would result from the terms of this Agreement and borrowings to be made on the terms of the Reimbursement Agreement, the terms of this Agreement shall controlIncrease Effective Date; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement V and the other Loan Documents are true and correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date the Increase Effective Date, except to the extent that any such representation or warranty is stated to relate solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; andprovided that in the case of a Limited Condition Transaction, the relevant Lenders may agree that only customary “specified representations” shall be required to be true and correct in all material respects on and as of the Increase Effective Date. (iii) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in pro forma compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which financial statements have been or are required to be furnished pursuant to subsection (a) or (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit;Section 6.01; and (iv) the Issuer applicable Borrower shall deliver or cause to be delivered officer’s certificates and legal opinions of the Agent shall have received such other approvalstype delivered on the Original Closing Date to the extent reasonably requested by, opinionsand in form and substance reasonably satisfactory to, or documents as either may reasonably requestthe Administrative Agent.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter Article 2 of Credit this Amendment is subject to the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatprecedent: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the authorization of this Amendment in form and substance satisfactory to the Administrative Agent and its counsel; (c) The Administrative Agent shall have received such additional documentation and information as the Administrative Agent or its legal counsel may request; (d) The representations and warranties contained of each Loan Party set forth herein and in Article IV of this Agreement are all other Loan Documents shall be true and correct in all material respects or, in the case of such representations and warranties which are subject to a materiality or Material Adverse Effect qualifier, such representations and warranties shall be true and correct in all respects, in each case on and as of such Issuance Date as though made on and as of such Issuance Date the date hereof, except to the extent that such representations and warranties specifically relate to any such representation or warranty is stated to relate solely to an earlier date, date in which case such representation or warranty is representations and warranties shall have been true and correct in all material respects as of such earlier date, or, in the case of such representations and warranties which are subject to a materiality or Material Adverse Effect qualifier, such representations and warranties shall be true and correct in all respects as of such earlier date; (e) No Default shall exist; (f) The Administrative Agent shall have received all fees and other amounts due and payable pursuant to this Amendment, the Agreement or any other Loan Document on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder, under the Agreement or under any other Loan Document; and (bg) No Default or Event of Default has occurred All proceedings taken in connection with the transactions contemplated by this Amendment and is continuing or would result from all documentation and other legal matters incident thereto shall be satisfactory to the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer Administrative Agent and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestits legal counsel.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Amendment is subject to the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times terms and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatconditions: (a) the representations Agents shall have received the following documents in form and warranties contained in Article IV substance satisfactory to the Agents and their legal advisers: (i) copies, certified as true and complete by an officer of each of the Subject Companies, of the resolutions of the Management Committee of such Subject Company evidencing approval of this Agreement are correct in all material respects Amendment and authorizing an appropriate officer or officers or attorney-in-fact or attorneys-in-fact to execute the same on and as behalf of such Issuance Date as though made on and as Subject Company, or other evidence of such Issuance Date except approvals and authorizations as shall be acceptable to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; andAgents and their legal advisers; (bii) No Default copies, certified as true and complete by an officer of the Subject Companies or Event other party acceptable to the Agents and their legal advisers, of Default has occurred all documents evidencing any other necessary action (including actions by such parties thereto other than such Subject Company as may be required by the Agents), approvals or consents with respect to this Amendment; (iii) copies, certified as true and is continuing complete by an officer of each of the respective Subject Company of the certificate of formation of and operating agreement (or would result from the issuance, amendment or extension of such Facility Letter of Creditequivalent instruments) thereof; (iv) certificate of the Issuer Secretary of the Borrower certifying that it legally and beneficially owns, directly or indirectly, all of the issued and outstanding membership interests of each of the other Subject Companies and that such membership interests are free and clear of any liens, claims, pledges or other encumbrances whatsoever; (v) certificate of the Secretary of each Subject Company (other than the Borrower) certifying as to the record ownership of all of its issued and outstanding membership interests or a certificate certifying that there have been no changes in the constitutional documents of such Subject Company; (vi) an incumbency certificate of each Subject Company; (vii) certificates of the jurisdiction of formation of each Subject Company as