Common use of Effectiveness of Amendment Clause in Contracts

Effectiveness of Amendment. This Seventh Amendment shall become effective on the date (the “Effective Date”) on which: (a) each of the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender and the Lenders (including, without limitation, the New Lenders and the Departing Lender) shall have duly executed this Seventh Amendment; (b) the Administrative Agent shall have received, for the account of each Lender requesting the same, a Note conforming to the requirements of the Credit Agreement and executed by a duly authorized officer of the Borrower; (c) the Borrower shall have paid to the Administrative Agent for the account of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000; (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’s, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; and (f) the Borrower shall have delivered to the Administrative Agent such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case as the Administrative Agent or the Lenders shall request.

Effectiveness of Amendment. This Seventh Amendment shall become effective as of the date hereof on the first date (the “"Amendment Effective Date”") on whichwhich the Administrative Agent has received an amendment fee, for the Ratable benefit of the Lenders, in the amount of $50,000 and each of the following, each in form and substance satisfactory to the Administrative Agent (terms defined in the Loan Agreement as amended by this Amendment being used in this Section 4 and Section 5 as so defined) and in a number of copies (other than the allonges to the Notes) sufficient for each Lender: (a) each 15 copies of this Amendment duly executed and delivered by the BorrowerBorrowers, the Administrative AgentRequired Lenders, the Swing Line Lender, the Issuing Lender Southern Wood and the Lenders (including, without limitation, the New Lenders and the Departing Lender) shall have duly executed this Seventh AmendmentLodging; (b) an allonge to each Note outstanding under the Administrative Agent shall have receivedLoan Agreement, for the account of each Lender requesting the same, a Note conforming to the requirements of the Credit Agreement duly executed and executed delivered by a duly authorized officer of the BorrowerSouthern Wood and Lodging; (c) Financing Statements signed by Southern Wood and Lodging in appropriate form for filing in each jurisdiction in which such a filing is required or appropriate to perfect the Borrower shall have paid to the Administrative Agent for the account of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000Security Interest; (d) any landlord or mortgagee acknowledgments or Lien subordination or waiver agreements as the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of Administrative Agent may request, duly executed and delivered by the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 aboverespective landlords or mortgagees; (e) an opinion of counsel for the Borrowers as to the due authorization, execution and delivery of this Amendment and the other Loan Documents contemplated hereby to be delivered in connection with the effectiveness hereof by any Loan Party, as to the enforceability of this Amendment, the Loan Agreement as amended hereby and such other Loan Documents, and such other matters as any Lender through the Administrative Agent may reasonably request; (f) certificates as to the good standing of each of Southern Wood and Lodging in its jurisdiction of incorporation and in each other jurisdiction in which it is qualified to transact business as a foreign corporation; (g) a certificate of the Secretary of each Borrower shall have paid as to and having attached thereto the articles or certificate of incorporation and bylaws of such Borrower as in effect on the Amendment Effective Date or containing the certification of such Secretary or Assistant Secretary that no amendment or modification of such articles or certificate or bylaws has become effective since the last date on which such documents were delivered to the Lenders pursuant to the Loan Agreement, all corporate action, including shareholders' approval, if necessary, taken by such Borrower and/or its shareholders to authorize the execution, delivery and performance of this Amendment, and an incumbency certificate for and specimen signatures of the officers of such Borrower who are authorized to execute this Amendment or to the further effect that the incumbency certificate last delivered to the Lender under the Loan Agreement remains in effect, unchanged; (h) a Stock Pledge Agreement in form and substance satisfactory to the Administrative Agent executed by Loewenstein in favor of the Administrative Agent, pursuant to which Loewenstein pledges all of the Lead Arranger’sissued and outstanding shares of the capital stock of Southern Wood and Lodging as security for the Secured Obligations, together with all certificates and stock powers, undated and in blank, constituting Pledged Shares (as defined therein) required to be delivered by Loewenstein to the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred Agent in connection with this Seventh the execution and delivery of such agreement; (i) updated Schedules or supplements to the Schedules to the Loan Agreement as necessary to reflect accurately as of the Amendment and all due diligence in respect hereofEffective Date the facts purported to be set forth therein; and (fj) the Borrower shall have delivered to such other agreements, certificates, instruments and other documents as any Lender through the Administrative Agent such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, may reasonably request in each case as connection with the Administrative Agent or the Lenders shall requesttransactions contemplated hereby.

Effectiveness of Amendment. This Seventh The provisions of this Amendment shall become effective on as of the date Amendment No. 2 Effective Date upon the satisfaction of each of the following conditions, in each case in a manner and in form and substance satisfactory to the Administrative Agent (unless otherwise agreed to in writing by the “Effective Date”) on which:Administrative Agent): (a) On or prior to January 4, 2010, the Borrowers shall have made a prepayment of the Term Loan in an aggregate amount equal to $9,500,000 which such prepayment shall be applied against the March 31, 2010 amortization payment required under Section 2.07 of the Credit Agreement; and (b) Total Revolving Credit Outstanding shall not exceed the Revolving Credit Facility; and (c) This Amendment shall have been duly executed and delivered by each of the Borrowers, Holdings, the Administrative Borrower, the Administrative AgentGuarantors, the Swing Line Lender, the Issuing Lender Administrative Agent and the Required Lenders and shall be in full force and effect; and (d) The Administrative Agent shall have received signed Officer’s Certificates, certified by a duly authorized officer of each Borrower and each Guarantor to be true and complete, (a) of the records of all corporate (or equivalent) action taken by such Borrower or such Guarantor to authorize (i) such Borrower’s or such Guarantor’s execution and delivery of this Amendment, and (ii) such Borrower’s and such Guarantor’s entry into and carrying out the terms of this Amendment and the Credit Agreement, as amended hereby, and (b) of the Organization Documents; and (e) The applicable Subsidiaries of the Loan Parties shall have entered into amendments, waivers or other modifications reasonably satisfactory to the Administrative Agent of each loan agreement evidencing the existing Indebtedness of such Subsidiaries of the Loan Parties described on Schedule 7.02 of the Credit Agreement (including, without limitation, the New Lenders various loan agreements among certain Subsidiaries of Holdings and the Departing LenderThe Royal Bank of Scotland plc, DVB Group Merchant Bank (Asia) shall have duly executed this Seventh Amendment; (b) Ltd., Credit Suisse, AIG Commercial Equipment Finance, Inc, Commerzbank AG and Berenberg Bank), and the Administrative Agent shall have receivedreceived a signed Officer’s Certificate, for the account of each Lender requesting the same, a Note conforming to the requirements of the Credit Agreement and executed certified by a duly authorized officer of the Borrower; (c) the Borrower shall have paid Holdings to be true and complete, attaching true, correct and complete fully executed copies of each such amendment, waiver and modification to each such loan agreement, together with each such loan agreement, as in effect immediately prior to the Administrative Agent for the account of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000; (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation of Section Amendment No. 2 above; (e) the Borrower shall have paid all of the Lead Arranger’s, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereofEffective Date; and (f) On or prior to January 4, 2010, the Borrower Borrowers shall have paid (i) to the Administrative Agent, for its own account, all fees set forth in the Fee Letter dated as of December 3, 2009 and (ii) to the Administrative Agent, for the pro rata account of each Lender executing this Amendment, an amendment fee (the “Amendment Fee”) in an amount equal to twenty five (25) basis points of such Lender’s aggregate Revolving Credit Commitment and outstanding Term Loans (prior to giving effect to this Amendment), in accordance with the Fee Letter dated as of December 3, 2009; and (g) The Borrowers shall have paid all reasonable unpaid fees and expenses of the Administrative Agent’s counsel, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, to the extent that copies of invoices for such fees and expenses have been delivered to the Borrowers; and (h) Since June 30, 2009, there shall have been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (other than the effect of any noncash impairment charges incurred during each fiscal year of Holdings and its Subsidiaries ending December 31, 2008 and December 31, 2009 in respect of any of Holdings’ or its Subsidiaries’ goodwill and Vessels, and it being further understood that financial performance consistent with the projected financial performance of Holdings and its Subsidiaries outlined in the financial projections delivered to the Administrative Agent and the Lenders as of November 22, 2009 shall not be deemed to constitute a material adverse change), and there shall have been no material adverse change in the facts and information regarding the Loan Parties as presented to the Administrative Agent; and (i) The Lenders shall have received satisfactory evidence that the Administrative Agent (for itself and the other Secured Parties) shall have a valid and perfected first priority Lien on all of the Collateral and other assets of the Loan Parties (including, without limitation, each of the Vessels); and (j) The Administrative Agent shall have received such opinions of counselother items, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case agreements or actions as the Administrative Agent or may reasonably request in order to effectuate the Lenders shall requesttransactions contemplated hereby.

Effectiveness of Amendment. This Seventh Amendment shall become effective on as of the date hereof (the “Amendment Effective Date”) on whichupon satisfaction of the following conditions precedent: (a) The Administrative Agent (or its counsel) shall have received from Holdings, the Company and each Lender party to the Existing Third Amended and Restated Revolving Credit Agreement a counterpart of this Amendment, signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment); (b) The Administrative Agent shall have received a final executed copy of (i) the Acquisition Agreement Amendment, which shall be in form and substance reasonably satisfactory to the Arrangers, and (ii) the Amendment No. 1 to the Bridge Credit Agreement dated as of the Borrowerdate hereof among the parties thereto; (c) The Administrative Agent shall have received a certificate, dated as of the Amendment Effective Date and signed on behalf of the Company by a Responsible Officer or a Financial Officer of the Company, confirming (i) that all representations and warranties set forth in this Amendment and the other Loan Documents as amended by this Amendment are true and correct in all material respects on and as of the Amendment Effective Date after giving effect to this Amendment, except that (A) to the extent that any such representation or warranty is stated to relate solely to an earlier date, such certificate shall confirm that such representation or warranty is true and correct in all material respects as of such earlier date and (B) with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, such certificate shall confirm that such representation or warranty is true and correct in all respects; and (ii) no Default or Event of Default exists and is continuing on the Amendment Effective Date after giving effect to this Amendment; (d) The Lenders, the Administrative Agent, the Swing Line Lender, the Issuing Lender and the Lenders Arrangers shall have received all fees and expenses required to be paid by the applicable Loan Parties (including, without limitation, the New Lenders reasonable and documented out-of-pocket fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Departing LenderAdministrative Agent) for which invoices have been presented to the Company at least 3 Business Days prior to the Amendment Effective Date (or such later date as the Company shall have duly executed this Seventh Amendment;permit in its reasonable discretion); and (be) the The Administrative Agent shall have received, received an amendment fee for the account of each Lender requesting the same, a Note conforming to the requirements of the Credit Agreement and executed by a duly authorized officer of the Borrower; (c) the Borrower shall have paid to the Administrative Agent for the account of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, party hereto in an amount for each Lender equal to 0.10% of such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000; (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 as of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’s, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; and (f) the Borrower shall have delivered to the Administrative Agent such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case as the Administrative Agent or the Lenders shall requestEffective Date.

Effectiveness of Amendment. This Seventh Amendment shall become effective on the date (the “First Amendment Effective Date”) , which shall be the date on whichwhich each of the following conditions is satisfied: (a) the Administrative Agent shall have received counterparts of this Amendment executed by each of the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender and the Lenders (including, without limitation, the New Lenders and the Departing Lender) shall have duly executed this Seventh AmendmentParties hereto; (b) the Administrative Agent shall have receivedreceived (i) a proposed updated Annual Operating Budget covering the Emerald RNG Project with respect to calendar year 2024 and (ii) an updated Construction Budget for the Sapphire RNG Project, for the account of review and approval (not to be unreasonably withheld) by the Administrative Agent (in consultation with the Independent Engineer), in each Lender requesting case, to be reflected in the same, a Note conforming to the requirements of the Credit Agreement and executed by a duly authorized officer of the BorrowerBase Case Projections attached hereto as Appendix E; (c) the Borrower Administrative Agent shall have paid received evidence of payment of all outstanding legal fees and expenses of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, in its capacity as counsel to the Administrative Agent for the account of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000;Agent; and (d) the Borrower Administrative Agent shall have paid all breakfunding costs received evidence of payment of an amendment fee in the amount of $150,000 (in accordance with Section 4.15 representing an amendment fee of the Credit Agreement) incurred by each Lender $50,000 per Lender), in connection with the operation execution of Section 2 above;this Amendment; and (e) the Borrower shall have paid all of the Lead Arranger’s, represented to the Administrative Agent’s , the Lenders and the Lenders’ fees LC Issuers, and the Lead Arranger’s by its execution and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with delivery of this Seventh Amendment and all due diligence in respect hereof; and (f) the Borrower shall have delivered does hereby represent, confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment and the performance by the Borrower of the Amended Credit Agreement have been duly authorized by all necessary limited liability company action on the part of the Borrower; (ii) each of this Amendment and the Amended Credit Agreement constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforcement may be limited (x) by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting creditors’ rights generally and (y) by general principles of equity (regardless of whether such opinions enforceability is considered in a proceeding in equity or at law, (iii) the representations and warranties of counselthe Borrower set forth in Article III of the Existing Credit Agreement and in each other Loan Document are true and correct on and as of the First Amendment Effective Date in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects as so qualified) as though made as of the First Amendment Effective Date, authorization except for changes in factual circumstances permitted under the Loan Documents and organizational documentsprovided that prior to the initial Borrowing Date for the Sapphire Project, certificates of good standingno representation or warranty under Section 3.7, 3.10, 3.11 or 3.12 shall be made with respect to the Sapphire Project or Sapphire Project Company, and all (iv) no Default or Event of Default has occurred and is continuing under the Existing Credit Agreement or any of the other documents, reports and information, in each case as the Administrative Agent or the Lenders shall requestLoan Documents.

Effectiveness of Amendment. This Seventh Second Amendment shall become effective on upon satisfaction of the date following conditions precedent (such date, the “Second Amendment Effective Date”) on which:): (a) each receipt by the Administrative Agent of executed signature pages to this Second Amendment from (i) the Borrower, the Administrative Agent, Holding Company and each Guarantor that is party to the Swing Line Lender, Credit Agreement and (ii) the Issuing Lender and the Lenders (including, without limitation, the New Increased Revolving Lenders and (iii) the Departing Lender) shall have duly executed this Seventh AmendmentRequired Lenders; (b) receipt by the Administrative Agent of (i) such documents, certificates and other instruments as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Obligors, the authorization of this Second Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Second Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and (ii) a certificate, signed by the President, Vice President, a Financial Officer, or Secretary of the Borrower and by the President, Vice President, a Financial Officer, Secretary, Managing Member or Sole Member of each other Obligor, as of the Second Amendment Effective Date, which shall (x) confirm compliance with Sections 5.02(c) and 5.03(a) of the Existing Credit Agreement and (y) certify that no Default or Event of Default shall have received, occurred or be continuing; and (c) receipt by the Administrative Agent (or its affiliates) (i) for the account of each Lender requesting applicable party, of all fees required to be paid on or before the same, a Note conforming to the requirements of the Credit Agreement and executed by a duly authorized officer of the Borrower; (c) the Borrower shall have paid to the Administrative Agent for the account of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 Second Amendment Effective Date and (ii) 0.40% if such Commitment is less than $30,000,000; (d) of all reasonable fees and expenses, including reasonable fees and expenses of counsel to the Administrative Agent, required to be paid or reimbursed by the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation preparation, execution and delivery of Section 2 above; this Second Amendment (e) and, in the Borrower shall have paid all case of the Lead Arranger’sany such expenses, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced for which invoices in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; and (f) shall have been presented to the Borrower shall have delivered prior to the Administrative Agent such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case as the Administrative Agent or the Lenders shall requestSecond Amendment Effective Date).