to the good standing thereof; (viii) legal opinions addressed to the Agents from (i) Gardere ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, L.L.P., counsel for the Subject Companies, and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., special counsel to the Agents, in each case in such form as the Arrangers may require, as well as such other legal opinions as the Arrangers shall have required as to all or any matters under the laws of the United States of America, the State of Delaware, the State of New York, the State of Texas and the Republic of Panama covering the representations and conditions which are the subjects of Sections 2 and 4.1 of the Credit Agreement. (b) The Borrower shall have executed an amended and restated promissory note to the order of the Administrative Agent evidencing the increased amount of the Credit Facility; (c) Each Guarantor shall have executed the Consent and Reaffirmation Agreement annexed hereto and an amendment to the first preferred naval Panamanian mortgages on Unit owned thereby substantially in the form of Exhibit B hereto and such Amendment shall have been duly provisionally registered in accordance with Panamanian law; and (d) The Administrative Agent shall have received evidence satisfactory to the Arrangers and to their legal advisor that, save for the liens created by the Mortgages and the Assignments, there are no liens, charges or encumberances of any kind whatsoever on any of the Units or on their respective earnings except as permitted hereby or by any of the Security Documents; and (e) The Borrower shall have paid to the Agents a fee equal to .50% of the Additional Credit Facility, such other approvals, opinions, or documents as either may reasonably requestfee to be divided evenly between the Agents and payable upon signing of this Amendment.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to This Amendment shall become effective on the satisfaction in full of date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the Issuance “Amendment Effective Date:”): (ia) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the The Administrative Agent and such Issuer shall have received a certificatecounterpart of this Amendment, substantially in executed and delivered by the form of Credit Parties, the certificate attached hereto as Exhibit D, signed by a duly authorized officer of Administrative Agent and the Borrower dated the Issuance Date stating that:Required Lenders. (ab) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent and the Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties contained made by the Credit Parties in Article IV of this or pursuant to the Credit Agreement are or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of such Issuance the Amendment Effective Date as though if made on and as of such Issuance Date date except to the extent that any for such representation or warranty is representations and warranties expressly stated to relate solely to be made as of an earlier date, date (in which case such representation or warranty is representations and warranties shall be true and correct in all material respects as of such earlier date; and). (bd) No Default or Event of Default has occurred and is continuing or would result from shall exist on the issuance, amendment or extension of such Facility Letter of Credit;Amendment Effective Date. (ive) the Issuer and the The Administrative Agent shall have received such other approvalsan officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, opinions, or documents certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as either may reasonably requestof the Amendment Effective Date.

Conditions. The issuanceNotwithstanding any other provision of this Amendment, amendment or extension of any Facility Letter of Credit is subject this Amendment shall not become effective unless and until: a. It has been executed and delivered by all parties to the satisfaction in full Credit Agreement as amended hereby; b. The First Amendment to Amended and Restated Security Agreement, to be dated as of the following conditions on date hereof (the Issuance Date:“Security Agreement Amendment”), shall have been executed and delivered by the Company, in form and substance satisfactory to the Lender; c. The Lender shall have received certificates as of a recent date of the good standing (or comparable standing) of the Company under the laws of its jurisdiction of organization; d. The Lender shall have received a certificate of an appropriate officer of the Company certifying as to the incumbency and genuineness of the signature of each officer of the Company executing this Amendment and the Security Agreement Amendment and certifying that attached thereto is a true, correct and complete copy of (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter articles of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms incorporation of the Reimbursement AgreementCompany and all amendments thereto, certified as of a recent date by the terms Wisconsin Department of this Agreement shall control; Financial Institutions, (ii) as the bylaws of the Issuance Date no orderCompany all amendments thereto, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, resolutions duly adopted by the board of directors of the Company authorizing the borrowings contemplated hereunder and the Agent execution, delivery and such Issuer performance of this Amendment and the Security Agreement Amendment; e. The Lender shall have received a certificate, substantially (i) searches of UCC filings in the form jurisdiction of incorporation of the certificate attached hereto as Exhibit DCompany, signed by a duly authorized officer copies of the Borrower dated the Issuance Date stating that: financing statements on file in such jurisdiction and evidence that no Liens exist other than Permitted Liens and (aii) the representations tax lien and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier datejudgment searches; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent f. The Company shall have received delivered such other approvals, opinions, or corporate documents as either Lender or its counsel may reasonably request, in form and substance satisfactory to the Lender.

Conditions. (a) The issuance, amendment or extension obligations of the Investment Entity to exchange Sunoco Debt for Shares and cash at the First Exchange Closing and any Facility Letter of Credit is Optional Closing shall be subject to the satisfaction in full (or waiver) of the following conditions on the Issuance Dateconditions: (i) the Borrower Sunoco shall have delivered furnished to the Issuer at such times Investment Entity opinions of (A) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, special counsel to Sunoco and in such manner as (B) Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special Pennsylvania counsel to Sunoco, each dated the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, applicable Closing Date in the event forms of any conflict between the terms of this Agreement Exhibits A-1 and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlA-2 hereto; (ii) as of the Issuance Date no statute, rule, regulation, executive order, judgment decree, temporary restraining order, preliminary or decree permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Federal, state, local or foreign government or any court of any courtcompetent jurisdiction, arbitrator administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or other legal restraint or prohibition shall enjoin be in effect preventing the transactions contemplated to occur at the First Exchange Closing or restrain such Issuer from issuing the Facility Letter of Credit and no lawOptional Exchange Closing, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Creditas applicable; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (aA) the representations and warranties contained of Sunoco in Article IV of this Agreement are shall be true and correct in all material respects on and as of such Issuance the applicable Closing Date, with the same effect as if made on the applicable Closing Date, (B) Sunoco shall have complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the applicable Closing Date and (C) Sunoco shall have furnished to the Investment Entity a certificate of Sunoco in a form reasonably satisfactory to the Investment Entity, signed by a Vice President or Treasurer of Sunoco, in his or her capacity as though made an officer of the Company and not in his or her individual capacity, and dated the applicable Closing Date, to the effect set forth in clauses (A) and (B) above; (iv) (A) the representations and warranties of SunCoke in this Agreement shall be true and correct in all material respects on and as of such Issuance Date except the applicable Closing Date, with the same effect as if made on the applicable Closing Date; (B) SunCoke shall have complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the extent that any applicable Closing Date and (C) SunCoke shall have furnished to the Investment Entity a certificate of SunCoke in a form reasonably satisfactory to the Investment Entity, signed by a Vice President or Treasurer of SunCoke and dated the applicable Closing Date, to the effect set forth in clauses (A) and (B) above; (v) the IRS Ruling shall remain in full force and effect and shall not have been revoked in whole or in part as of the applicable Closing Date, and the facts and representations made by Sunoco pursuant to such representation or warranty is stated private letter ruling (as the same may be supplemented from time to relate solely time prior to an earlier date, in which case such representation or warranty is correct the applicable Closing Date) shall continue to be true in all material respects as of such earlier datethe applicable Closing Date; (vi) the Underwriting Agreement has been duly executed and delivered and shall remain in full force and effect and all of the conditions to the obligations of the Underwriters to purchase and pay for the Shares as set forth in the Underwriting Agreement shall have been satisfied without giving effect to any waiver of conditions or amendments not consented to by the Investment Entity; and (vii) the Separation Transactions contemplated to have occurred as of the applicable Closing Date shall have been completed in accordance with the terms of the Separation and Distribution Agreement and the other Transaction Documents without giving effect to any waiver of conditions or amendments not consented to by the Investment Entity. In the event that any of the conditions set forth in this clause (a) shall not have been fulfilled (or waived by the Investment Entity) on the First Exchange Closing Date, this Agreement may be terminated by the Investment Entity by delivering a written notice of termination to Sunoco and SunCoke. The parties acknowledge and agree that any of their respective rights and/or obligations under the Underwriting Agreement, including Sections 5, 9 and 10 thereof, shall not be affected by any such termination of this Agreement. (b) No Default The obligations of Sunoco to exchange Shares and cash for Sunoco Debt at the First Exchange Closing and any Optional Closing shall be subject to the satisfaction (or Event waiver) of Default has occurred the following conditions: (i) the Investment Entity shall have furnished to Sunoco an opinion of (A) ▇▇▇▇▇▇▇▇▇ ▇▇, special Swiss counsel to the Investment Entity and is continuing (B) ▇▇▇▇▇▇ and Calder, special Cayman Islands counsel to the Investment Entity, each dated the applicable Closing Date in the forms of Exhibits B-1 and B-2 hereto; (ii) (A) the representations and warranties of the Investment Entity in this Agreement shall be true and correct in all material respects on and as of the applicable Closing Date, with the same effect as if made on the applicable Closing Date, (B) the Investment Entity shall have complied with all the agreements and satisfied all the conditions on its part to be performed or would result from satisfied at or prior to the issuanceapplicable Closing Date and (C) the Investment Entity shall have furnished to Sunoco a certificate of the Investment Entity in form reasonably