Effectiveness of Amendment. This Seventh Amendment and the amendments contained herein shall become effective on the date (the “Amendment Effective Date”) on whichwhen each of the conditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment, and all other Loan Documents or other documents, instruments and certificates required hereby or thereby (collectively, the “Modification Documents”), each duly executed and delivered on behalf of the BorrowerBorrowers parties thereto, the Administrative Agent, the Swing Line Lender, the Issuing Lender and the Lenders (including, without limitation, the New Lenders and the Departing Lender) shall have duly executed this Seventh Amendment;as applicable. (b) the Administrative Agent No event shall have receivedoccurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the account requirement that notice be given or that a period of each Lender requesting the sametime elapse, a Note conforming to the requirements of the Credit Agreement and executed by a duly authorized officer of the Borrower;or both. (c) All representations and warranties of the Borrower Borrowers contained in the Loan Agreement shall have paid be true and correct in all material respects (or, if qualified by materiality, in all respects) at the Amendment Effective Date as if made on and as of such Amendment Effective Date (except that any representation or warranty relating to any financial statements shall be deemed to be applicable to the financial statements most recently delivered to the Administrative Agent for in accordance with the account provisions of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000;Loan Documents). (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’s, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; and (f) the Borrower The Borrowers shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrowers to authorize the execution and delivery of the Modification Documents, (2) certified copies of any amendments to the articles or certificate of incorporation, organization or formation, bylaws, partnership certificate and operating agreement of the Borrowers since the date of the Loan Agreement, (3) a certificate of incumbency for the officers or other authorized agents or partners of the Borrowers executing the Modification Documents and (4) such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case additional supporting documents as the Administrative Agent or counsel for the Lenders shall Administrative Agent reasonably may request. (e) The Borrowers shall have paid the fees and expenses required to be paid by Section 9 of this Amendment. (f) All documents delivered pursuant to the Modification Documents must be of form and substance satisfactory to the Administrative Agent and its counsel, and all legal matters incident to this Amendment must be satisfactory to the Administrative Agent’s counsel.

Effectiveness of Amendment. This Seventh The amendments set forth in this Amendment shall become effective on as of the First Amendment Effective Date and upon delivery by the Borrowers and the Guarantors of, and compliance by the Borrowers and Guarantors with, the following (except that the amendment under Section 2.2 shall take effect retroactively as of September 30, 2024): 3.1 This Amendment duly executed by the Borrowers and the Guarantors. 3.2 The Account Pledge Agreement duly executed by the Parent Guarantor. 3.3 The Subordination Agreement (Parent Guarantor) duly executed by parties thereto. 3.4 The Parent Guarantor shall have deposited $1,000,000 into a deposit account maintained with the Agent subject to the Account Pledge Agreement. 3.5 The Parent Guarantor shall have delivered a true copy of the Subordinated Debt Agreement (Parent Guarantor) to the Agent. 3.6 A certificate of the Secretary (or other appropriate officer) of each of the Parent Guarantor and the Borrowers, dated as of the date (the “Effective Date”) on which: of this Amendment and certifying (a) each as to no changes to the resolutions of such Person delivered to the Agent on the Closing Date and a true and accurate copy of the Borrowerresolutions of the Parent Guarantor dated as of the First Amendment Effective Date, which resolutions authorize the Administrative Agentexecution, the Swing Line Lender, the Issuing Lender delivery and performance of this Amendment and the Lenders (including, without limitation, the New Lenders and the Departing Lender) shall have duly executed this Seventh Amendment; other Amendment Documents; (b) as to the Administrative incumbency, names, titles and signatures of the officers of such Person authorized to execute the Amendment Documents; and (c) that the articles of organization (or other similar document) or bylaws (or the equivalent) of such Person that were previously certified by such Person to the Agent on or about the Closing Date have not been modified and are in fully force and effect or, if such documents have been modified, such documents have been attached thereto. 3.7 The Borrowers shall have receivedsatisfied such other conditions as specified by the Agent, for including payment of all unpaid legal fees and other fees and expenses incurred by the account Agent through the date of each Lender requesting the samethis Amendment, a Note conforming to the requirements of in connection with the Credit Agreement and executed by a duly authorized officer of the Borrower; (c) the Borrower shall have paid to the Administrative Agent for the account of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000; (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’s, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; and (f) the Borrower shall have delivered to the Administrative Agent such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case as the Administrative Agent or the Lenders shall requestLoan Documents.

Effectiveness of Amendment. This Seventh Amendment shall become effective on The effectiveness of this Amendment, and the agreement of each Tranche A Term Lender to make Tranche A Term Loans, are subject to the satisfaction of the following conditions precedent (the date (of satisfaction of such conditions precedent, the “First Amendment Effective Date”) on which:): (a) receipt by the Administrative Agent of duly executed counterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrower and Holdings, (ii) requisite Lenders under the Credit Agreement and (iii) each of the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender and the Lenders (including, without limitation, the New Lenders and the Departing Lender) shall have duly executed this Seventh AmendmentTranche A Term Lenders; (b) on the First Amendment Effective Date, both before and after giving effect to the Tranche A Term Loans, all representations and warranties made by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); (c) on the First Amendment Effective Date, both before and after giving effect to the Tranche A Term Loans, no Default or Event of Default shall have occurred and be continuing; (d) receipt by the Administrative Agent shall have received, for the account of each Lender requesting the same, a Note conforming to the requirements reaffirmation in respect of the Credit Guarantee, the Pledge Agreement and the Security Agreement substantially in the form of Exhibit D hereto, executed and delivered by a duly authorized officer of each Guarantor, pledgor party there and grantor party thereto, as applicable (the Borrower“Reaffirmation Agreement”); (ce) (i) receipt by the Administrative Agent of a Flood Certificate in respect of each Mortgaged Property and (ii) the Borrower shall have paid used commercially reasonable efforts to execute and deliver a Mortgage modification in respect of each Mortgaged Property, legal opinions of local counsel to the Borrower in each jurisdiction where a Mortgaged Property is located and a date-down endorsement in respect of each title insurance policy issued on the original Closing Date, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (f) receipt by the Administrative Agent for the account of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by executed legal opinions of (i) 0.65% if such Commitment is equal ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to or greater than $30,000,000 the Borrower and (ii) 0.40% if such Commitment is less than $30,000,000▇▇▇ ▇▇▇▇▇▇▇, General Counsel to the Borrower, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (dg) the Borrower fees in the amounts previously agreed in writing by the Arrangers to be received by the Arrangers and the Lenders on the First Amendment Effective Date (including an amendment fee to each existing Lender that consents to this Amendment in an amount equal to 0.10% times the aggregate amount of such Lender’s existing Term Loans and Revolving Credit Commitments) and all expenses (including the reasonable fees, disbursements and other charges of counsel to the Administrative Agent) for which invoices have been presented on or prior to the First Amendment Effective Date, in each case, shall have paid all breakfunding costs been paid; (h) receipt by the Administrative Agent of a Notice of Borrowing (whether in accordance with writing or by telephone) meeting the requirements of Section 4.15 2.3 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above, as amended hereby; (ei) receipt by the Borrower shall have paid all Administrative Agent of a copy of the Lead Arranger’sresolutions, in form and substance satisfactory to the Administrative Agent’s , of the Board of Directors (or equivalent governing body) of each Credit Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment and the Lenders’ fees Reaffirmation Agreement (and any agreements relating thereto), as applicable, (ii) in the case of the Borrower, the extensions of credit contemplated hereunder and (iii) the reaffirmation of the Liens under the Reaffirmation Agreement; (j) receipt by the Administrative Agent of true and complete copies of the certificate of incorporation and by-laws (or equivalent organizational documents) of each Credit Party or a certificate from each Credit Party, dated the First Amendment Effective Date, executed by the President or any Vice President and the Lead Arranger’s and Secretary or any Assistant Secretary of such Credit Party, that there have been no amendments, supplements or modification thereto since the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereofClosing Date; and (fk) the Borrower shall have delivered to receipt by the Administrative Agent of a certificate of each Credit Party, dated the First Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement, with appropriate insertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of such opinions of counsel, authorization and organizational documents, certificates of good standingCredit Party, and all other documentsattaching the documents referred to in clauses (i) and (j) above and, reports where applicable, certifying as to the incumbency and information, in specimen signature of each case as the Administrative Agent officer executing this Amendment or the Reaffirmation Agreement or any other document delivered in connection herewith and therewith on behalf of such Credit Party, and certifying that the conditions set forth in Sections 5(b) and (c) shall be satisfied. The acceptance of the benefits of the Tranche A Term Loans shall constitute a representation and warranty by each Credit Party to each of the Lenders shall requestthat all the applicable conditions specified above exist as of that time.

Effectiveness of Amendment. This Seventh Amendment shall become effective on retroactively to December 31, 1999 as of the first date (the “"Amendment Effective Date”") on which:which the Agent shall have received the following documents (each of which shall be in form and substance satisfactory to the Agent and, other than the Term Notes referred to below, in sufficient copies for each Lender): (a) each of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing each Lender and the Lenders (including, without limitation, the New Lenders and the Departing Lender) shall have duly executed this Seventh AmendmentAgent; (b) an Amended and Restated Term Note in the Administrative Agent shall have receivedform attached hereto as ANNEX A, for properly completed and duly executed and delivered by the account of Borrower payable to each Lender requesting the same, a Note conforming to the requirements of the Credit Agreement and executed by a duly authorized officer of the BorrowerLender; (c) a certificate of the Secretary of the Borrower shall have paid having attached thereto the articles or certificate of incorporation and bylaws of the Borrower as in effect on the Amendment Effective Date (or containing the certification of such Secretary that no amendment or modification of such articles or certificate or bylaws has become effective since the last date on which such documents were delivered to the Administrative Agent for Lenders pursuant to the account Loan Agreement), all corporate action, including shareholders' approval, if necessary, taken by the Borrower and/or its shareholders to authorize the execution, delivery and performance of each Lender (other than this Amendment, and to the Departing Lenderfurther effect that the incumbency certificate delivered in connection with the occurrence of the Effective Date remains in effect, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000unchanged; (d) a certificate of the president or any vice-president of the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 on behalf of the Credit AgreementBorrower stating that, to the best of his knowledge and based on an examination reasonably believed by him to be sufficient to enable him to make an informed statement, (i) incurred by each Lender after giving effect to the Amendment, all of the representations and warranties made or deemed to be made under the Loan Agreement are true and correct in connection with all material respects as of the operation date hereof, and (ii) after giving effect to the Amendment, no Default or Event of Section 2 aboveDefault exists, and the Agent shall be satisfied as to the truth and accuracy thereof; (e) the Confirmation of Guarantors attached hereto as ANNEX B duly executed and delivered by each Guarantor; (f) an amendment fee to the Agent for the Ratable benefit of the Lenders in the amount of $125,000 which fee is earned on the date hereof and is not subject to rebate or refund and shall be payable in two installments: the first installment, payable on the date hereof, shall be in the amount of $75,000 and the second installment, payable on April 1, 2000, shall be in the amount of $50,000; PROVIDED, HOWEVER, that the second installment shall not be payable if the Borrower shall have paid all received, on or prior to April 1, 2000, an amount in settlement of certain past due Receivables, which, had such amount been included in the computation of the Lead Arranger’sBorrower's 1999 financial results, would have resulted in a Fixed Charge Coverage Ratio of the Administrative Agent’s Borrower and its Consolidated Subsidiaries as of December 31, 1999 of at least 1.25 to 1 or consolidated Net Income of the Lenders’ fees Borrower and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereofits Consolidated Subsidiaries for Fiscal Year 1999 of at least $3,300,000; and (fg) the Borrower shall have delivered to the Administrative Agent such opinions of counsel, authorization other documents and organizational documents, certificates of good standing, and all other documents, reports and information, in each case instruments as the Administrative Agent or the Lenders shall any Lender may reasonably request.

Effectiveness of Amendment. This Seventh Third Amendment shall become effective on upon satisfaction of the date following conditions precedent (such date, the “Third Amendment Effective Date”) on which:): (a) each receipt by the Administrative Agent of executed signature pages to this Third Amendment from (i) the Borrower, the Administrative AgentHolding Company and each Guarantor that is party to the Credit Agreement, (ii) the Swing Line Lender, the Issuing Lender and the Revolving Lenders (including, without limitation, the New Lenders and the Departing including any Increased Revolving Lender) shall have duly executed this Seventh Amendmentand (iii) the Required Lenders; (b) receipt by the Administrative Agent of (i) such documents, certificates and other instruments as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Obligors, the authorization of this Third Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Third Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and (ii) a certificate, signed by a senior officer of the Borrower and each other Obligor, as of the Third Amendment Effective Date, which shall (x) confirm compliance with Sections 5.02(c) and 5.03(a) of the Existing Credit Agreement and (y) certify that no Default or Event of Default shall have receivedoccurred or be continuing; and (c) receipt by (i) the Administrative Agent, for the account of each Lender requesting the same, a Note conforming to the requirements of the Credit Agreement and executed by a duly authorized officer of the Borrower; (c) the Borrower shall have paid to the Administrative Agent for the account of each Lender (other than the Departing consenting Lender, but including of all fees required to be paid on or before the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 Third Amendment Effective Date and (ii) 0.40% if such Commitment is less than $30,000,000; the Administrative Agent (dor its affiliates) of all reasonable fees and expenses, including reasonable fees and expenses of counsel to the Administrative Agent, required to be paid or reimbursed by the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation preparation, execution and delivery of Section 2 above; this Third Amendment (e) and, in the Borrower shall have paid all case of the Lead Arranger’sany such expenses, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced for which invoices in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; and (f) shall have been presented to the Borrower shall have delivered prior to the Administrative Agent such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case as the Administrative Agent or the Lenders shall requestThird Amendment Effective Date).

Effectiveness of Amendment. This Seventh The provisions of this Amendment shall become effective on as of the date Amendment No 1 Effective Date upon the satisfaction of each of the following conditions, in each case in a manner and in form and substance satisfactory to the Administrative Agent (unless otherwise agreed to in writing by the “Effective Date”) on which:Administrative Agent): (a) This Amendment shall have been duly executed and delivered by each of the Borrowers, Holdings, the Administrative Borrower, the Administrative AgentGuarantors, the Swing Line Lender, the Issuing Lender Administrative Agent and the Consenting Lenders (which shall constitute Required Lenders under and as defined in the Credit Agreement) and shall be in full force and effect; (b) The applicable Subsidiaries of Holdings shall have entered into an amendment, waiver or other modification reasonably satisfactory to the Administrative Agent of each Financing Agreement evidencing the existing Indebtedness of such Subsidiaries as described on Schedule 7.02 to the Credit Agreement and any other material Indebtedness of such Subsidiaries, in each case to the extent required by such Financing Agreement to maintain compliance therewith (including, without limitation, the New Lenders various Financing Agreements among certain Subsidiaries of Holdings and The Royal Bank of Scotland plc, DVB Group Merchant Bank (Asia) Ltd., Credit Suisse, AIG Commercial Equipment Finance, Inc. and Berenberg Bank (but excluding the Departing Lender) shall have duly executed this Seventh Amendment; (b) Financing Agreement with Commerzbank AG), and the Administrative Agent shall have received, for the account of each Lender requesting the same, a Note conforming to the requirements of the Credit Agreement and executed received an Officer’s Certificate signed by a duly authorized officer of the Borrower;Holdings and attaching and certifying to be true, correct and complete, a fully executed copy of each such amendment, waiver or modification. (ci) the Borrower The fee letter(s) required to be entered into in connection with this Amendment shall have paid to been duly executed and delivered by Holdings, the Administrative Agent for and the account of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee parties thereto and shall be in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving full force and effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if any fees payable pursuant to such Commitment is less than $30,000,000;fee letter(s) on the Amendment No. 2 Effective Date shall have been paid. (d) the Borrower The Borrowers shall have paid all breakfunding costs (in accordance with Section 4.15 reasonable unpaid fees and expenses of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’s, the Administrative Agent’s and counsel, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, to the Lenders’ extent that copies of invoices for such fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; and (f) the Borrower shall expenses have been delivered to the Administrative Agent such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case as the Administrative Agent or the Lenders shall requestBorrowers.