satisfactory to Sunoco, amendment signed by an authorized officer and dated the applicable Closing Date, to the effect set forth in clauses (A) and (B) above; (iii) the IRS Ruling shall remain in full force and effect and shall not have been revoked in whole or extension in part as of such Facility Letter of Creditthe applicable Closing Date; (iv) no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or other legal restraint or prohibition shall be in effect preventing the Issuer and transactions contemplated to occur at the Agent First Exchange Closing or the Optional Exchange Closing, as applicable; (v) the Investment Entity shall have received delivered to Sunoco all IRS forms necessary to establish that Sunoco is not under any obligation to withhold taxes of the Investment Entity with respect to the transactions contemplated by this Agreement; and (vi) all of the conditions to the obligations of the Selling Stockholder to deliver SunCoke Common Stock upon payment therefor on the Closing Date as set forth in the Underwriting Agreement shall have been satisfied. In the event that any of the conditions set forth in this clause (b) shall not have been fulfilled (or waived by Sunoco) on the First Exchange Closing Date, this Agreement may be terminated by Sunoco by delivering a written notice of termination to the Investment Entity and SunCoke. The parties acknowledge and agree that any of their respective rights and/or obligations under the Underwriting Agreement, including Sections 5, 9 and 10 thereof, shall not be affected by any such other approvals, opinions, or documents as either may reasonably requesttermination of this Agreement.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject This First Amendment shall become effective on the date (such date being referred to as the satisfaction in full of “First Amendment Effective Date”) that the following conditions on the Issuance Datehave been satisfied: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the 1. The Administrative Agent and such Issuer shall have received an officer’s certificate from a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized responsible officer of the Borrower dated the Issuance Date stating certifying that: (a) no Default or Event of Default exists as of the First Amendment Effective Date (as defined below), both before and after giving effect to this First Amendment; and (b) all of the representations and warranties contained in Article IV of this the Credit Agreement or other Loan Documents are true and correct in all material respects on the First Amendment Effective Date, both before and as of such Issuance Date after giving effect to this First Amendment, with the same effect as though such representations and warranties had been made on and as of such Issuance Date except to the extent date hereof (it being understood that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is made as of a specific date shall be true and correct in all material respects as of such earlier specific date; and). (bi) No Default All reasonable out-of-pocket fees, costs and expenses owing to the Administrative Agent (including reasonable invoiced costs and expenses of counsel to the Administrative Agent) incurred in connection with the preparation, execution and delivery of this First Amendment shall have been paid in full and (ii) the Administrative Agent shall have received, for the account of each Lender that has validly submitted an executed counterpart to this First Agreement on or Event prior to 5:00 p.m., New York City time, on August 1, 2014 (and has not withdrawn such consent as of Default has occurred and is continuing or would result from the issuanceFirst Amendment Effective Date), amendment or extension a fee equal to 0.05% of the principal amount of such Facility Letter of Credit;Lender’s Commitment (whether used or unused) at such time. (iv) the Issuer and the 3. The Administrative Agent shall have received such other approvalsexecuted signature pages hereto from each of the Borrower, opinions, or documents as either may reasonably requestthe Administrative Agent and the Lenders constituting Required Lenders under the Credit Agreement.

Conditions. The issuance, amendment or extension obligations of any Facility Letter of Credit is subject the Lenders to make Loans hereunder shall not become effective until the satisfaction in full date on which each of the following conditions on the Issuance Date:shall be satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received from each party hereto either (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms counterpart of this Agreement and the terms signed on behalf of the Reimbursement Agreement, the terms of this Agreement shall control; such party or (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable evidence satisfactory to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit Administrative Agent (which may include a facsimile transmission) that such Issuer from issuing Letters party has signed a counterpart of Credit generally or from issuing that Facility Letter of Credit;this Agreement. (iiib) the following statements shall be true, and the The Administrative Agent and such Issuer shall have received a certificatefavorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of (i) Proskauer Rose LLP, substantially New York counsel for the Loan Parties, (ii) Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Acquired Company and California and Pennsylvania counsel to certain of the Loan Parties, (iii) ▇▇▇ ▇▇▇▇▇▇ LLP, Connecticut counsel to certain of the Loan Parties, (iv) ▇▇▇▇▇ Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC, Tennessee counsel to certain of the Loan Parties, (v) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, Indiana counsel to certain of the Loan Parties, (vi) ▇▇▇▇▇▇ & Savage PC, Virginia counsel to certain of the Loan Parties, (vii) ▇▇▇▇▇▇▇▇ ▇▇▇▇ LLP, Ohio counsel to certain of the Loan Parties and (viii) ▇▇▇▇▇▇▇▇▇ Traurig