Effectiveness of Amendment. This Seventh The amendments in this Amendment and the forbearance set forth in Section 4 hereof shall become effective on the date (the “Effective Date”) on which), upon compliance by Borrower with the following: (a) each of the Borrower5.1. Borrower shall have delivered to Agent this Amendment, the Administrative Agent, the Swing Line Lender, the Issuing Lender duly executed by Borrower and the Required Lenders (includingwhether the same or different copies) and delivered (including by way of telecopy or other electronic transmission (including by e-mail in .pdf format), without limitation, in each case with original signatures to follow promptly thereafter) to the New Lenders and the Departing Lender) Agent. 5.2. Borrower shall have duly executed this Seventh Amendment;delivered to Agent 13-week cash flow forecasts (the “Cash Flow Forecast”), with the week ending February 10, 2017 being the first week, in reasonable detail, representing the Credit Parties good faith projections for the ensuing 13-week period, which shall be certified by an Authorized Officer as being the most accurate projections available, all in form and substance satisfactory to the Agent. (b) the Administrative Agent 5.3. Borrower shall have receiveddelivered to Agent all relevant information requested by any Lender in writing on or prior to February 22, for the account of each Lender requesting the same, a Note conforming 2017 to the requirements of the Credit Agreement and executed by a duly authorized officer of the Borrower;complete such Lender’s due diligence review. (c) the 5.4. Borrower shall have paid to the Administrative Agent for the account of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000; (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’s, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket expenses incurred by the Agent, including, without limitation, filing and recording costs incurred and fees, and reasonable fees and service charges of outside counsel and the financial advisor to the Agent, in connection with the preparation, negotiation, execution and review of this Seventh Amendment Amendment. 5.5. Each Guarantor and all due diligence each Grantor (as defined in respect hereof; andthe Security Agreement) shall have executed and delivered to the Agent a Reaffirmation of Collateral Documents substantially in the form attached hereto as Exhibit B, together with each additional Collateral Document as may be required by the Agent or the Required Lenders. (f) 5.6. The Borrower and the Borrower Guarantors shall have delivered to the Administrative Agent certificates attaching resolution or other written actions approving this Amendment and the other documents required to be delivered under this Section 5 (collectively with this Amendment, the “Forbearance Documents”), together with such opinions of counsel, authorization and organizational documents, incumbency certificates and/or other certificates of good standingan Authorized Officer of each Credit Party as the Agent may require evidencing the identity, authority and capacity of each Authorized Officer thereof to act as an Authorized Officer thereof in connection with this Amendment and the other Forbearance Documents to which such Credit Party is a party. 5.7. Borrower shall pay to the Agent, for the account of the Lenders that executes and delivers this Amendment (each a “Forbearance Signatory Lender”), a work fee in the aggregate amount of $263,875 (the “Work Fee”), with the Work Fee being payable to each Forbearance Signatory Lender based on its respective pro rata share of the aggregate Commitments of all of the Forbearance Signatory Lenders. 5.8. Borrower shall pay to the Agent an arrangement fee as separately agreed between the Borrower and the Agent. 5.9. Borrower shall pay to the Agent retainers payable to ▇▇▇▇▇▇ & Whitney LLC and Huron Consulting LLC, counsel and financial advisor, respectively, to the Agent, in the amounts of $25,000 and $100,000, respectively. 5.10. The Credit Parties shall have entered into a perfection agency agreement with the Agent and its designee in form and substance satisfactory to the Agent, and tendered to the Agent’s designee vehicle titles and other requested information regarding all other documents, reports and informationvehicles that are not otherwise subject to a perfected lien in favor of a third party, in each case case, as needed to note the Administrative Agent or the Lenders shall requestAgent’s security interest on such vehicles.

Effectiveness of Amendment. This Seventh Amendment The amendments to the Credit Agreement and the GCA set forth in Section 1 hereof shall become effective on as of the first date (the “"Amendment Effective Date”") on whichwhich the following conditions have been satisfied: (a) each The Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the signatures of the Borrower, the Administrative AgentGuarantors, the Swing Line Lender, the Issuing Lender and the Lenders (including, without limitation, the New Required Lenders and the Departing Lender) shall have duly executed this Seventh Amendment;Collateral Agent. (b) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the Chief Executive Officer or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement. (c) The Administrative Agent shall have received on the Amendment Effective Date favorable legal opinions of ▇▇▇▇▇ ▇▇▇▇, General Counsel of the Borrower, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P. and each other counsel to the Borrower and to the Guarantors or to the Administrative Agent as shall be required in order to cause the Collateral and Guarantee Requirement to be satisfied, including without limitation, counsel in Japan, the Netherlands, Mexico and the United Kingdom, in each case, addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date, covering such matters relating to this Amendment, the Credit Agreement and the GCA, in each case, as amended and restated hereby, and the other Loan Documents and security interests thereunder, as the Administrative Agent may reasonably request, and each such opinion shall be reasonably satisfactory to the Administrative Agent. (d) 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 this Amendment and the transactions contemplated hereby and any other legal matters relating to the Loan Parties, this Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent. (e) To the extent deemed necessary or appropriate by the Administrative Agent, (i) each Security Document required to be executed to satisfy the Deferred Collateral Requirement and (ii) the Intercreditor Agreement and the Acknowledgment and Consent, in each case shall have been executed and delivered. The Collateral and Guarantee Requirement shall have been satisfied and the benefits of and the security provided by the Security Documents shall extend to the Obligations, as defined in the GCA after giving effect to the Amendments hereunder. (f) To the extent invoiced, the Administrative Agent shall have received, for the account received payment or reimbursement of each Lender requesting the same, a Note conforming to the requirements of the Credit Agreement and executed by a duly authorized officer of the Borrower; (c) the Borrower shall have paid to the Administrative Agent for the account of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000; (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’s, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all its reasonable out-of-pocket costs incurred expenses in connection with this Seventh Amendment and all due diligence in respect hereof; and (f) the Borrower shall have delivered to any other out-of-pocket expenses of the Administrative Agent such opinions required to be paid or reimbursed pursuant to the Credit Agreement, including the reasonable fees, charges and disbursements of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case as counsel for the Administrative Agent or the Lenders shall requestAgent.

Effectiveness of Amendment. This Seventh (a) The provisions of SECTION 1 of this Amendment shall become effective on the date (the “"Amendment (Phase I) Effective Date”") on which:which the Administrative Agent shall have received (1) an amendment fee in the amount of $200,000, for the Ratable account of the Lenders, and (2) the following documents, each of which shall be satisfactory in form and substance to the Administrative Agent and in sufficient copies for each Lender (terms defined in the Loan Agreement, as amended by this Amendment, being used in this SECTION 4 as so defined): (ai) each of the Borrower, this Amendment duly executed by the Administrative Agent, the Swing Line LenderBorrowers, the Issuing Lender Subsidiary Guarantors and the Lenders Required Lenders; (includingii) a certificate of the president or chief financial officer of American Tire stating that, without limitationto the best of his knowledge and based on an examination sufficient to enable him to make an informed statement, after giving effect to the New Lenders Amendment, (A) all of the representations and warranties made or deemed to be made under the Loan Agreement are true and correct in all material respects on and as of the Amendment (Phase I) Effective Date, and (B) no Default or Event of Default exists; and the Departing LenderAdministrative Agent shall be satisfied as to the truth and accuracy thereof; and (iii) shall have duly executed this Seventh Amendment;such other documents and instruments as the Administrative Agent may reasonably request. (b) The provisions of Section 2 of this Amendment shall become effective on the date (the "Amendment (Phase II) Effective Date") on which the Administrative Agent shall have receivedreceived the following documents, for the account each of each Lender requesting the same, a Note conforming which shall be satisfactory in form and substance to the requirements Administrative Agent and in sufficient copies for each Lender: (i) this Amendment duly executed by the Administrative Agent, the Borrowers, the Subsidiary Guarantors and all Lenders; (ii) a certificate of the Credit Agreement and executed by a duly authorized president or chief financial officer of American Tire stating that, to the Borrower;best of his knowledge and based on an examination sufficient to enable him to make an informed statement, after giving effect to the Amendment, (A) all of the representations and warranties made or deemed to be made under the Loan Agreement are true and correct in all material respects on and as of the Amendment (Phase II) Effective Date, and (B) no Default or Event of Default exists; and the Administrative Agent shall be satisfied as to the truth and accuracy thereof; and (iii) such other documents and instruments as the Administrative Agent may reasonably request. (c) The provisions of SECTION 3 of this Amendment shall become effective on the Borrower date (the "Amendment (Phase III) Effective Date") on which the Administrative Agent shall have paid received the following documents, each of which shall be satisfactory in form and substance to the Administrative Agent and in sufficient copies for each Lender: (i) this Amendment duly executed by the account of each Lender Administrative Agent, the Borrowers, the Subsidiary Guarantors and all Lenders; (other than the Departing Lender, but including the New Lendersii) a fully earnedcertificate of the president or chief financial officer of American Tire stating that, non-refundable upfront fee in immediately available fundsto the best of his knowledge and based on an examination sufficient to enable him to make an informed statement, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh the Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000;, (dA) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’srepresentations and warranties made or deemed to be made under the Loan Agreement are true and correct in all material respects on and as of the Amendment (Phase III) Effective Date, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and (B) no Default or Event of Default exists; and the Administrative Agent’s legal fees invoiced in reasonable detail Agent shall be satisfied as to the truth and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereofaccuracy thereof; and (fiii) on or before October 28, 2002, the Borrower shall have delivered B/F Subordination Agreement, duly executed by the Administrative Agent, the Borrowers, the Subsidiary Guarantors and Bridgestone/Firestone and in form and substance satisfactory in all respects to the Administrative Agent and the Lenders; and (iv) such opinions of counsel, authorization other documents and organizational documents, certificates of good standing, and all other documents, reports and information, in each case instruments as the Administrative Agent or may reasonably request. On the Lenders Amendment (Phase III) Effective Date, the definition of "Eligible B/F Inventory" that is contained in SECTION 3 of this Amendment shall requestbe the operative definition and shall supercede the definition of "Eligible B/F Inventory" that is contained in SECTION 2 of this Amendment.

Effectiveness of Amendment. This Seventh Amendment shall become effective on the date (the “"Effective Date”") on whichupon the satisfaction of each of the following conditions, in each case in a manner and in form and substance satisfactory to the Administrative Agent: (a) This Amendment shall have been duly executed and delivered by each of the BorrowerBorrowers, the Guarantors, the Administrative Agent, the Swing Line Lender, the Issuing Lender Agent and the Lenders (including, without limitation, the New Required Lenders and the Departing Lender) shall have duly executed this Seventh Amendmentbe in full force and effect; (b) the The Administrative Agent shall have received, received evidence that CMC has entered into a security agreement (the "New Subsidiary Security Agreement") with the Administrative Agent for the account benefit of each Lender requesting the sameAdministrative Agent and the Lenders, a Note conforming in form and substance satisfactory to the requirements of the Credit Agreement and executed by a duly authorized officer of the BorrowerAdministrative Agent; (c) the Borrower The Administrative Agent shall have paid to received from CMC a duly completed Perfection Certificate in the form prescribed by the New Subsidiary Security Agreement; (d) The Administrative Agent shall have received evidence that CMC has executed a guaranty (the "New Subsidiary Security Guaranty" and, together with the New Subsidiary Security Agreement, the "New Security Documents") in favor of the Administrative Agent for the account benefit of each Lender (other than the Departing Lender, but including Administrative Agent and the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal form and substance satisfactory to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000; (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 aboveAdministrative Agent; (e) the Borrower The Administrative Agent shall have paid all received the original stock certificates representing 100% of the Lead Arranger’scapital stock of CMC, together with instruments of assignment duly executed in blank, in each case in form and substance satisfactory to the Administrative Agent’s ; (f) The Administrative Agent shall have received from the Secretary of CMC a copy, certified by such Secretary to be true and complete as of such date, of (i) the Governing Documents of such Person, (ii) the resolutions of such Persons Board of Directors or other management authorizing, to the extent it is a party thereto, the execution, delivery and performance of this Amendment and such other documents contemplated hereby, and (iii) the names, titles, incumbency and signatures of the officers of such Person who are authorized to execute and deliver this Amendment and the other Loan Documents; (g) The Administrative Agent shall have received from the Secretary of Xpress Waiting a copy, certified by such Secretary to be true and complete as of such date, of (i) the Governing Documents of such Person and (ii) the names, titles, incumbency and signatures of the officers of such Person who are authorized to execute and deliver this Amendment and the other Loan Documents; (h) The Administrative Agent shall have received a favorable legal opinion addressed to the Administrative Agent and the Lenders’ fees , dated as of the date hereof, in form and the Lead Arranger’s and substance satisfactory to the Administrative Agent’s legal fees invoiced in reasonable detail , from counsel to CMC, concerning corporate or other applicable entity authority matters and all reasonable out-of-pocket costs incurred in connection with the enforceability of each of this Seventh Amendment and all due diligence in respect hereofeach of the New Security Documents, and concerning such other matters as the Administrative Agent may request; and (fi) the Borrower The Administrative Agent shall have delivered to the Administrative Agent received such opinions of counselother items, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case agreements or actions as the Administrative Agent or may reasonably request in order to effectuate the Lenders shall requesttransactions contemplated hereby.

Effectiveness of Amendment. This Seventh Amendment shall become effective on as of the first date (the “"Amendment Effective Date”") on whichwhich the Lenders shall have received each of the following documents (except that on the Amendment Effective Date, the effectiveness of Section 2 of this Amendment shall be retroactive to March 27, 1998: (a) each four copies of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing each Lender and the Lenders (including, without limitation, the New Lenders and the Departing Lender) shall have duly executed this Seventh AmendmentAgent; (b) the Administrative Agent shall have receivedAmended and Restated Revolving Credit Notes in the form attached hereto as ANNEX A, for dated the account Amendment Effective Date and duly executed and delivered by the Borrower in favor of each Lender requesting the same, a Note conforming to the requirements of the Credit Agreement and executed by a duly authorized officer of the BorrowerLender; (c) a certificate of the Secretary of the Borrower shall have paid having attached thereto the articles or certificate of incorporation and bylaws of the Borrower as in effect on the Amendment Effective Date attached thereto (or containing the certification of such Secretary that no amendment or modification of such articles or certificate or bylaws has become effective since the last date on which such documents were delivered to the Administrative Agent for Lenders pursuant to the account Loan Agreement), all corporate action, taken by the Borrower to authorize the execution, delivery and performance of each Lender (other than this Amendment, and to the Departing Lenderfurther effect that the incumbency certificate delivered in connection with the occurrence of the Effective Date remains in effect, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000unchanged; (d) a certificate of the president or any vice-president of the Borrower shall have paid stating that, to the best of his knowledge and based on an examination reasonably believed by him to be sufficient to enable him to make an informed statement, (i) after giving effect to the waiver set forth in Section 2 of this Amendment, all breakfunding costs (in accordance with Section 4.15 of the Credit Agreementrepresentations and warranties made or deemed to be made under the Loan Agreement are true and correct as of the date hereof, and (ii) incurred by each Lender after giving effect to the waiver set forth in connection with the operation of Section 2 aboveof this Amendment, no Default or Event of Default exists, and the Agent shall be satisfied as to the truth and accuracy thereof; (e) the Borrower shall have paid all Confirmation of Guarantors in the Lead Arranger’s, the Administrative Agent’s form attached hereto as ANNEX B duly executed and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; anddelivered by each Guarantor; (f) the Borrower shall have delivered to payment of an amendment fee in the Administrative Agent amount of $250,000; and (g) such opinions of counsel, authorization other documents and organizational documents, certificates of good standing, and all other documents, reports and information, in each case instruments as the Administrative Agent or the Lenders shall any Lender may reasonably request.