LLP, Nevada counsel to certain of the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent. (d) The representations and warranties of the Loan Parties set forth in the form Loan Documents shall be true and correct (i) in the case of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained qualified as to materiality, in Article IV of this Agreement are correct all respects and (ii) otherwise, in all material respects respects, in each case on and as of such Issuance Date as though made on and as the Effective Date, except in the case of such Issuance Date except to the extent that any such representation or and warranty is stated that expressly relates to relate solely to an earlier a prior date, in which case such representation or and warranty is shall be so true and correct in all material respects on and as of such earlier prior date; and. (be) No Default or Event of Default has shall have occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit;be continuing. (ivf) the Issuer and the The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the chief financial officer of the Company, confirming compliance with the conditions set forth in the first sentence of paragraphs (h) of this Section, in paragraphs (d) and (e) and in the first sentence of paragraph (j) of this Section. (g) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the chief financial officer of the Company, as to the solvency of the Loan Parties on a consolidated basis after giving effect to the Transactions, in form and substance reasonably satisfactory to the Administrative Agent. (h) The Collateral and Guarantee Requirement shall have been satisfied (subject to the penultimate paragraph of this Section). The Administrative Agent shall have received a completed Perfection Certificate, dated the Effective Date and signed by an executive officer or a Financial Officer of each of the Company and the Acquired Company, together with all attachments contemplated thereby, including the results of a search of the UCC (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such other approvals, opinionssearch and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 6.02 or have been, or substantially contemporaneously with the initial funding of Loans on the Effective Date will be, released. (i) The Administrative Agent shall have received evidence that the insurance required by Section 5.08 is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.08. (j) The Acquisition shall have been consummated, or substantially concurrently with the Effective Date shall be consummated, pursuant to and on the terms set forth in the Acquisition Agreement (and the Acquired Company shall have become, or substantially concurrently with the Effective Date shall become, a wholly owned Subsidiary of the Company), and all conditions precedent to the consummation of the Offer (as defined in the Acquisition Agreement as in effect on the original date thereof) and the Merger (as defined in the Acquisition Agreement as in effect on the original date thereof) shall have been satisfied, in each case without giving effect to any amendments, waivers or consents that are adverse in any material respect to the Loan Parties that have not been approved by the Arrangers. The Administrative Agent shall have received a copy of the Acquisition Agreement, certified by a Financial Officer or other executive officer of the Company as being complete and correct and as enclosing all closing certificates, opinions and other closing documents as either may delivered in satisfaction of the closing conditions set forth in the Acquisition Agreement. (k) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Acquired Company Credit Agreement shall have been paid in full, or substantially concurrently with the Effective Date shall be paid in full, the commitments and letters of credit outstanding thereunder shall have been terminated, or substantially concurrently with the Effective Date shall be terminated or backstopped by letters of credit issued under the ABL Credit Agreement, and all guarantees and liens existing in connection therewith shall have been discharged and released, or substantially concurrently with the Effective Date shall be released, and the Administrative Agent shall have received reasonably requestsatisfactory evidence thereof. (l) The Lenders shall have received projections for the Company and the Subsidiaries through end of the sixth fiscal year of the Company after the Effective Date. (m) The Lenders shall have received the financial statements, opinions and certificates referred to in Section 3.04. (n) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including fees, charges and disbursements of counsel) required to be paid or reimbursed by any Loan Party under the Commitment Letter, the Administrative Agent Fee Letter or any Loan Document. (o) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, at least five days prior to the Effective Date. Notwithstanding anything to the contrary in clauses (d) or (e) above, the only representations and warranties relating to the Acquired Company and its subsidiaries the making of which shall be a condition to the obligations of the Lenders to make Loans hereunder shall be the Acquired Company Acquisition Agreement Representations and the Specified Representations. Notwithstanding the foregoing, solely with respect to the matters expressly identified in the Post-Closing Letter Agreement, the satisfaction of the foregoing conditions shall not be required on the Effective Date, and shall not be a condition to the obligations of the Lenders to make Loans hereunder, but shall be required to be accomplished in accordance with the Post-Closing Letter Agreement. The Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived in accordance with Section 9.02) at or prior to 5:00 p.m., New York City time, on June 14, 2012 (and, in the event such conditions shall not have been so satisfied or waived, the Commitments shall terminate at such time).

Conditions. The issuance, amendment or extension obligations of any Facility Letter of Credit is subject the Lenders to the satisfaction in full make Loans hereunder shall not become effective until each of the following conditions on the Issuance Date:has been satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Borrower Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have delivered received the favorable written opinions (addressed to the Issuer at Administrative Agent and the Lenders and dated the date hereof) of (i) Bingham McCutchen LLP, counsel for the Company, substantially ▇▇ ▇▇▇ f▇▇▇ ▇▇ ▇▇hibit C-1 and (ii) Mark T. Beaudouin, Vice President, General Counsel and Secreta▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, substantially in the form of Exhibit C-2. Each Loan Party hereby requests such times counsel to deliver such opinions. (c) The Administrative Agent shall have received such documents and in such manner certificates as the Issuer Administrative Agent or its counsel may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant request relating to the terms thereofformation, existence and good standing of the Loan Parties and the proposed Facility Letter authorization of Credit shall be the Transactions, all in form and substance reasonably satisfactory to such Issuer in form the Administrative Agent and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control;its counsel. (iid) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the The Administrative Agent and such Issuer shall have received a certificate, substantially in dated the form of the certificate attached hereto as Exhibit D, date hereof and signed by a duly authorized the chief financial officer of the Borrower dated Company, confirming that the Issuance Date stating that:conditions set forth in paragraphs (f), (g) and (h) of this Article have been satisfied. (ae) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the The Administrative Agent shall have received such all fees and other approvalsamounts due and payable on or prior to the date hereof, opinionsincluding, to the extent an invoice with respect thereto shall have been received by the Company, reimbursement or documents as either may reasonably request.payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder or under any other Loan

Conditions. The issuance, amendment No Lender shall have any obligation to make any Revolving Advance to Borrower (other than any Revolving Advances under Section 2A.2 hereof) or extension of to incur any Facility Letter of Credit is subject Obligation unless, in each instance, (x) with respect to a Revolving Advance (other than a Revolving Advance under Section 2.1(c) and 2A.2 hereof), the Borrower delivers to the Agent a Borrower's Certificate dated the date of such Revolving Advance and (y) the following conditions precedent are fulfilled to the satisfaction in full of the following conditions on Agent (or waived in writing by the Issuance Date:Majority Lenders): (i) all representations and warranties made by each of the Borrower shall have Credit Parties contained herein or otherwise made in any Loan Document (including, without limitation, each Borrower's Certificate), officer's certificate or any agreement, instrument, certificate, document or other writing delivered to the Issuer at Agent or any Lender in connection herewith or therewith, shall be true and correct in all material respects with the same effect as though such times representations and in warranties had been made on and as of the date of such manner as the Issuer may reasonably prescribe borrowing or issuance of a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit (unless any such representation or warranty speaks as of a particular date, in which case it shall be reasonably satisfactory to deemed repeated as of such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controldate); (ii) as on the date of the Issuance Date no order, judgment such borrowing or decree issuance of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility a Letter of Credit and there shall exist no law, rule Default or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters Event of Credit generally Default (either immediately before or from issuing that Facility Letter of Creditafter giving effect thereto); (iii) the following statements shall be true, and the Agent and such Issuer Borrower shall have received a certificatecomplied with all procedures and given all certificates, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations notices and warranties contained in Article IV of this Agreement are correct in all material respects on and as of other documents required hereunder for such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation advance or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier dateissuance; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, approvals of Governmental Authorities or documents as either the Agent may have reasonably requestrequested.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to This Agreement shall become effective on the satisfaction date in full of which the following conditions on the Issuance Date: (i) the Borrower shall precedent have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment been satisfied or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatwaived: (a) this Agreement shall have been executed by each Loan Party, Administrative Agent, and Required Lenders; (b) the representations and warranties contained in Article IV of this Agreement are shall be true and correct in all material respects on and as of such Issuance Date as though made on and as the date of such Issuance Date this Agreement, except to the extent that (i) any such representation or warranty is stated of them speak to relate solely to an earlier a different specific date, in or (ii) the facts on which case such representation any of them were based have been changed by transactions contemplated or warranty is correct in all material respects as of such earlier date; andpermitted by the Credit Agreement; (bc) No after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Creditshall exist; (ivd) the Issuer and the Administrative Agent shall have received a true and correct copy of the Resolutions of Borrower that authorize the execution, delivery, and performance of this Agreement and the other documents executed in connection herewith; (e) Borrower shall have provided evidence reasonably satisfactory to Administrative Agent that, simultaneously with the effectiveness of this Agreement, the provisions of the Tower Construction Loan Agreements and the Senior Term Loan will have been amended or waived to the extent necessary to correspond to the amendments and waivers with respect to Change in Control set forth in this Agreement; (f) the Subject Board Changes do not result in a “change in control” or similar event under any agreement evidencing or governing any Indebtedness of the Consolidated Group that has not been waived in writing by all applicable parties; and (g) Administrative Agent shall have received, for the benefit of each Lender executing and delivery this Agreement to counsel to Administrative Agent by 12:00 noon (New York time) on Friday, August 17, 2007, an amendment fee equal to the product of (a) the amount of such Lender’s Commitment on the effective date of, and after giving effect to, this Agreement, times (b) 0.35%, and all other approvals, opinions, or documents as either may reasonably requestfees and expenses payable to Administrative Agent in connection with this Agreement.