Effectiveness of Amendment. This Seventh Amendment shall Amendment, including the Amended and Restated Credit Agreement, will become effective on the first date (the “Restatement Effective Date”) on whichwhich each of the following conditions shall be satisfied: (a) each of the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender and the Lenders Agent (including, without limitation, the New Lenders and the Departing Lenderor its counsel) shall have duly executed received from (i) each Borrower, (ii) each Tranche D Term Lender and (iii) each Required Lender (as defined under the Existing Credit Agreement), either (A) counterparts of this Seventh Amendment signed on behalf of such parties or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment; (b) each Credit Party (other than the Foreign Credit Parties organized under the Laws of (i) the Cayman Islands and (ii) England and Wales in the United Kingdom, except for the UK Borrower and Compass Minerals (Europe) Limited) shall have executed and delivered to the Administrative Agent a reaffirmation agreement ratifying all the Security Documents to which it is a party, each in form and substance reasonably satisfactory to the Administrative Agent; (c) the representations and warranties set forth in Section 4 above shall be true and correct on and as of the Restatement Effective Date and the Administrative Agent shall have received a certificate from the US Borrower dated the Restatement Effective Date signed by an Authorized Officer certifying (i) that the representations and warranties set forth in Section 4 above are true and correct as of the Restatement Effective Date, (ii) that the requirements set forth in this Section 5 have been satisfied as of the Restatement Effective Date and (iii) the conditions precedent in clause (d) and (e) below have been satisfied as of the Restatement Effective Date; (d) on the Restatement Effective Date, there shall be no actions, suits, proceedings or investigations pending or threatened (i) with respect to this Amendment or the Transactions, (ii) with respect to the Existing Credit Agreement Indebtedness or (iii) that is reasonably likely to have (A) a Material Adverse Effect or (B) a material adverse effect on the Transactions, on the rights or remedies of the Lenders or the Administrative Agent hereunder or under any other Credit Document or on the ability of any Credit Party to perform its respective obligations to the Lenders or the Administrative Agent hereunder or under any other Credit Document; (e) on the Restatement Effective Date, (i) all necessary and material governmental (domestic and foreign), regulatory and third party approvals in connection with the Transactions, any Existing Credit Indebtedness or the transactions contemplated by the Documents and otherwise referred to herein or therein shall have been obtained and remain in full force and effect and, to the extent reasonably requested by the Administrative Agent, evidence thereof shall have been provided to the Administrative Agent and (ii) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon, or materially delaying, or making economically unfeasible, the consummation of the Transactions or the making of the Tranche D Term Loans; (f) the Administrative Agent shall have received opinions, addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Restatement Effective Date, in each case in form and substance reasonably satisfactory to the Administrative Agent, from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties, (ii) Fasken ▇▇▇▇▇▇▇▇▇ DuMoulin LLP, special Canada counsel to the Credit Parties, (iii) DLA Piper UK LLP, special English counsel to the Credit Parties, (iv) ▇▇▇▇▇ & ▇▇▇▇▇ Luxembourg, special Luxembourg counsel to the Credit Parties, (v) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, special Canada counsel to the Credit Parties, (vi) ▇▇▇▇▇▇▇▇ Chance Luxembourg, special Luxembourg counsel to the Administrative Agent, (vii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, special Canada counsel to the Administrative Agent, (viii) ▇▇▇▇▇ & Overy (UK), special English counsel to the Administrative Agent and (ix) local counsel to the Credit Parties in Illinois, Kansas, Louisiana, Utah and Wisconsin in the United States; (i) the Administrative Agent shall have received from each Credit Party (other than the Foreign Credit Parties organized under the Laws of (x) the Cayman Islands and (y) England and Wales in the United Kingdom, except for the UK Borrower and Compass Minerals (Europe) Limited) a certificate, dated the Restatement Effective Date, signed by an Authorized Officer of such Credit Party (or, in the case of any Foreign Credit Party, an authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), and attested to by the secretary or any assistant secretary of such Credit Party (or, in the case of any Foreign Credit Party, another authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), in substantially the form of Exhibit C of the Existing Credit Agreement with the appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents) of such Credit Party (the “Organizational Documents”) and the resolutions of such Credit Party referred to in such certificate and each of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent; provided that, in lieu of delivering the Organizational Documents required above, the Borrowers may deliver a certificate of an authorized signatory thereof certifying that the Organizational Documents that were previously delivered to the Administrative Agent in connection with the 2010 Transaction (A) are the true and correct copies of such Organizational Documents, (B) there have been no amendments to such Organizations Documents since such delivery and (C) are in full force and effect on the Restatement Effective Date and (ii) all Company and legal proceedings and all instruments and agreements in connection with the Transactions shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring-down certificates and any other records of Company proceedings and governmental approvals, if any, that the Administrative Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities; (h) the Administrative Agent shall have received a completed Perfection Certificate, dated the Restatement Effective Date and signed by an Authorized Officer of the US Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Credit Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 7.03 of the Amended and Restated Credit Agreement or have been, or substantially contemporaneously with the occurrence of the Restatement Effective Date will be, released; (i) the requirements set forth in Sections 3.09, 3.10, 3.11, 3.12 and 3.13 of the Amended and Restated Credit Agreement shall have been satisfied (with all references in such Sections to the “2010 Restatement Effective Date” being deemed to be referenced to the “2012 Restatement Effective Date”) by the prior execution and delivery of the relevant Security Document or supplement thereof; provided that the requirements set forth in Section 3.13 shall be deemed to satisfied if the amendments described in Section 2(b) are consummated on the date hereof and the US Borrower is in compliance with Section 6.11(b) of the Amended and Restated Credit Agreement; (j) the Administrative Agent shall have received from the US Borrower a Notice of Borrowing with respect to the Borrowing of the Tranche D Term Loans (it being agreed that the Tranche D Term Lenders party hereto waive compliance with the three-day notice requirements under Section 2.03 of the Amended and Restated Credit Agreement and it being understood that such notice will be deemed to permit Tranche D Term Loans to be made pursuant to Conversions in accordance with Section 3(c) hereof); (k) in accordance with Section 2.11(c) of the Existing Credit Agreement, the Administrative Agent shall have received, for the account of each Lender requesting the same, a Note conforming not later than 12:00 noon (New York City time) at least one Business Day prior to the requirements Restatement Effective Date, written notice from the US Borrower of its intent to effect the Credit Agreement Refinancing (including, in each case, the amount of prepayment with respect to each Tranche), and executed by a duly authorized officer of the Borrower; (c) the Borrower shall have paid arrangements reasonably satisfactory to the Administrative Agent shall be in place for the account Refinancing to be consummated substantially simultaneously with the funding of each Lender the Tranche D Term Loans and the Conversions on the Restatement Effective Date; (l) the Administrative Agent shall have received all documentation and other than information required by bank regulatory authorities under the Departing applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and requested at least five (5) business days prior to the Closing Date by the Administrative Agent or any Tranche D Term Lender; (m) the Administrative Agent shall have received payment from the US Borrower, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal for the accounts of the Tranche D Term Lenders, the Upfront Fees referred to or greater than $30,000,000 in Section 6 hereof and (ii) 0.40% if such Commitment is less than $30,000,000;for the accounts of the Prepaid Lenders, the amounts referred to in Section 3(b) hereof; and (dn) the Borrower Administrative Agent and its affiliates shall have paid received payment or reimbursement from the US Borrower, in immediately available funds, of all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’scosts, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable fees, out-of-pocket costs incurred expenses, compensation and other amounts then due and payable in connection with this Seventh Amendment or pursuant to the Amended and all due diligence in respect hereof; and (f) Restated Credit Agreement, including, to the Borrower shall have delivered extent invoiced, reasonable fees, disbursements and other charges of counsel to the Administrative Agent. The Administrative Agent such opinions shall notify the Borrowers and the Lenders of counsel, authorization and organizational documents, certificates of good standingthe Restatement Effective Date, and all other documentssuch notice shall be conclusive and binding. Notwithstanding the foregoing, reports the amendment and informationrestatement of the Existing Credit Agreement pursuant to this Agreement and the obligations of the Tranche D Term Lenders to make the Tranche D Term Loans shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 10.11 of the Amended and Restated Credit Agreement) at or prior to 5:00 p.m., New York City time, May 18, 2012 (and, in each case the event such conditions are not so satisfied or waived, the Tranche D Term Commitments shall terminate at such time). Notwithstanding the foregoing, if after the use by the Credit Parties of commercially reasonable efforts to cause the conditions relating to the collateral and guarantee matters set forth in clauses (b), (f), (h) or (i) hereof to be satisfied as of the Restatement Effective Date such condition is not satisfied as of the Restatement Effective Date, such conditions which are set forth on Schedule 5.24 to the Restated Credit Agreement shall not be a condition precedent to the effectiveness of this Amendment on the Restatement Effective Date, but shall be accomplished as promptly as practical after the Restatement Effective Date and in any event within the period specified on Schedule 5.24 of the Amended and Restated Credit Agreement or such later date as the Administrative Agent or the Lenders shall requestmay agree to in its reasonable discretion.

Effectiveness of Amendment. This Seventh Second Amendment and the commitments referenced herein shall become effective on the date (first written above when each of the “Effective Date”) on whichfollowing shall have occurred: (a) each Continuing Revolving Lender (other than any New Revolving Lender) and the Required Lenders have duly executed and delivered a counterpart of this Second Amendment and Holdings, the Borrower, Borrower and the other Loan Parties have delivered duly executed counterparts of this Second Amendment to the Administrative Agent, the Swing Line Lender, the Issuing Lender and the Lenders (including, without limitation, the New Lenders and the Departing Lender) shall have duly executed this Seventh Amendment; (b) the Administrative Agent shall have received, for the account of each Lender requesting the same, : (i) a Note conforming to the requirements certificate of the Credit Agreement and executed Borrower dated as of the date hereof signed by a duly authorized officer Responsible Officer of the Borrower certifying that (x) as of the date of and after giving effect to this Second Amendment, the representations and warranties contained in Section 7 of this Second Amendment are and shall be true and correct and (y) as of the date of and after giving effect to this Second Amendment, no Default or Event of Default exists or will exist; (ii) certified copies of the resolutions of the board of directors of the Borrower authorizing the Borrower to execute and deliver this Second Amendment and approving the transactions contemplated hereby; and (iii) an originally executed opinion of the Borrower;’s counsel in form and substance reasonably satisfactory to the Administrative Agent; and (c) the Administrative Agent has received payment from the Borrower shall have paid for any and all fees (including those fees set forth in Section 6(b) below) payable on or prior to the Administrative Agent for the account of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 date hereof and (ii) 0.40% if such Commitment is less than $30,000,000; (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’s, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred and expenses referenced in connection with this Seventh Amendment Section 9(c) hereof and all due diligence in respect hereof; and (f) the Borrower shall have delivered invoiced on or prior to the Administrative Agent such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and informationdate hereof, in each case relating to this Second Amendment; provided that the amendments set forth in Section 2 of this Second Amendment shall not be implemented until January 5, 2010 (such date, the “Second Amendment Implementation Date”), which shall be deemed to occur immediately prior to the Revolving Termination Date (as defined under the Administrative Agent or Credit Agreement before giving effect to this Second Amendment). Notwithstanding the Lenders foregoing, the Second Amendment Implementation Date shall requestbe deemed not to have occurred if the Borrower has not complied with its payment obligations set forth in Section 6(a) below.

Effectiveness of Amendment. This Seventh Eighth Amendment shall become effective on the date (the “Effective Date”) on whichwhich (a) the Administrative Agent shall have received, all in form and substance satisfactory to the Administrative Agent: (ai) this Eighth Amendment duly executed by each of the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender and the Lenders (including, without limitation, the New Lenders Lender) and the Departing Lender) shall have duly executed this Seventh AmendmentAdministrative Agent; (bii) a Note duly executed by the Administrative Agent Borrower, for each Lender which shall have receivedrequested a Note prior to the date hereof; (iii) such corporate authorization documents, opinions of counsel and certificates of good standing of the Borrower as the Required Lenders shall require; (iv) payment for the account of each Lender requesting the same, a Note conforming to the requirements applicable Lenders of the Credit Agreement and executed by a duly authorized officer of the Borrower; (c) the Borrower shall have paid to the Administrative Agent for the account of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000; (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 2.13 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (ev) a pro forma Borrowing Base Certificate (giving effect to the transactions contemplated under this Eighth Amendment), prepared as of a date not more than eight (8) Business Days prior to the Effective Date; (vi) evidence that there shall not have occurred a Material Adverse Effect since March 26, 2021; and (vii) such documentation as the Administrative Agent shall require (as recommended by local counsel to the Administrative Agent in each relevant jurisdiction) in respect of Collateral located in Switzerland; and (b) the Borrower shall have paid to the Administrative Agent in immediately available funds (i) all costs and expenses of the Lead Arranger’s, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs Agent incurred in connection with this Seventh Eighth Amendment (including, without limitation, the reasonable legal fees and all due diligence in respect hereof; and (f) the Borrower shall have delivered disbursements of counsel to the Administrative Agent for which an invoice shall have been provided), (ii) such opinions fees (which shall be fully earned when paid and non-refundable) for the sole account of counselRabobank (as an Increasing Lender) as are required to be paid on or prior to the date hereof pursuant to the Rabobank Fee Letter dated July 16, authorization 2021 between the Borrower and organizational documentsthe Administrative Agent, certificates (iii) such fees (which shall be fully earned when paid and non-refundable) for the sole account of good standingthe New Lender as are required to be paid on or prior to the date hereof pursuant to the New Lender Fee Letter dated July 16, 2021 between the Borrower and all other documents, reports and information, in each case as the Administrative Agent and (iv) such fees (which shall be fully earned when paid and non-refundable) for the sole account of Macquarie Bank Limited as are required to be paid on or prior to the Lenders shall requestdate hereof pursuant to the Macquarie Fee Letter dated July 16, 2021 between the Borrower and the Administrative Agent.

Effectiveness of Amendment. (a) This Seventh Amendment shall become effective on upon the date (satisfaction of the “Effective Date”) on which:following conditions, each in form and substance satisfactory to IFC: ​ (ai) the execution and delivery hereof by each of the BorrowerBorrower and IFC; (ii) acceptance of all the terms of this Amendment by all of the Participants in the B Loan under the Existing Loan Agreement (for the avoidance of doubt, without ​ ​ ​ further amendments to the Administrative Agent, the Swing Line Lender, the Issuing Lender IFC Financing Documents and the Lenders agreements entered into between IFC and the Participants); ​ (iii) payment by the Borrower to IFC of: ​ (A) the installment of principal of the B Loan payable on the Interest Payment Date falling on December 15, 2021, together with related accrued interest; ​ (B) the 2021 Upfront Fee; ​ (C) the fee payable pursuant to the 2021 Fee Letter; ​ (D) any past arrears of the Loan and any fees and expenses due under the Existing Loan Agreement, to the extent not paid in connection with paragraph (A) above, as notified to the Borrower by IFC; and (E) IFC’s and the Participants’ costs and expenses incurred in relation to this Amendment and the changes to the repayment schedule contemplated hereby, as notified to the Borrower by IFC (including, without limitationfor the avoidance of doubt, any applicable unwinding costs incurred by IFC and the Participants as a result of determining or implementing LIBOR for the Rolled-Over Interest Periods); and ​ (iv) IFC’s receipt, in form and substance satisfactory to it, of (A) a legal opinion addressed to IFC from counsel to the Borrower in the Country, covering the Argentine law matters relating to the transactions contemplated by this Amendment as IFC may reasonably request, and (B) a legal opinion addressed to IFC from Becker, Glynn, ▇▇▇▇▇▇, Chassin & ▇▇▇▇▇▇▇▇ LLP, IFC’s special counsel in New York, covering the New Lenders and York Law aspects of the Departing Lender) shall have duly executed transactions contemplated by this Seventh Amendment;Amendment as IFC may reasonably request. (b) the Administrative Agent IFC shall have received, for the account of each Lender requesting the same, deliver a Note conforming notice to the requirements Borrower confirming satisfaction of the Credit conditions under subsection (a) above. From and after the effectiveness thereof, the Existing Loan Agreement as hereby amended shall remain in full force and executed by a duly authorized officer of effect and is hereby ratified and confirmed in all respects. All references in the Borrower;Existing Loan Agreement to “herein,” the “Agreement,” or similar terms shall refer to the Existing Loan Agreement as amended hereby. (c) the Borrower shall have paid Any other provision hereof to the Administrative Agent for the account contrary notwithstanding, if this Amendment shall not have become effective by December 20, 2021, this Amendment shall be null and void and of each Lender (other than the Departing Lenderno further effect, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000; (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’s, the Administrative Agent’s and the Lenders’ fees Existing Loan Agreement shall remain in full force and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; and (f) the Borrower shall have delivered to the Administrative Agent such opinions of counseleffect, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case as the Administrative Agent or the Lenders shall requestunaffected hereby.