Conditions. The issuance, amendment or extension obligations of any Facility Letter of Credit is the Parties to complete the Arrangement are subject to the satisfaction in full fulfillment of each of the following conditions precedent on or before the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and Effective Time, each of which may only be waived in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed writing by a duly authorized officer of the Borrower dated the Issuance Date stating thatboth Parties: (a) the representations Arrangement Resolution shall have been approved and warranties contained adopted by the CNM Shareholders at the CNM Meeting in Article IV accordance with the Interim Order; (b) GCC shall have obtained the GCC Shareholder Approval at the GCC Meeting, if any; (c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to CNM and GCC, acting reasonably, on appeal or otherwise; (d) each Party shall have received approval from the TSX-V of the transactions contemplated by this Agreement are correct Agreement, including, in all material respects the case of GCC: (i) any GCC Shareholder approval; and (ii) approval of the listing on the TSX-V of the Consideration Shares and as of such Issuance Date as though made on and as of such Issuance Date except the GCC Shares issuable pursuant to the extent that any such representation or warranty is stated exercise of the CNM Options and the CNM Warrants, subject only to relate solely satisfaction of the customary listing conditions of the TSX-V; (e) all other required Regulatory Approvals, other than approvals by the TSX-V, shall have been obtained on terms and conditions satisfactory to an earlier dateeach of CNM and GCC, in which case such representation or warranty is correct in all material respects as of such earlier dateacting reasonably; and (bf) No Default no Governmental Entity shall have enacted, issued, promulgated, enforced or Event entered any Law which is then in effect and has the effect of Default has occurred and is continuing making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement or has, or would result from be reasonably expected to have, a Material Adverse Effect on the issuanceArrangement, amendment CNM or extension of such Facility Letter of Credit; (iv) CNM's business, including the Issuer CNM Properties and the Agent shall have received such other approvals, opinions, or documents as either may reasonably requestCNM Mineral Rights.

Conditions. The issuance, amendment or extension of any Facility Letter of Credit is subject to This Amendment shall be effective upon the satisfaction in full of the following conditions on precedent (the Issuance “Effective Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: ”): (a) the representations and warranties contained in Article IV of this Agreement are correct herein and in all material respects on other Loan Documents shall be true and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of the date hereof, except for such earlier representations and warranties limited by their terms to a specific date; and (b) No except as specifically waived in Section 4 of this Amendment, no Default or Event of Default has occurred shall be in existence as of the date hereof; (c) Borrower shall have delivered to the Agent an executed original copy of this Amendment and is continuing each other agreement, document or would result from instrument reasonably requested by the issuance, amendment or extension of such Facility Letter of Credit;Agent in connection with this Amendment; (d) (ivi) the Issuer holders of the Subordinated Debt and Borrower shall have executed a Sixth Amendment to Note Purchase Agreement (the “Note Purchase Agreement Amendment”) in the form attached hereto as Exhibit A and (ii) the holders of the Subordinated Debt shall have consented in writing to this Amendment, in form and substance satisfactory to Agent, and none of the provisions of this Amendment shall be a breach or event of default under the Note Purchase Agreement or with respect to the Subordinated Debt; (e) Borrower shall have paid to Agent all fees, costs and expenses owed to and/or incurred by the Agent and Lenders arising in connection with the Loan Documents and/or this Amendment; and (f) all proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall have received such other approvals, opinions, or documents as either may reasonably requestbe satisfactory to the Agent.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Amendment is subject to the satisfaction in full of the following conditions on precedent, unless specifically waived in writing by Lender: (a) Lender shall have received the Issuance Datefollowing documents, each in form and substance satisfactory to Lender: (i) this Agreement, duly executed by Borrowers; (ii) a copy of the Series A Articles of Amendment amending the Red Mountain Articles of Incorporation in the form to be duly filed with the Secretary of State of Florida; (iii) Resolutions of the Board of Directors (or other governing body) of each Borrower shall have delivered to certified by the Issuer at such times and in such manner as Secretary or an Assistant Secretary (or other custodian of records of each Borrower) which authorize the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereofexecution, delivery, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms performance by each Borrower of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlother Loan Documents to be executed in connection herewith; (iiiv) as Resolutions of the Issuance Date no order, judgment or decree Board of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing Directors of Red Mountain certified by the Facility Letter Secretary of Credit and no law, rule or regulation applicable Red Mountain authorizing the amendment to the Issuer and no directive from any governmental authority with jurisdiction over Red Mountain Articles of Incorporation as set forth in the Issuer shall prohibit such Issuer from issuing Letters Series A Articles of Credit generally or from issuing that Facility Letter of CreditAmendment; (iiib) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the