Effectiveness of Amendment. This Seventh The effectiveness of this Amendment shall become effective on is subject to the date (satisfaction, or waiver, of the “Effective Date”) on whichfollowing conditions: (a) the Administrative Agent shall have received this Amendment, duly executed by each of the BorrowerCredit Parties, the Administrative AgentAgent and each Lender; (b) (i) the Company, the Swing Line LenderHoldings, the Issuing Lender Ableco and the Lenders other parties to the Ableco Commitment Letter shall have entered into and closed the Replacement Term Loan DIP Facility on the terms and conditions set forth in the Ableco Commitment Letter and otherwise on terms and conditions satisfactory to the Administrative Agent in its sole discretion (including, without limitation, the New Lenders and the Departing Lender) shall have duly executed this Seventh Amendment; (b) an intercreditor agreement, between the Administrative Agent and Ableco in the same form as the existing Intercreditor Agreement other than changes thereto in the maximum amounts of the Revolving Credit Facility Cap Amount and the Term Loan Cap Amount (each as defined in the Intercreditor Agreement) to reflect (x) the amounts of the Revolving Commitments (as reduced in Section 1.1(a) of this Amendment) and (y) the Replacement Term Loan DIP Facility), (ii) the Company shall have received, for the account of each Lender requesting the same, a Note conforming to the requirements delivered executed copies of the Credit Agreement definitive documentation in connection with the Replacement Term Loan DIP Facility, and executed by a duly authorized officer (iii) certain of the Borrowerproceeds of the Replacement Term Loan DIP Facility shall have been used to repay in full and replace the Term Loan Obligations and to repay all outstanding Revolving Loans and Swing Line Loans; (c) the representations and warranties set forth in Section 4 hereof shall be true and correct in all material respects as of the Effective Date; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000; (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 aboveAmendment Fee; (e) the Borrower Collateral Agent shall have paid all a valid security interest in, and Lien on, 100% of the Lead Arranger’s, voting (and 100% of the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable outnon-ofvoting) Capital Stock of each first-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereoftier Foreign Subsidiary; and (f) the Borrower Bankruptcy Court shall have delivered approved, pursuant to one or more orders in form and substance satisfactory to the Administrative Agent such opinions in its sole discretion, (i) the terms of counselthis Amendment, authorization (ii) the payment of all fees and organizational documentsexpenses required to be paid by the Borrower hereunder or under the Credit Agreement, certificates including, without limitation, the Amendment Fee, (iii) the continuing Super Priority Nature of good standingObligations and Lenders’ Liens as set forth in Section 2.24 of the Credit Agreement and as more fully set forth and/or provided for in the Orders, and all other documents, reports and information, in each case as (iv) the Administrative Agent or the Lenders shall requestReplacement Term Loan DIP Facility.

Effectiveness of Amendment. This Seventh Amendment shall become effective on upon satisfaction of the date following conditions precedent (such date, the “First Amendment Effective Date”) on which:): (a) each receipt by the Administrative Agent of executed signature pages to this Amendment from (i) the Borrower, the Administrative Agent, Holding Company and each Guarantor that is party to the Swing Line Lender, Credit Agreement and (ii) the Issuing Lender and the Lenders (including, without limitation, the New Lenders and the Departing Lender) shall have duly executed this Seventh AmendmentRequired Refinancing Lenders; (b) receipt by the Administrative Agent of a certificate of each Obligor that is a party hereto, dated the First Amendment Effective Date and executed by its secretary or assistant secretary, which shall have receivedcertify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the transactions contemplated by this Amendment; (c) receipt by the Administrative Agent of the legal opinion of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.A., counsel for the Obligors and (ii) such other counsel of the Obligors reasonably satisfactory to the Administrative Agent, each in form and substance satisfactory to the Administrative Agent; (d) receipt by (i) the Lead Arranger and the Administrative Agent, for the account of each Lender requesting consenting Lender, the same, a Note conforming fees agreed to the requirements of the Credit Agreement and executed be paid to them by a duly authorized officer of the Borrower; (c) the Borrower shall have paid in connection with this Amendment and (ii) to the Administrative Agent for (or its affiliates) all reasonable fees and expenses, including reasonable fees and expenses of counsel to the account of each Lender (other than the Departing LenderAdministrative Agent, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal required to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied be paid or reimbursed by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000; (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation preparation, execution and delivery of Section 2 above;this Amendment (and, in the case of any such expenses, for which invoices in reasonable detail shall have been presented to the Borrower prior to the First Amendment Effective Date); and (e) the Borrower shall have paid all of the Lead Arranger’s, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; and (f) the Borrower shall have delivered to receipt by the Administrative Agent of such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case instruments as the Administrative Agent or its counsel may reasonably request relating to the Lenders shall requestorganization, existence and good standing of the Obligors, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent.

Effectiveness of Amendment. This Seventh Amendment shall become effective as of the date hereof on the first date (the “"Amendment Effective Date”") on whichwhich the Administrative Agent has received each of the following, each in form and substance satisfactory to the Administrative Agent (terms defined in the Loan Agreement as amended by this Amendment being used in this Section 2 as so defined) and in a number of copies (other than the allonges to the Notes) sufficient for each Lender: (a) 15 copies of this Amendment duly executed and delivered by each Borrower and each Lender and Charter; (b) an allonge to each Note outstanding under the Loan Agreement, duly executed and delivered by Charter; (c) an amendment to the WinsLoew Pledge Agreement duly executed and delivered by WinsLoew as to the Charter shares acquired pursuant to the Charter Purchase Agreement, together with any and all deliveries contemplated thereby; (d) results of the BorrowerUCC, tax, and judgment lien searches in respect of Charter and evidence, satisfactory to the Administrative Agent, that any Liens reflected therein have been discharged or that the Swing Line LenderAdministrative Agent is in possession of appropriate releases permitting it to effect such discharge; (e) Financing Statements signed by Charter in appropriate form for filing in each jurisdiction in which such a filing is required to perfect the Security Interest; (f) any landlord or mortgagee Lien subordination or waiver agreements as the Administrative Agent may request, duly executed and delivered by the Issuing Lender respective landlords or mortgagees; (g) a copy of the opinion letter of the Charter Sellers' counsel delivered pursuant to the provisions of the Charter Purchase Agreement, addressed to the Administrative Agent and the Lenders (including, without limitation, or accompanied by a letter of such counsel expressly permitting the New Lenders Administrative Agent and the Departing Lender) shall have duly executed this Seventh AmendmentLenders to rely on the opinions expressed therein; (bh) an opinion of counsel for the Borrowers as to the due authorization, execution and delivery of this Amendment and the other Loan Documents contemplated hereby to be delivered in connection with the effectiveness hereof by any Loan Party, as to the enforceability of this Amendment, the Loan Agreement as amended hereby and such other Loan Documents, and such other matters related to the Acquisition of Charter or such Loan Document as any Lender through the Administrative Agent may reasonably request; (i) a certificate of the Secretary of WinsLoew having attached thereto true and correct copies of the Charter Purchase Agreement and each other agreement, instrument, certificate and other document contemplated thereby to be delivered in connection with the consummation of the transactions contemplated thereby; (j) a certificate of the President of WinsLoew or a Financial Officer to the effect that the Acquisition of Charter has been consummated substantially in accordance with the terms of the Charter Purchase Agreement, without any waiver or modification of any material provision thereof, that after giving effect thereto and to this Amendment, the representations and warranties of the Borrowers set forth in the Loan Agreement are true and correct in all material respects (having attached to such certificate any modified Schedules required to make such statement true), without limiting the generality of the foregoing, a specific statement that the conditions set forth in Section 6.2 of the Loan Agreement to the making of any Acquisition Loan, have been satisfied as of the date of such certificate, and that no Default or Event of Default exists; (k) the Administrative Agent shall have received, for received evidence satisfactory to it that the account Trivest Investors have made an additional cash equity contribution to WinsLoew in an amount not less than $1,500,000 and that individual sellers under the Charter Purchase Agreement have continued/invested not less than $1,850,000 in WinsLoew in the form of each Lender requesting the same, a Note conforming to the requirements of the Credit Agreement and executed by a duly authorized officer of the Borrower;roll-over equity; and (cl) the Borrower shall have paid to such other agreements, certificates, instruments and other documents as any Lender through the Administrative Agent for may reasonably request (including, without being limited to, a collateral assignment of WinsLoew's rights and indemnities under the account of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000; (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Charter Purchase Agreement) incurred by each Lender in connection with the operation of Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’s, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; and (f) the Borrower shall have delivered to the Administrative Agent such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case as the Administrative Agent or the Lenders shall requesttransactions contemplated hereby.

Effectiveness of Amendment. This Seventh Amendment shall not become effective on until all of the date (the “Effective Date”) on whichfollowing conditions shall have been satisfied: (ai) the absence of any default or Event of Default under either of the Leases; (ii) the representations and warranties of the Lessees in Section 3 hereof shall be true and correct in all material respects at such time; (iii) concurrently with the effectiveness of this Amendment, the effectiveness of the Senior Credit Agreement in the form set forth as Exhibit B hereto, and the execution and delivery by each of the Borrowerparties identified in the Senior Credit Agreement of each of the security, collateral or pledge documents required by the Administrative Agent, Senior Credit Agreement as conditions to the Swing Line Lender, the Issuing Lender and the Lenders (including, without limitation, the New Lenders and the Departing Lender) shall have duly executed this Seventh Amendment“Amendment Effective Date” referred to therein; (biv) the Administrative Agent shall have received, for absence of a Default or an Event of Default as provided and defined in the account of each Lender requesting the same, a Note conforming to the requirements of the Senior Credit Agreement and executed by a duly authorized officer of the BorrowerAgreement; (cv) concurrently with the Borrower shall have paid effectiveness of this Amendment, the effectiveness of the Second Lien Credit Agreement in the form set forth as Exhibit C hereto, and the execution and delivery by each of the parties identified in the Second Lien Credit Agreement of each of the security, collateral or pledge documents required by the Second Lien Credit Agreement as conditions to the Administrative Agent for the account of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal “Amendment Effective Date” referred to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000therein; (dvi) concurrently with the Borrower shall have paid effectiveness of this Amendment, the consummation of all breakfunding costs (in accordance with Section 4.15 of transactions required pursuant to the Credit Agreement) incurred by each Lender Merger Agreement on the closing date thereunder, including the payment due in connection with the operation sale of Section 2 abovepreferred stock by the Parent on such closing date; (evii) the Borrower shall have paid all execution by each of the Lead Arranger’s▇▇▇▇▇ Fargo Bank Minnesota, the Administrative Agent’s National Association and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced General Electric Capital Corporation of an Acknowledgment, Consent & Waiver/Release Agreement in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereofform attached as Exhibit D hereto; and (fviii) the Borrower shall have delivered to absence of a Default or an Event of Default as provided and defined in the Administrative Agent such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case as the Administrative Agent or the Lenders shall request.Second Lien Credit Agreement;

Effectiveness of Amendment. This Seventh Amendment shall become effective as of the date hereof on the first date (the “Amendment Effective Date”) on which: (a) each of the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender and the Lenders (including, without limitation, the New Lenders and the Departing Lender) shall have duly executed this Seventh Amendment; (b) which the Administrative Agent shall have receivedreceived (a) from the Borrowers, for an extension fee in the account amount of each Lender requesting $356,250 in consideration of the same, extension of the Termination Date of the Loan Agreement effected hereby and a Note conforming consent fee in the amount of $400,000 in consideration of the other amendments to the requirements of Loan Agreement effected hereby, in each case to be shared ratably among the Credit Agreement Lenders in accordance with their respective Commitments, which fees shall be fully earned when paid and executed by a duly authorized officer of the Borrower; not subject to refund or rebate whatsoever, (cb) the Borrower shall have paid payment to the Administrative Agent and Fleet Capital Corporation of the amounts provided for in the account fee letter between the Borrowers and Administrative Agent and Fleet Capital Corporation, which fee shall be fully earned when paid and not be subject to refund or rebate whatsoever, and (c) each of the following, in form and substance satisfactory to the Administrative Agent: (i) eight copies of this Amendment duly executed and delivered by the Borrowers, the Required Lenders and the Administrative Agent; (ii) a certificate of the secretary or other Authorized Officer of each Lender of the Borrowers having attached thereto the organizational documents of such Borrower as in effect on the Amendment Effective Date (other than or containing the Departing Lendercertification of such secretary or Authorized Officer that no amendment or modification of such organizational documents has become effective since the last date on which such organizational documents were delivered to the Administrative Agent pursuant to the Loan Agreement), but all corporate action, including shareholders’ approval, if necessary, taken by such Borrower and/or its shareholders members to authorize the New Lendersexecution, delivery and performance of this Amendment, and to the further effect that the incumbency certificate last delivered to the Lenders under the Loan Agreement remains in effect, unchanged; (iii) a fully earnedcertificate of an Authorized Officer of Syratech stating that, non-refundable upfront fee in immediately available funds, in to the best of his knowledge and based on an amount for each Lender equal examination reasonably believed by him to such Lender’s Commitment (be sufficient to enable him to make an informed statement after giving effect to this Seventh Amendment, (A) multiplied by all of the representations and warranties made or deemed to be made under the Loan Agreement are true and correct as of the date hereof, and (iB) 0.65% if such Commitment no Default or Event of Default has occurred and is equal continuing as of the date hereof, and the Administrative Agent shall be satisfied as to or greater than $30,000,000 the truth and (ii) 0.40% if such Commitment is less than $30,000,000accuracy thereof; (div) an opinion of counsel to the Borrower shall have paid all breakfunding costs (Borrowers in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’s, form and substance satisfactory to the Administrative Agent’s Agent and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereofits counsel; and (fv) the Borrower shall have delivered to such other documents and instruments as any Lender, acting through the Administrative Agent such opinions of counselAgent, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case as the Administrative Agent or the Lenders shall may reasonably request.

Effectiveness of Amendment. This Seventh Amendment shall become effective on the first date (the “"Amendment Effective Date”") on whichwhich the Agent has received each of the following, each in form and substance satisfactory to the Agent and the Required Lenders: (a) each seven copies of the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender and the Lenders (including, without limitation, the New Lenders and the Departing Lender) shall have this Amendment duly executed this Seventh Amendmentand delivered by the Borrower and each Lender; (b) the Administrative Agent shall have received, for Subsidiary Guaranty duly executed and delivered by the account of each Lender requesting the same, a Note conforming to the requirements of the Credit Agreement and executed by a duly authorized officer of the BorrowerSubsidiary Guarantor; (c) a Subsidiary Security Agreement (the Borrower shall have paid to "Subsidiary Security Agreement") duly executed and delivered by the Administrative Agent for the account of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000Subsidiary Guarantor; (d) an amendment to the Borrower shall have paid Pledge Agreement duly executed and delivered by the Borrower, together with any and all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 abovedeliveries contemplated thereby; (e) results of UCC, tax, and judgment lien searches in respect of the Subsidiary Guarantor and evidence, satisfactory to the Agent, that any Liens reflected therein have been discharged or that the Agent is in possession of appropriate releases permitting it to effect such discharge; (f) Financing Statements signed by the Subsidiary Guarantor in appropriate form for filing in each jurisdiction in which such a filing is required to perfect the security interests purported to be created by the Subsidiary Security Agreement; (g) any landlord or mortgagee Lien subordination or waiver agreements as the Agent may request, duly executed and delivered by the respective landlords or mortgagees; (h) a copy of the opinion letter of Sellers' counsel delivered pursuant to the provisions of the Stock Purchase Agreement, addressed to the Agent and the Lenders or accompanied by a letter of such counsel expressly permitting the Agent and the Lenders to rely on the opinions expressed therein; (i) a Subordination Agreement with respect to the obligations of the Borrower shall have paid all pursuant to Section 2.5 of the Lead Arranger’sStock Purchase Agreement, duly executed by the Administrative Agent’s Borrower and The Sellers' Representative (as defined in the Stock Purchase Agreement); (j) an opinion of counsel for the Borrower as to the due authorization, execution and delivery of this Amendment and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred other Loan Documents contemplated hereby to be delivered in connection with the effectiveness hereof by the Borrower or the Subsidiary Guarantor, as to the enforceability of this Seventh Amendment Amendment, the Loan Agreement as amended hereby and such other Loan Documents, and such other matters related to the Acquisition of the Subsidiary Guarantor or such Loan Document as any Lender through the Agent may reasonably request; (k) a certificate of the Secretary of the Borrower having attached thereto true and correct copies of the Stock Purchase Agreement and each other agreement, instrument, certificate and other document contemplated thereby to be delivered in connection with the consummation of the transactions contemplated thereby; (l) a certificate of the Chief Operating Officer or the Chief Financial Officer of the Borrower to the effect that the Acquisition of the Subsidiary Guarantor has been consummated substantially in accordance with the terms of the Stock Purchase Agreement, without any waiver or modification of any material provision thereof, that after giving effect thereto and to this Amendment, the representations and warranties of the Borrower set forth in the Loan Agreement are true and correct in all due diligence in respect hereofmaterial respects and that no Default or Event of Default exists; and (fm) such other agreements, certificates, instruments and other documents as any Lender through the Borrower shall have delivered to Agent may reasonably request in connection with the Administrative Agent such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case as the Administrative Agent or the Lenders shall requesttransactions contemplated hereby.