The representations and warranties contained in Article IV of this Agreement are the Loan Agreement, as amended hereby, and in each other Loan Document shall be true and correct in all material respects on and as of such Issuance Date the date hereof, as though if made on and as of such Issuance Date the date hereof, except to the extent that any such representation or warranty is stated to and warranties relate solely to an earlier date; (c) No Event of Default shall have occurred and be continuing and no Default shall exist, unless such Event of Default or Default has been specifically waived in writing by Lender; (d) Lender shall have received, in which case such representation or warranty is correct good and immediately available funds, a fee in all material respects as the amount of such earlier date$7,500.00; and (be) No Default or Event of Default has occurred All corporate proceedings taken in connection with the transactions contemplated by this Agreement and is continuing or would result from the issuanceall documents, amendment or extension of such Facility Letter of Credit; (iv) the Issuer instruments and the Agent other legal matters incident thereto, shall have received such other approvals, opinions, or documents as either may reasonably requestbe satisfactory to Lender and its legal counsel.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Amendment is subject to the satisfaction in full of the following conditions on precedent: (a) Lender shall have received each of the Issuance Datefollowing, which, in the case of documents, shall be dated (unless otherwise indicated) the date of this Amendment, in form and substance satisfactory to the Lender: (i) this Amendment executed by the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall controlLender; (ii) as the Term Note executed by the Borrower and payable to the order of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of CreditLender; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form Resolutions of the certificate attached hereto as Exhibit D, signed by a duly authorized officer Board of Directors of the Borrower dated certified by its Secretary or Assistant Secretary which authorize the Issuance Date stating that:execution, delivery, and performance by the Borrower of this Amendment, the Term Note, and other Loan Documents executed in connection herewith; (aiv) Resolutions of the representations Board of Directors of each Domestic Subsidiary certified by each of its respective Secretaries or Assistant Secretaries which authorize the execution, delivery, and warranties contained in Article IV performance by each Domestic Subsidiary of this Agreement are correct Amendment, and other Loan Documents executed in all material respects on connection herewith; (v) All reasonable costs and as expenses incurred by Lender in connection with the preparation, negotiation, and execution of such Issuance Date as though made on this Amendment and as any other documents executed pursuant hereto, including without limitation the costs and reasonable fees of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier dateLender's legal counsel; and (vi) such other documents, instruments, and agreements as Lender may require. (b) No Default or Event of Default has (other than the Existing Specified Defaults) shall have occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Creditbe continuing; (ivc) All of the Issuer representations and warranties contained in Article V of the Agent Agreement, as amended hereby and in the other Loan Documents, shall have received be true and correct on and as of the date of this Amendment with the same force and effect as if such other approvalsrepresentations and warranties had been made on and as of such date, opinions, except to the extent such representations and warranties speak to a specific date or documents as either may reasonably requestthe existence of the Existing Specified Defaults.

Conditions. The issuance, amendment or extension effectiveness of any Facility Letter of Credit this Amendment is subject to the satisfaction in full of the following conditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating thatconditions: (a) the representations execution and warranties contained in Article IV delivery of this Agreement are correct in all material respects on Amendment by the Borrower and as the Lender; (b) the execution and delivery of such Issuance Date as though made on and as of such Issuance Date except a pledge agreement (the “Pledge Agreement”) pursuant to which DBM grants to the extent that any such representation or warranty is stated Lender a first priority pledge of all of DBM’s shares of common stock in Xcede Technologies, Inc., together with the original stock certificate(s) and stock power(s) executed in blank by DBM (the “Pledged Collateral”). (c) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed and shall be in form and substance satisfactory to relate solely the Lender; (d) Massachusetts Capital Resources Company shall have consented in writing to an earlier datethe matters described herein, shall have agreed to release its liens on the Xcede Assets, shall have agreed to a junior lien on the Pledged Collateral, and shall executed and delivered a consent, limited waiver and amendment to the existing note purchase agreement with the Borrower which shall be in form and substance reasonably satisfactory to the Lender; (e) The Borrower shall have paid $300,000 as a prepayment on the Term Loan, which case such representation or warranty is correct shall be applied to the unpaid principal balance thereof in all material respects as inverse order of such earlier datematurity; and (b) No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (ivf) the Issuer and the Agent Borrower shall have received such other approvalspaid the Lender all fees, opinionscosts and expenses of the Lender in connection with this Amendment, or documents as either may reasonably requestincluding, without limitation, reasonable fees, costs and expenses of counsel. The date on which all of the conditions this Section 5 shall have been satisfied shall be the “Effective Date.”