Effectiveness of Amendment. This Seventh Amendment and the amendments contained herein shall become effective on the date (the “Second Amendment Effective Date”) on whichwhen each of the conditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) each The Administrative Agent shall have received an executed copy of the Karta Stock Purchase Agreement, and all other documents, agreements and instruments related thereto, as well as copies of the cancelled stock certificates of the holders of the outstanding stock of Karta immediately prior to the consummation of the Karta Transaction, and the new stock certificate issued by Karta to NCI Virginia. (b) The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of each Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender Agent and the Lenders (includingRevolving Credit Lenders, without limitation, the New Lenders and the Departing Lender) shall have Assumption Agreement, duly executed this Seventh Amendment; (b) the Administrative Agent shall have received, for the account and delivered on behalf of each Lender requesting the same, a Note conforming to the requirements of the Credit Agreement and executed by a duly authorized officer of the Borrower;Karta. (c) the Borrower The Borrowers shall have paid executed and delivered to the Administrative Agent for new Revolving Notes in the account respective amounts of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000;Revolving Commitment. (d) the Borrower No event shall have paid all breakfunding costs (in accordance with Section 4.15 occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the Credit Agreement) incurred by each Lender in connection with the operation requirement that notice be given or that a period of Section 2 above;time elapse, or both, and no Default or Event of Default shall have occurred and be continuing nor shall result from any Additional Revolving Commitment Amount. (e) the Borrower shall have paid all All representations and warranties of the Lead Arranger’s, Borrowers contained in the Administrative Agent’s Loan Agreement shall be true and correct in all material respects at the Lenders’ fees Second Amendment Effective Date as if made on and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh as of such Second Amendment and all due diligence in respect hereof; andEffective Date. (f) the Borrower The Borrowers shall have delivered to the Administrative Agent such opinions (1) certified copies of counselevidence of all corporate and company actions taken by the Borrowers to authorize the execution and delivery of this Amendment, authorization and, in the case of Karta, the Assumption Agreement, (2) certified copies of any amendments to the articles or certificate of incorporation, bylaws, partnership certificate and operating agreement of the Borrowers since the date of the Loan Agreement, and, in the case of Karta, copies of the articles or certificate of incorporation and bylaws (or comparable organizational documents) of Karta, certificates (3) a certificate of good standingincumbency for the officers or other authorized agents or partners of the Borrowers executing this Amendment, and all other documents, reports and information, in each case (4) such additional supporting documents as the Administrative Agent or counsel for the Lenders shall Administrative Agent reasonably may request. (g) All of the conditions in Section 8.2 of the Loan Agreement with respect to the Borrowers, and in Section 8.3 of the Loan Agreement with respect to Karta, shall have been satisfied. (h) The Administrative Agent shall have received (1) an accounts receivable aging and a contract status and backlog report for the most recent fiscal quarter, in form and substance satisfactory to the Administrative Agent, (2) the financial statements of the Company for the period ended on March 31, 2007, and (3) a Covenant Compliance Certificate for the period ending March 31, 2007, but dated as of the Second Amendment Effective Date and giving effect to any Revolving Loans disbursed on such date, and certifying that no Default or Event of Default exists as of the Second Amendment Effective Date, nor would any Default or Event of Default occur after giving effect to the Karta Transaction. (i) All documents delivered pursuant to this Amendment must be of form and substance satisfactory to the Administrative Agent and its counsel, and all legal matters incident to this Amendment must be satisfactory to the Administrative Agent’s counsel.

Effectiveness of Amendment. This Seventh Amendment shall become effective on as of the date hereof (the “Amendment Effective Date”) on whichupon satisfaction of the following conditions precedent: (a) The Administrative Agent (or its counsel) shall have received from Holdings, the Tranche A Borrower and each Lender party to the Existing Bridge Credit Agreement a counterpart of this Amendment, signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment); (b) The Administrative Agent shall have received a final executed copy of (i) the Acquisition Agreement Amendment, which shall be in form and substance reasonably satisfactory to the Arrangers, and (ii) the Amendment No. 1 to the Amended Credit Agreement dated as of the date hereof among the parties thereto; (c) The Administrative Agent shall have received a certificate, dated as of the Amendment Effective Date and signed on behalf of the Tranche A Borrower by a Responsible Officer or a Financial Officer of the Tranche A Borrower, confirming (i) that all representations and warranties set forth in this Amendment and the other Loan Documents as amended by this Amendment are true and correct in all material respects on and as of the Amendment Effective Date after giving effect to this Amendment, except that (A) to the extent that any such representation or warranty is stated to relate solely to an earlier date, such certificate shall confirm that such representation or warranty is true and correct in all material respects as of such earlier date and (B) with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, such certificate shall confirm that such representation or warranty is true and correct in all respects; and (ii) no Default or Event of Default exists and is continuing on the Amendment Effective Date after giving effect to this Amendment; (d) The Lenders, the Administrative Agent, the Swing Line Lender, the Issuing Lender and the Lenders Arrangers shall have received all fees and expenses required to be paid by the applicable Loan Parties (including, without limitation, the New Lenders reasonable and documented out-of-pocket fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Departing LenderAdministrative Agent) for which invoices have been presented to the Tranche A Borrower at least 3 Business Days prior to the Amendment Effective Date (or such later date as the Tranche A Borrower shall have duly executed this Seventh Amendment;permit in its reasonable discretion); and (be) the The Administrative Agent shall have received, received an amendment fee for the account of each Lender requesting the same, a Note conforming to the requirements of the Credit Agreement and executed by a duly authorized officer of the Borrower; (c) the Borrower shall have paid to the Administrative Agent for the account of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, party hereto in an amount for each Lender equal to 0.10% of such Lender’s Tranche B Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000; (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 as of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’s, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; and (f) the Borrower shall have delivered to the Administrative Agent such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case as the Administrative Agent or the Lenders shall requestEffective Date.

Effectiveness of Amendment. This Seventh Amendment shall become be effective on as of the first date (the “"Amendment No. 8 Effective Date”") on whichwhich each of the following conditions precedent is satisfied, in form and substance satisfactory to the Agent, unless satisfaction thereof is specifically waived in writing by the Agent: (a) The Agent has received each of the Borrowerfollowing (notice of the acceptance of which is hereby waived), each in form and substance satisfactory to the Administrative Agent: (i) four (4) copies of this Amendment duly executed and delivered by each Borrower and the Lender; (ii) the fee described in paragraph 4, below; (iii) a Term Note D in the amount of $2,350,000 in the form of Annex A attached hereto and a Term Note E in the amount of $1,000,000 in the form of Annex B attached hereto, each with appropriate insertions and completions; (iv) the Mortgage for the Real Estate comprising the Bluffton Facility (the "Bluffton Real Estate"), duly executed and in proper form for recording; (v) a fully paid mortgagee title insurance policy or, at the option of the Agent, an unconditional commitment for the Swing Line Lenderissuance thereof with all requirements and conditions to the issuance of the final policy deleted or marked satisfied, issued by a title insurance company satisfactory to the Issuing Lender Agent, in an amount equal to not less than $2,000,000, insuring that the Mortgage creates a valid first lien on the Bluffton Real Estate described therein, with no survey exceptions and no other exceptions which the Lenders Agent shall not have approved in writing; (vi) such materials and information concerning the Bluffton Facility as the Agent may require, including, without limitation, (a) a current and accurate survey satisfactory to the New Lenders Agent of the Bluffton Real Estate, certified to the Agent and showing the location of any flood hazard area thereon, (b) zoning letters as to the zoning status of the Bluffton Real Estate, (c) certificates of occupancy covering the Bluffton Real Estate, (d) owner's affidavits as to such matters relating to the Bluffton Real Estate as the Agent or the issuer of any mortgagee title insurance commitment or policy may request, and (e) a Phase II environmental assessment report disclosing results satisfactory to the Agent; (vii) a signed opinion of Blackwell Sanders Peper Martin ▇▇▇, ▇▇▇▇se▇ ▇▇r the Borrowers and the Departing Guarantors, in form and substance satisfactory to the Agent and of such local counsel for the Borrowers and the Guarantors as may be required, opining as to such matters in connection with the transactions contemplated by this Amendment as the Agent may reasonably request; (viii) a certificate of the Secretary or Assistant Secretary of each Borrower and each Guarantor, having attached thereto the articles of incorporation, by-laws and shareholders agreements, if any, of such Person (or, if applicable, containing the certification of such Secretary or Assistant Secretary that no amendment or modification of such organizational documents has become effective since the date on which such documents were last delivered to the Agent and the Lender), that all corporate or action, including shareholders' approval, if necessary, has been taken by such Person and its shareholders to authorize the execution, delivery and performance of this Amendment and the other agreement, instruments and documents contemplated hereby and containing the names and specimen signatures of each of the officers of such Person who is authorized to and will execute and deliver this Amendment and the other agreements, instruments and documents contemplated hereby or, if applicable, to the further effect that the incumbency certificate most recently delivered to the Agent and the Lender remains in effect, unchanged; (ix) shall have duly executed this Seventh Amendment;such other agreements, certificates, instruments and other documents as the Lender or the Agent may reasonably request in connection with the transactions contemplated hereby. (b) the Administrative Agent No action, proceeding, investigation, regulation or legislation shall have receivedbeen instituted, for the account of each Lender requesting the samethreatened or proposed before any court, a Note conforming governmental agency or legislative body to the requirements enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of the Credit Agreement and executed by a duly authorized officer Loan Documents or the consummation of the Borrowertransactions contemplated thereby; (c) the Borrower No event shall have paid occurred and no condition shall exist which is materially adverse, in the Lender's sole discretion, to the Administrative Agent for the account assets, liabilities, businesses, operations, condition (financial or otherwise) or prospects of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000;any Borrower; and (d) the Borrower shall have paid all breakfunding costs (All conditions precedent set forth in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation of this Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’sare satisfied on or before June 3, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; and (f) the Borrower shall have delivered to the Administrative Agent such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case as the Administrative Agent or the Lenders shall request2005.

Effectiveness of Amendment. This Seventh Amendment shall become effective on upon satisfaction of the date following conditions precedent (such date, the “Second Amendment Effective Date”) on which:): (a) each receipt by the Administrative Agent of executed signature pages to this Amendment from (i) the Borrower, the Administrative Agent, Holding Company and each Guarantor that is party to the Swing Line Lender, Credit Agreement and (ii) the Issuing Lender and the Lenders (including, without limitation, the New Lenders and the Departing Lender) shall have duly executed this Seventh AmendmentRequired Refinancing Lenders; (b) receipt by the Administrative Agent of a certificate of each Obligor that is a party hereto, dated the Second Amendment Effective Date and executed by its secretary or assistant secretary, which shall have receivedcertify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the transactions contemplated by this Amendment; (c) receipt by the Administrative Agent of the legal opinion of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.A., counsel for the Obligors and (ii) such other counsel of the Obligors reasonably satisfactory to the Administrative Agent, each in form and substance satisfactory to the Administrative Agent; (d) receipt by (i) the Lead Arranger and the Administrative Agent, for the account of each Lender requesting consenting Lender, the same, a Note conforming fees agreed to the requirements of the Credit Agreement and executed be paid to them by a duly authorized officer of the Borrower; (c) the Borrower shall have paid in connection with this Amendment and (ii) to the Administrative Agent for (or its affiliates) all reasonable fees and expenses, including reasonable fees and expenses of counsel to the account of each Lender (other than the Departing LenderAdministrative Agent, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal required to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied be paid or reimbursed by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000; (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation preparation, execution and delivery of Section 2 above;this Amendment (and, in the case of any such expenses, for which invoices in reasonable detail shall have been presented to the Borrower prior to the Second Amendment Effective Date); and (e) the Borrower shall have paid all of the Lead Arranger’s, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; and (f) the Borrower shall have delivered to receipt by the Administrative Agent of (i) such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case instruments as the Administrative Agent or its counsel may reasonably request relating to the Lenders organization, existence and good standing of the Obligors, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and (ii) a certificate, signed by a senior officer of the Borrower and each other Obligor, as of the Second Amendment Effective Date, which shall request(x) confirm compliance with Section 5.03(a) of the Existing Credit Agreement and (y) certify that no Default or Event of Default shall have occurred or be continuing.

Effectiveness of Amendment. (a) This Seventh Amendment shall become effective on the date (the “Effective Date”) on whichwhich (a) the Administrative Agent shall have received, all in form and substance satisfactory to the Administrative Agent: (ai) this Seventh Amendment duly executed by each of the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender and the Lenders (including, without limitation, the New Lenders Lender and the Departing Lender) shall have duly executed this Seventh Amendmentand the Administrative Agent; (bii) upon request, a Note duly executed by the Borrower in favor of the New Lender and each Increasing Lender, reflecting the new or increased (as applicable) Revolving Line Portion effected hereunder; (iii) the Seventh Amendment Fee Letter - Lenders, dated on or around the date hereof, between the Administrative Agent shall have receivedand the Borrower (the “Seventh Amendment Fee Letter - Lenders”), for the account of each Lender requesting the same, a Note conforming to the requirements of the Credit Agreement and duly executed by a duly authorized officer of the Borrower; (iv) the Seventh Amendment Fee Letter – Agent, dated on or around the date hereof, between the Administrative Agent and the Borrower (the “Seventh Amendment Fee Letter – Agent”), duly executed by the Borrower; and (v) such corporate authorization documents and opinions of counsel as the Required Lenders shall require. (b) The Borrower shall have paid to the Administrative Agent in immediately available funds, (i) for the account of the applicable Lenders, the fees set forth in the Seventh Amendment Fee Letter – Lenders, (ii) for its own account, the fees set forth in the Seventh Amendment Fee Letter – Agent, which are required to be paid on or prior to the Effective Date and (iii) all costs and expenses of the Administrative Agent incurred in connection with this Seventh Amendment (including, without limitation, the reasonable legal fees and disbursements of counsel to the Administrative Agent for which an invoice shall have been provided). (c) the The Borrower shall have paid to the Administrative Agent for the account of each Lender the applicable Lenders (other than including, without limitation, the Departing Lender), but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000; (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 2.13 of the Credit Agreement) incurred by each Lender (including, without limitation, the Departing Lender) in connection with the operation of Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’s, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; and (f) the Borrower shall have delivered to the Administrative Agent such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case as the Administrative Agent or the Lenders shall request.

Effectiveness of Amendment. This Seventh Amendment and the amendments contained herein shall become effective on the date (the “Amendment Effective Date”) on whichwhen each of the conditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment and all other Loan Documents or other documents, instruments and certificates required hereby or thereby (collectively, the “Modification Documents”), each duly executed and delivered on behalf of the BorrowerBorrowers parties thereto, the Administrative Agent, the Swing Line Lender, the Issuing Lender and the Lenders (including, without limitation, the New Lenders and the Departing Lender) shall have duly executed this Seventh Amendment;as applicable. (b) the Administrative Agent No event shall have receivedoccurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the account requirement that notice be given or that a period of each Lender requesting the sametime elapse, a Note conforming to the requirements of the Credit Agreement and executed by a duly authorized officer of the Borrower;or both. (c) All representations and warranties of the Borrower Borrowers contained in the Loan Agreement shall have paid be true and correct in all material respects (or, if qualified by materiality, in all respects) at the Amendment Effective Date as if made on and as of such Amendment Effective Date (except that any representation or warranty relating to any financial statements shall be deemed to be applicable to the financial statements most recently delivered to the Administrative Agent for in accordance with the account provisions of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000;Loan Documents). (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’s, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; and (f) the Borrower The Borrowers shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrowers to authorize the execution and delivery of the Modification Documents, (2) certified copies of any amendments to the articles or certificate of incorporation, organization or formation, bylaws, partnership certificate and operating agreement of the Borrowers since the date of the Loan Agreement, (3) a certificate of incumbency for the officers or other authorized agents or partners of the Borrowers executing the Modification Documents and (4) such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case additional supporting documents as the Administrative Agent or counsel for the Lenders shall Administrative Agent reasonably may request. (e) The Borrowers shall have paid the fees and expenses required to be paid by Section 9 of this Amendment. (f) All documents delivered pursuant to the Modification Documents must be of form and substance satisfactory to the Administrative Agent and its counsel, and all legal matters incident to this Amendment must be satisfactory to the Administrative Agent’s counsel.

Effectiveness of Amendment. This Seventh Amendment shall become effective on (the date (on which such conditions shall have been satisfied, the “Effective Effectiveness Date”) on whichupon the occurrence of the following conditions: (ai) each the IPO shall have been completed by February 14, 2008 (it is to be noted that the reorganization transactions contemplated in the S-1, completion of the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender IPO and the Lenders (including, without limitation, the New Lenders and the Departing Lender) shall have duly executed effectiveness of this Seventh AmendmentAmendment will be deemed to be simultaneous events); (bii) the Administrative Agent shall have received, on behalf of the Lenders, a prepayment of principal in the amount of $150,000,000 in connection with the IPO; (iii) the Administrative Agent shall have been paid and reimbursed, pursuant to Section 10.5 of the Credit Agreement, for all reasonable costs and expenses (including, without limitation, reasonable fees of counsel) due and owing in connection with the account Credit Agreement and the negotiation, preparation, execution and delivery of this Amendment and all other documents and instruments delivered in connection herewith; (iv) the Administrative Agent shall have received a copy of a fully executed Holdings Agreement, executed and delivered by Holdings, in form and substance reasonably satisfactory to the Administrative Agent; (v) the Administrative Agent shall have received any Uniform Commercial Code financing statement, in proper form for filing, registration or recordation, required by the Holdings Agreement or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded to perfect the security interest the Capital Stock of the Borrower being pledged to the Collateral Agent under the Holdings Agreement; (vi) the Administrative Agent shall have received any Uniform Commercial Code financing statement amendment and any amendments to the Security Documents, in proper form for filing, registration or recordation, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to change the name of the Borrower from Virgin Mobile USA, LLC to Virgin Mobile USA, L.P.; (vii) the Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions where assets of each Lender requesting of the sameBorrower and Holdings are located, a Note conforming to and such search shall reveal no liens on any of the requirements assets of each of the Borrower and Holdings except for liens permitted by Section 7.3 of the Credit Agreement or discharged on or prior to the Effectiveness Date pursuant to documentation reasonably satisfactory to the Administrative Agent; (viii) the Administrative Agent shall have received the legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower and executed its Subsidiaries, in a form reasonably satisfactory to the Administrative Agent; (ix) the Administrative Agent shall have received (a) copies of the Tax Receivable Agreements, which shall not have changed in any material and adverse manner to the Lenders from the drafts of such agreements sent to the Administrative Agent on the date hereof, unless consented to by the Administrative Agent, and (b) a duly authorized officer copy of the Limited Partnership Agreement of the Borrower, which shall not have changed in any material and adverse manner to the Lenders from the draft of such agreement sent to the Administrative Agent on the date hereof, unless consented to by the Administrative Agent; (cx) the Administrative Agent shall have received (a) a certificate of each of the Borrower and Holdings, dated the Effectiveness Date, substantially in the form of Exhibit F to the Credit Agreement, with appropriate insertions and attachments, including the certificate of formation of each of the Borrower and Holdings certified by the relevant authority of the jurisdiction of organization of each of the Borrower and Holdings and resolutions of the partners of each of the Borrower and Holdings and (b) a long form good standing certificate for each of the Borrower and Holdings from its jurisdiction of organization; (xi) the Consent Fee shall have been paid in accordance with Section 14 hereto; (xii) the Administrative Agent and the Borrower shall have paid to received counterparts of this Amendment duly executed by the Borrower, the Administrative Agent for and the account Required Lenders by no later than September 21, 2007; it being understood that this Amendment and the consents set forth herein shall terminate and be of each Lender (other than no force and effect if by September 21, 2007, the Departing LenderAdministrative Agent and the Borrower shall not have received counterparts of this Amendment duly executed by the Borrower, but including the New Administrative Agent and the Required Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000;; and (dxiii) the Administrative Agent and the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 received counterparts of the Credit Agreement) incurred this Amendment duly executed by each Lender in connection with the operation of Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’sVirgin Mobile USA, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; and (f) the Borrower shall have delivered to the Administrative Agent such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case as the Administrative Agent or the Lenders shall request.Inc.

Effectiveness of Amendment. This Seventh Sixth Amendment shall become effective on the date (the “Effective Date”) on whichwhich (a) the Administrative Agent shall have received, all in form and substance satisfactory to the Administrative Agent: (ai) this Sixth Amendment duly executed by each of the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender and the Lenders (including, without limitation, the New Departing Lenders and the Departing LenderNew Lenders) shall have duly executed this Seventh Amendmentand the Administrative Agent; (bii) a Note duly executed by the Administrative Agent Borrower, for each Lender which shall have receivedrequested a Note prior to the date hereof; (iii) such corporate authorization documents, opinions of counsel and certificates of good standing of the Borrower as the Required Lenders shall require; (iv) payment for the account of each Lender requesting the same, a Note conforming to the requirements applicable Lenders of the Credit Agreement and executed by a duly authorized officer of the Borrower; (c) the Borrower shall have paid to the Administrative Agent for the account of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000; (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 2.13 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (ev) a pro forma Borrowing Base Certificate (giving effect to the transactions contemplated under this Sixth Amendment), prepared as of a date not more than eight (8) Business Days prior to the Effective Date; (vi) UCC lien searches for the Borrower shall have paid all from the State of the Lead Arranger’sDelaware, disclosing no Liens other than those in favor of the Administrative Agent’s , and Permitted Encumbrances, and other searches as requested by the Lenders’ fees ; (vii) evidence that there shall not have occurred a Material Adverse Effect since December 31, 2020; (viii) written evidence of the termination of (i) each metals lease between the Borrower and Natixis, (ii) any liens securing such metals leases, (iii) each UCC financing statement filed by Natixis in respect thereof naming the Lead Arranger’s Borrower as the debtor thereunder and (iv) the Intercreditor Agreement dated as of August 15, 2018 (as amended, supplemented or otherwise modified from time to time) between the Administrative Agent’s legal fees invoiced in reasonable detail Agent and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereofNatixis; and (fix) such documentation as the Borrower Administrative Agent shall have delivered require (as recommended by local counsel to the Administrative Agent such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case relevant jurisdiction) in respect of Collateral located in Mexico,1 Switzerland and Germany and other jurisdictions, as the Administrative Agent or the Lenders shall request.applicable; and

Effectiveness of Amendment. This Seventh Amendment and the amendments contained herein shall become effective on the date (the “Amendment Effective Date”) on whichwhen each of the conditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment and all other Loan Documents or other documents, instruments and certificates required hereby or thereby (collectively, the “Modification Documents”), each duly executed and delivered on behalf of the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender Borrower and the Lenders (includingother Loan Parties parties thereto, without limitation, the New Lenders and the Departing Lender) shall have duly executed this Seventh Amendment;as applicable. (b) the Administrative Agent No event shall have receivedoccurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the account requirement that notice be given or that a period of each Lender requesting the sametime elapse, a Note conforming to the requirements of the Credit Agreement and executed by a duly authorized officer of the Borrower;or both. (c) All representations and warranties of the Borrower Borrowers contained in the Loan Agreement shall have paid be true and correct in all material respects (or, if qualified by materiality, in all respects) at the Amendment Effective Date as if made on and as of such Amendment Effective Date (except that any representation or warranty relating to any financial statements shall be deemed to be applicable to the financial statements most recently delivered to the Administrative Agent for in accordance with the account provisions of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000;Loan Documents). (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’s, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; and (f) the Borrower The Borrowers shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrowers to authorize the execution and delivery of the Modification Documents, (2) certified copies of any amendments to the articles or certificate of incorporation, organization or formation, bylaws, partnership certificate and operating agreement of the Borrowers since the date of the Loan Agreement, (3) a certificate of incumbency for the officers or other authorized agents or partners of the Borrowers executing the Modification Documents and (4) such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case additional supporting documents as the Administrative Agent or counsel for the Lenders shall Administrative Agent reasonably may request. (e) The Borrowers shall have paid the fees and expenses required to be paid by Section 9 of this Amendment. (f) All documents delivered pursuant to the Modification Documents must be of form and substance satisfactory to the Administrative Agent and its counsel, and all legal matters incident to this Amendment must be satisfactory to the Administrative Agent’s counsel.

Effectiveness of Amendment. This Seventh Section 1 of this Amendment shall become effective on as of the first date (the “"Amendment Effective Date”") on which:which the Lenders shall have received four copies each of the following documents (except that on the Amendment Effective Date, the effectiveness of the "Applicable Margin" definition, as amended herein, shall be retroactive to October 1, 1997 and the effectiveness of Section 2 of this Amendment shall be retroactive to November 14, 1997): (a) each of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing each Lender and the Lenders (including, without limitation, the New Lenders and the Departing Lender) shall have duly executed this Seventh AmendmentAgent; (b) a certificate of the Administrative Agent shall have received, for Secretary of the account Borrower having attached thereto the articles or certificate of each Lender requesting incorporation and bylaws of the same, a Note conforming Borrower as in effect on the Amendment Effective Date attached thereto (or containing the certification of such Secretary that no amendment or modification of such articles or certificate or bylaws has become effective since the last date on which such documents were delivered to the requirements Lenders pursuant to the Loan Agreement), all corporate and partnership action, including shareholders' or partners' approval, if necessary, taken by the Borrower and/or its shareholders or partners to authorize the execution, delivery and performance of this Amendment, and to the further effect that the incumbency certificate delivered in connection with the occurrence of the Credit Agreement and executed by a duly authorized officer of the BorrowerEffective Date remains in effect, unchanged; (c) a certificate of the president or any vice-president of the Borrower shall have paid stating that, to the Administrative Agent for the account best of each Lender his knowledge and based on an examination reasonably believed by him to be sufficient to enable him to make an informed statement, (other than the Departing Lender, but including the New Lendersi) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to the waiver set forth in Section 2 of this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal , all of the representations and warranties made or deemed to or greater than $30,000,000 be made under the Loan Agreement are true and correct as of the date hereof, and (ii) 0.40% if such Commitment is less than $30,000,000after giving effect to the waiver set forth in Section 2 of this Amendment, no Default or Event of Default exists, and the Agent shall be satisfied as to the truth and accuracy thereof; (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 Confirmation of the Credit Agreement) incurred Guarantors attached hereto as ANNEX A duly executed and delivered by each Lender in connection with the operation of Section 2 aboveGuarantor; (e) the Borrower shall have paid all payment of an amendment fee in the Lead Arranger’s, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail amount of $50,000 and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereofaccrued interest resulting from the amendment to the Applicable Margin; and (f) the Borrower shall have delivered to the Administrative Agent such opinions of counsel, authorization other documents and organizational documents, certificates of good standing, and all other documents, reports and information, in each case instruments as the Administrative Agent or the Lenders shall any Lender may reasonably request.

Effectiveness of Amendment. This Seventh Notwithstanding any other provision of this Amendment shall become effective on and without affecting in any manner the date (rights of the “Effective Date”) on whichLenders hereunder, it is understood and agreed that: (a) each the amendment being made by Sections 4 and 7 of this Amendment shall not become effective, and the BorrowerBorrower shall have no rights under this Amendment with respect to Sections 4 and 7, until the Administrative AgentAgent shall have received (i) reimbursement or payment of its costs and expenses incurred in connection with the preparation, the Swing Line Lenderexecution and delivery of this Amendment, the Issuing Lender and the Lenders (including, without limitation, the New Lenders reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (ii) executed counterparts of this Amendment from the Borrower, the Guarantors and the Departing Lender) shall have duly executed this Seventh AmendmentRequired Lenders; (b) the amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (iv) the Administrative Agent shall have receivedreceived (x) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the account Administrative Agent with respect thereto, and (y) executed counterparts of each Lender requesting this Amendment from the sameBorrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements referred to therein (or forms thereof) that are of a Note conforming type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; and (c) until such time as this Amendment shall have become effective as provided in paragraph (b) above, all of the terms and conditions of the Credit Agreement (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and no Default or Event of Default that may exist or have occurred and be continuing pursuant to the terms of the Credit Agreement as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements of the Credit Agreement and executed by a duly authorized officer of the Borrower; (c) the Borrower shall have paid to the Administrative Agent for the account of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000; (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’s, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; and (f) the Borrower shall have delivered to the Administrative Agent such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case as the Administrative Agent or the Lenders shall request.

Effectiveness of Amendment. This Seventh Amendment shall become effective on as of the date hereof at such time that the Administrative Agent and the Managing Agents shall have received (the “Effective Date”i) on which: executed counterparts of this Amendment, (aii) each executed counterparts of the Amendment No. 2 to Purchase and Contribution Agreement, dated as of August 29, 2025, among Herc, as Seller and Collection Agent, the US Borrower, as Purchaser, and acknowledged and agreed to by the Administrative Agent, (iii) executed counterparts of the Swing Line LenderFifth Amended and Restated Lender Group Fee Letter, dated as of August 29, 2025 (the “A&R Lender Group Fee Letter”), from the Managing Agents to and agreed and accepted by the Servicer, the Issuing Lender Performance Guarantor and the Lenders US Borrower, (includingiv) the Upfront Fee, without limitationin accordance with the terms of, and as such term is defined in, the New Lenders and the Departing LenderA&R Lender Group Fee Letter, (v) shall have duly executed this Seventh Amendment; (b) the Administrative Agent shall have received, for the account an opinion of each Lender requesting the same, a Note conforming counsel to the requirements of the Credit Agreement US Borrower and executed by a duly authorized officer of the Borrower; (c) the Borrower shall have paid Herc in form and substance satisfactory to the Administrative Agent for and the account Managing Agents, (vi) an officer’s certificate of the US Borrower and Herc, each Lender dated as of August 29, 2025, attaching (other than the Departing Lender, but including the New Lendersa) a fully earnedcertified copy of its articles of incorporation or certificate of formation, non-refundable upfront fee in immediately available fundsas applicable, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to b) its bylaws or limited liability company agreement, as applicable, (c) its resolutions or unanimous written consent approving the transactions contemplated by this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000; , (d) a good standing certificate issued as of a recent date acceptable to the Borrower shall have paid all breakfunding costs Administrative Agent by the Secretary of State (in accordance with Section 4.15 or analogous body) of the Credit Agreementits jurisdiction of incorporation or formation, as applicable and (e) incurred its incumbency certificate, (vii) documentation and other information reasonably requested by each any Lender in connection with applicable “know your customer” and anti-money laundering rules and regulations, delivered at least five (5) days prior to the operation of Section 2 above; date hereof, (eviii) the Borrower shall have paid all of the Lead Arranger’s, such other documents as the Administrative Agent’s Agent and the Lenders’ fees Managing Agents may reasonably request and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; and (fix) the Borrower shall have delivered evidence reasonably satisfactory to the Administrative Agent such opinions of counselthat no security interest, authorization and organizational documentslien, certificates of good standingadverse claim, and all other documentsor UCC financing statement is filed against Herc on any Receivables, reports and information, in each case as the Administrative Agent Related Security or the Lenders shall requestapplicable Collections.

Effectiveness of Amendment. This Seventh Amendment shall become be effective on as of the first date (the “"Amendment No. 2 Effective Date”") on whichwhich the Agent has received each of the following, each in form and substance satisfactory to the Agent (terms defined in the Loan Agreement as amended by this Amendment being used in this Section 2 as so defined) and in a number of copies sufficient for each Lender: (a) four (4) copies of this Amendment duly executed and delivered by each of the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender Borrower and the Lenders (including, without limitation, the New Lenders and the Departing Lender) shall have duly executed this Seventh AmendmentRequired Lenders; (b) a certificate of the Administrative Agent shall have received, for the account secretary or of an assistant secretary of each Lender requesting Borrower having attached thereto the sameconstituent documents of such Borrower (or containing the certification of said officer that such constituent documents have not been amended or modified since last delivered to the Lenders pursuant to the Loan Agreement), a Note conforming copy of any corporate resolutions or evidence of any other corporate or other action taken by such Borrower to authorize the requirements execution and delivery of this Amendment and performance of its obligations under the Loan Agreement as amended by this Amendment, and a listing of the Credit Agreement and executed by a duly authorized officer names of the officers of such Borrower, and their specimen signatures, authorized to execute and deliver this Amendment and any related Loan Documents on behalf of such Borrower; (c) a certificate of the president of each Borrower shall have paid or the chief financial officer of each Borrower to the Administrative Agent for the account of each Lender (other than the Departing Lendereffect that, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to , the representations and warranties of the Borrowers set forth in the Loan Agreement are true and correct in all material respects, and that no Default or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000Event of Default exists; (d) such other agreements, certificates, instruments and other documents as any Lender through the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender Agent may reasonably request in connection with the operation of Section 2 above;transactions contemplated hereby; and (e) the Borrower shall have paid counterparts of that certain Amendment No. 2 to Reimbursement Agreement by and between ▇▇▇▇▇▇▇ and Agent signed by ▇▇▇▇▇▇▇, all of the Lead Arranger’sas required in said Amendment No. 2 to Reimbursement Agreement, the Administrative Agent’s together with all other sums and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; and (f) the Borrower shall have items required therein to be delivered to Agent as conditions to the Administrative Agent such opinions effectiveness of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case as the Administrative Agent or the Lenders shall requestsaid Amendment No. 2 to Reimbursement Agreement.

Effectiveness of Amendment. This Seventh Amendment and the amendments contained herein shall become effective on the date (the “Amendment Effective Date”) on whichwhen each of the conditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) each of the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender and the Lenders (including, without limitation, the New Lenders and the Departing Lender) shall have duly executed this Seventh Amendment; (b) the The Administrative Agent shall have receivedreceived counterparts of this Amendment, for counterparts of amended and restated Revolving Notes, or allonges thereto, evidencing the account Revolving Commitment of each Lender requesting the same, a Note conforming to the requirements of the Credit Agreement and executed by a duly authorized officer of the Borrower; (c) the Borrower shall have paid to the Administrative Agent for the account of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment, and all other Loan Documents or other documents, instruments and certificates required hereby or thereby (collectively, the “Modification Documents”), each duly executed and delivered on behalf of the Borrowers parties thereto, as applicable. (b) multiplied No event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All representations and warranties of the Borrowers contained in the Loan Agreement shall be true and correct in all material respects (or, if qualified by materiality, in all respects) at the Amendment Effective Date as if made on and as of such Amendment Effective Date (i) 0.65% if such Commitment is equal except that any representation or warranty relating to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000;any financial statements shall be deemed to be applicable to the financial statements most recently delivered to the Administrative Agent in accordance with the provisions of the Loan Documents). (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’s, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; and (f) the Borrower The Borrowers shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrowers to authorize the execution and delivery of the Modification Documents, (2) certified copies of any amendments to the articles or certificate of incorporation, organization or formation, bylaws, partnership certificate and operating agreement of the Borrowers since the date of the Loan Agreement, (3) a certificate of incumbency for the officers or other authorized agents or partners of the Borrowers executing the Modification Documents and (4) such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case additional supporting documents as the Administrative Agent or counsel for the Lenders shall Administrative Agent reasonably may request. (e) The Borrowers shall have paid the fees and expenses required to be paid by Section 9 of this Amendment. (f) All documents delivered pursuant to the Modification Documents must be of form and substance satisfactory to the Administrative Agent and its counsel, and all legal matters incident to this Amendment must be satisfactory to the Administrative Agent’s counsel.

Effectiveness of Amendment. This Seventh Amendment Section 1 shall become effective on November 15, 2002 and Section 2 shall become effective as of the date hereof on the first date (the “Amendment Effective Date”) on which: (a) each of the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender and the Lenders (including, without limitation, the New Lenders and the Departing Lender) shall have duly executed this Seventh Amendment; (b) which the Administrative Agent shall have received, for received (a) from the account of each Lender requesting the sameBorrowers, a Note conforming fee in the amount of $118,750 in consideration of the waiver effected hereby, to be shared ratably among the Lenders in accordance with their respective Commitments as reflected on Annex A to the requirements Loan Agreement, which fee shall be fully earned when paid and not be subject to refund or rebate whatsoever, and (b) each of the Credit Agreement following, in form and substance satisfactory to the Administrative Agent: (i) eight copies of this Amendment duly executed and delivered by a duly authorized officer of the BorrowerBorrowers, the Required Lenders and the Administrative Agent; (cii) a certificate of the secretary or other Authorized Officer of each of the Borrowers having attached thereto the organizational documents of such Borrower shall have paid as in effect on the Amendment Effective Date (or containing the certification of such secretary or Authorized Officer that no amendment or modification of such organizational documents has become effective since the last date on which such organizational documents were delivered to the Administrative Agent for pursuant to the account Loan Agreement), all corporate action, including shareholders’ approval, if necessary, taken by such Borrower and/or its shareholders members to authorize the execution, delivery and performance of each Lender this Amendment, and to the further effect that the incumbency certificate last delivered to the Lenders under the Loan Agreement remains in effect, unchanged; (other than the Departing Lender, but including the New Lendersiii) a fully earnedcertificate of an Authorized Officer of Syratech stating that, non-refundable upfront fee in immediately available funds, in to the best of his knowledge and based on an amount for each Lender equal examination reasonably believed by him to such Lender’s Commitment (be sufficient to enable him to make an informed statement after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000;, (dA) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’srepresentations and warranties made or deemed to be made under the Loan Agreement are true and correct as of the date hereof, and (B) no Default or Event of Default has occurred and is continuing as of the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s date hereof, and the Administrative Agent’s legal fees invoiced in reasonable detail Agent shall be satisfied as to the truth and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereofaccuracy thereof; and (fiv) the Borrower shall have delivered to such other documents and instruments as any Lender, acting through the Administrative Agent such opinions of counselAgent, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case as the Administrative Agent or the Lenders shall may reasonably request.

Effectiveness of Amendment. This Seventh Amendment and the amendments contained herein shall become effective on the date (the “Amendment Effective Date”) on whichwhen each of the conditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) each The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of the Borrower, the Administrative Agentother Loan Parties, the Swing Line Lender, the Issuing Lender Administrative Agent and the Lenders (including, without limitationparty hereto, the New Lenders Supplement and Joinder, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the Departing Lenders party thereto, as well as allonges to the Revolving Credit Notes or amended and restated Revolving Credit Notes and/or new Revolving Credit Notes, in the principal amount of each Revolving Loan Lender) shall have ’s Revolving Commitment (after giving effect to this Amendment and the Supplement and Joinder), duly executed this Seventh Amendment;by the parties thereto, and all other Loan Documents or other documents, instruments and certificates required hereby or thereby (collectively, the “Modification Documents”). (b) After giving effect to this Amendment, no event shall have occurred and be continuing that constitutes a Default or an Event of Default. (c) All representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct in all material respects (or, if qualified by materiality, in all respects) at the Amendment Effective Date as if made on and as of such Amendment Effective Date (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date). (d) The Borrower shall have delivered to the Administrative Agent a certificate of the Secretary or Assistant Secretary of each Loan Party in form and substance reasonably acceptable to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Modification Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Modification Documents to which it is a party. (e) The Administrative Agent (or its counsel) shall have receivedreceived a favorable written opinion of ▇▇▇▇▇ Lovells US LLP, for counsel to the account Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, this Amendment, the other Modification Documents and the transactions contemplated herein and therein as the Administrative Agent or the Required Lenders shall reasonably request. (f) The Administrative Agent (or its counsel) shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, and to the extent requested by the Administrative Agent, in which the chief executive office of each Lender requesting such Person is located and in the sameother jurisdictions in which such Persons maintain property or do business, a Note conforming together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the requirements Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.2 of the Credit Agreement or have been or will be contemporaneously released or terminated. (g) The Borrower shall have repaid to the Administrative Agent, for the ratable benefit of the Lenders, the Term Loans in full. (h) The Borrower shall have delivered to the Administrative Agent a duly completed and executed by a duly authorized officer Compliance Certificate of the Borrower;, including pro forma calculations of the financial covenants set forth in Article 6 (other than Section 6.3) hereof as of March 31, 2015, giving effect to the repayment in full of the Term Loans, and the disbursement of any Revolving Loans as of the Amendment Effective Date. (ci) the The Borrower shall have paid to the Administrative Agent for and STRH the account amounts due pursuant to the Fee Letter, and the fees and expenses required pursuant to Section 11 of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available fundsthis Amendment, in an amount for each Lender equal to such Lender’s Commitment case, as of the Amendment Effective Date. (after giving effect j) All documents delivered pursuant to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000; (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’s, the Administrative Agent’s Amendment and the Lenders’ fees other Modification Documents must be of form and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; and (f) the Borrower shall have delivered substance reasonably satisfactory to the Administrative Agent such opinions . (k) Satisfaction of counsel, authorization the conditions precedent to effectiveness of the Supplement and organizational documents, certificates of good standing, and all other documents, reports and informationJoinder, in each case as accordance with the Administrative Agent or the Lenders shall requestterms and conditions set forth therein.

Effectiveness of Amendment. This Seventh Second Amendment shall become effective on as of the date of satisfaction of the following conditions precedent (the “Second Amendment Effective Date”) on which:): (a) each of the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender and the Lenders (including, without limitation, the New Lenders and the Departing Lender) shall have duly executed this Seventh Amendment; (b) the Administrative Agent shall have receivedreceived this Second Amendment executed and delivered by the Administrative Agent, for the account of Borrower, each Lender requesting the same, a Note conforming party to the requirements of the Credit Agreement (or, in the case of any Lender, a lender addendum in a form specified by the Administrative Agent). (b) a favorable opinion of L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, special counsel to the Obligors, addressed to the Administrative Agent and executed by a duly authorized officer each Lender, as to certain of the Borrowermatters set forth in Annex A to this Second Amendment and such other matters concerning the Obligors and the Loan Documents as the Required Lenders may reasonably request; (c) a favorable opinion of R▇▇▇▇▇▇ ▇▇▇▇, the Borrower shall have paid General Counsel of the Borrower, addressed to the Administrative Agent for the account of and each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee as to those matters set forth in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect Annex B to this Seventh AmendmentSecond Amendment not otherwise covered in the opinion referenced in clause (b) multiplied by (i) 0.65% if above and such Commitment is equal to or greater than $30,000,000 other matters concerning the Obligors and (ii) 0.40% if such Commitment is less than $30,000,000the Loan Documents as the Required Lenders may reasonably request; (d) a certificate of a Responsible Officer of the Borrower shall certifying (i) that the conditions specified in Section 11 hereof have paid all breakfunding costs been satisfied, and (in accordance with Section 4.15 ii) that there has been no event or circumstance since the date of the Credit Agreement) incurred by each Lender Audited Financial Statements that has had or could be reasonably expected to have, either individually or in connection with the operation of Section 2 aboveaggregate, a Material Adverse Effect; (e) the Borrower shall have paid all such certificates of the Lead Arranger’sresolutions or other action, incumbency certificates and other certificates of Responsible Officers of each Obligor as the Administrative Agent’s Agent may require evidencing the identity, authority and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Seventh Amendment; (f) evidence that there exists no action, suit, investigation, litigation or proceeding affecting any Obligor or any of its Subsidiaries pending or threatened before any Governmental Authority that (A) could reasonably be expected to have a Material Adverse Effect or (B) purports to affect the legality, validity or enforceability of this Second Amendment or the consummation of any of the transactions contemplated by this Second Amendment; (g) any fees and all due diligence in respect hereofexpenses required to be paid on or before the Second Amendment Effective Date shall have been paid; and (fh) the Borrower shall have delivered to the Administrative Agent such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and informationshall have received an Acknowledgement, in the form annexed to this Second Amendment as Annex C, from each case as the Administrative Agent or the Lenders shall requestGuarantor.

Effectiveness of Amendment. This Seventh Eighth Amendment shall become effective on the date (the “Effective Date”) on which: (a) each of the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender Lender, and the Lenders have duly executed and delivered to the Administrative Agent, with a counterpart for each Lender, this Eighth Amendment; (b) each of the parties to the ABL Intercreditor Agreement have duly executed and delivered the ABL Intercreditor Agreement and the Administrative Agent shall have received final executed copies thereof, effective as of the Effective Date; (c) each of the parties to the Term Loan Intercreditor Agreement have duly executed and delivered the Term Loan Intercreditor Agreement and the Administrative Agent shall have received final executed copies thereof, effective as of the Effective Date; (d) the Administrative Agent has received the Term Loan Guaranty, executed and delivered by the parties thereto, effective as of the Effective Date; (e) the Administrative Agent has received a secretary’s certificate dated the date hereof for each guarantor under the Pari Passu Guaranty, in form and substance acceptable to the Administrative Agent, with appropriate insertions and attachments (including, without limitation, incumbency information, signature specimens and Governing Documents for each such guarantor), satisfactory in form and substance to the New Lenders and Administrative Agent, executed by the Departing Lender) shall have duly executed this Seventh AmendmentSecretary of the Borrower; (bf) the Administrative Agent has received certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of each guarantor under the Pari Passu Guaranty in the jurisdiction of its organization; (g) the Administrative Agent shall have receivedreceived the executed legal opinions of Husch ▇▇▇▇▇▇▇▇▇ LLP, for the account of each Lender requesting the same, a Note conforming counsel to the requirements of Borrower, in form and substance acceptable to the Credit Agreement and executed by a duly authorized officer of Administrative Agent, with respect to the BorrowerPari Passu Guaranty; (c) the Borrower shall have paid to the Administrative Agent for the account of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000; (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (eh) the Borrower shall have paid all of the Lead Arranger’s, the Administrative Agent’s and the LendersSecured Parties’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Eighth Amendment and all due diligence in respect hereof; and (fi) the Borrower shall have delivered to the Administrative Agent such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case as the Administrative Agent or the Lenders shall request.

Effectiveness of Amendment. This Seventh The provisions of this Amendment shall become effective on as of the date first set forth above upon the satisfaction of each of the following conditions, in each case in a manner and in form and substance satisfactory to the Administrative Agent (unless otherwise agreed to in writing by the “Effective Date”) on which:Administrative Agent): (a) The Borrowers shall have made a prepayment of the Term Loan in an aggregate amount equal to $19,000,000 where such prepayment shall be applied against the September 30, 2009 and the December 31, 2009 amortization payments required under Section 2.07 of the Credit Agreement; and (b) Total Revolving Credit Outstanding shall not exceed the Revolving Credit Facility; and (c) This Amendment shall have been duly executed and delivered by each of the Borrowers, Holdings, the Administrative Borrower, the Guarantors, the Administrative Agent and the Required Lenders and shall be in full force and effect; and (d) The Administrative Agent shall have received a fully executed and effective Accession Agreement, dated as of the date hereof, by Cumberland Navigation Corp, ▇▇▇▇▇▇ Maritime Corp., Vedado Maritime Corp. and the Administrative Borrower in favor of the Administrative Agent and the Secured Parties; and (e) The Administrative Agent shall have received favorable legal opinions (including, without limitation, local opinions), addressed to the Administrative Agent and the other Secured Parties, of counsel to the Loan Parties, as to matters requested by the Administrative Agent; and (f) The Administrative Agent shall have received signed Officer’s Certificates, certified by a duly authorized officer of each Borrower and each Guarantor to be true and complete, (a) of the Swing Line Lenderrecords of all corporate (or equivalent) action taken by such Borrower or such Guarantor to authorize (i) such Borrower’s or such Guarantor’s execution and delivery of this Amendment, and (ii) such Borrower’s and such Guarantor’s entry into and carrying out the Issuing Lender terms of this Amendment and the Lenders Credit Agreement, as amended hereby, and (b) of the Organization Documents; and (g) The Administrative Agent shall have received a signed Officer’s Certificate, certified by a duly authorized officer of Holdings to be true and complete, attaching true, correct and complete fully executed copies of each amendment, waiver and modification of each loan agreement evidencing the existing Indebtedness of certain Subsidiaries of the Loan Parties described on Schedule 7.02 of the Credit Agreement (including, without limitation, the New Lenders various loan agreements among certain Subsidiaries of Holdings and the Departing LenderThe Royal Bank of Scotland plc, DVB Group Merchant Bank (Asia) shall have duly executed this Seventh Amendment; (b) the Administrative Agent shall have receivedLtd., for the account of Credit Suisse, AIG Commercial Equipment Finance, Inc, Commerzbank AG and Berenberg Bank.), together with each Lender requesting the samesuch loan agreement, a Note conforming as in effect immediately prior to the requirements of the Credit Agreement and executed by a duly authorized officer of the Borrower; (c) the Borrower shall have paid to the Administrative Agent for the account of each Lender (other than the Departing Lender, but including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and (ii) 0.40% if such Commitment is less than $30,000,000; (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’s, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; and (f) the Borrower shall have delivered to the Administrative Agent such opinions of counsel, authorization and organizational documents, certificates of good standing, and all other documents, reports and information, in each case as the Administrative Agent or the Lenders shall request.No. 1