Common use of Effectiveness Clause in Contracts

Effectiveness. The Commitments shall become effective only when all the following conditions have been satisfied: (a) the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart hereof signed by such party or facsimile or other written confirmation satisfactory to the Administrative Agent confirming that such party has signed a counterpart hereof; (b) the Administrative Agent shall have received an opinion of General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments shall become effective only when all effectiveness of this 2003 Amendment and Restatement is subject to the satisfaction on the date hereof of the following conditions have been satisfiedconditions: (a) the Administrative Agent shall have receivedreceived executed counterparts of this 2003 Amendment and Restatement which, from when taken together, bear the signatures of each party listed on of the signature pages hereof, either a counterpart hereof signed by such party or facsimile or other written confirmation satisfactory to the Administrative Agent confirming that such party has signed a counterpart hereofparties hereto; (b) the Administrative Agent shall have received an opinion of General Counsel on behalf of the Borrower (or such other counsel Banks from Counsel for the Borrower as may be acceptable Company their opinion dated the date hereof, in form and substance reasonably satisfactory to the Administrative Agent), substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) the Administrative Agent shall have received on behalf of the Banks an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇Officer's Certificate dated the date hereof, special counsel for in form and substance reasonably satisfactory to the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating fees and other amounts payable in connection with this Agreement on or prior to the existence of the Borrowerdate hereof, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory including to the Administrative Agentextent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder; and (fe) on the Administrative Agent date hereof, the Company shall have received evidence satisfactory to it that all repaid, or shall repay from the initial Loans hereunder, in full the principal of any loans all Loans outstanding underand other amounts accrued and not yet paid under the Credit Agreement, and all accrued interest and fees under, the Existing Credit Agreements Company shall have been paid in full; provided that effectively terminated all the Commitments shall not become effective unless all then outstanding in accordance with the Credit Agreement and replaced them with the Commitments as set forth in Schedule 2.01(a) hereto. Following the satisfaction on the date hereof of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occursset forth above, the Administrative Agent shall notify inform the Borrower Company in writing that this 2003 Amendment and the Lenders thereof, and such notice shall be conclusive and binding on all parties heretoRestatement has become effective.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.5 with the consent of each Loan Party): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) the Administrative Agent shall have received an opinion of General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to receipt by the Administrative Agent for the account of each Lender Bank of a fee in duly executed Note dated on or before the amount heretofore mutually agreedEffective Date complying with the provisions of Section 2.5; (ec) receipt by the Administrative Agent shall have received all documents of counterparts of the Guarantee Agreement signed by each of ▇▇▇▇ and Westvaco; and (d) receipt by the Administrative Agent of (i) evidence that, prior to or simultaneously with the Effective Date, the Other Credit Agreement shall have become effective, and (ii) all documents it may reasonably request relating to the existence of the Borrower, the corporate authority for and of the Borrower or the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless not later than February 28, 2002 all of the foregoing conditions are satisfied not later than May 20, 2004(or waived in accordance with Section 9.5 with the consent of each Loan Party) and the Other Credit Agreement shall have become effective. Promptly after the Effective Date occurs, the The Administrative Agent shall promptly notify the Borrower and the Lenders thereofBanks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 11.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telecopy, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received of an opinion of General Counsel of the Borrower (or such other i) Sidley & Austin, special counsel for the Borrower as may be acceptable to the Agent)Company, substantially in the form of Exhibit E E-1 hereto and (ii) ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel of the Company, substantially in the form of Exhibit E-2 hereto, and in each case covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (c) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (d) the Borrower shall have paid to receipt by the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents it may have reasonably requested prior to the Administrative Agent may reasonably request date hereof relating to the existence of the BorrowerCompany, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; (e) receipt by the Administrative Agent of evidence satisfactory to it that the Merger shall have been consummated in accordance with the Merger Agreement, without any amendment thereof or waiver thereto which (i) is material in the context of this Agreement and (ii) the Required Banks shall not have consented to in writing; and (f) receipt by the Administrative Agent shall have received of evidence satisfactory to it that of the payment of all principal of and interest on any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all and of the foregoing conditions are satisfied not later than May 20, 2004termination of the commitments of the lenders thereunder; (a). Promptly after the Effective Date occurs, the The Administrative Agent shall promptly notify the Borrower Company and the Lenders thereofBanks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments (a) This Agreement shall become effective only when all on ------------- the following conditions have been satisfied: date (athe "Effective Date") on which (i) Holdings, the Administrative Agent Borrower, each -------------- Subsidiary Guarantor, each of the Banks, the Required Banks (determined immediately before the occurrence of the Effective Date) (or the consent of the Required Banks is obtained) and each of the Agents shall have received, from each party listed on the signature pages hereof, either signed a counterpart hereof signed (whether the same or different counterparts) and shall have delivered (including by such party or way of facsimile or other written confirmation satisfactory device) the same to the Administrative Agent confirming at its Notice Office and (ii) the conditions contained in Sections 5, 6 and 13.10(b) are met to the satisfaction of the Agents and the Required Banks (determined immediately after the occurrence of the Effective Date). Unless the Administrative Agent has received actual notice from any Bank that such party has signed a counterpart hereof;the conditions contained in Sections 5 and 6 have not been met to its satisfaction, upon the satisfaction of the condition described in clause (i) of the immediately preceding sentence and upon the Agents good faith determination that the conditions described in clause (ii) of the immediately preceding sentence have been met, then the Effective Date shall have been deemed to have occurred, regardless of any subsequent determination that one or more of the conditions thereto had not been met (although the occurrence of the Effective Date shall not release the Borrower, Holdings or any Subsidiary Guarantor from any liability for failure to satisfy one or more of the applicable conditions contained in Section 5 or 6). The Administrative Agent will give the Borrower and each Bank prompt written notice of the occurrence of the Effective Date. (b) On the Administrative Agent Effective Date, each Bank shall have received an opinion of General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid delivered to the Administrative Agent for the account of each Lender a fee the Borrower an amount equal to the Term Loans and Revolving Loans to be made by such Bank on the Effective Date. Notwithstanding anything to the contrary contained in this Section 13.10(b), in satisfying the amount heretofore mutually agreed; (e) foregoing condition, unless the Agent shall have been notified by any Bank prior to the occurrence of the Effective Date that such Bank does not intend to make available to the Administrative Agent shall have received all documents such Bank's Term Loans and Revolving Loans required to be made by it on such date, then the Administrative Agent may reasonably request relating may, in reliance on such assumption, make available to the existence Borrower the corresponding amounts in accordance with the provisions of the BorrowerSection 1.04, the corporate authority for and the validity making available by the Agent of such amounts shall satisfy the condition contained in this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties heretoSection 13.10(b).

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telecopy, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received of (i) an opinion of General Counsel an associate general counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Borrower, substantially in the form of Exhibit E B-1 hereto and (ii) an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., special counsel for the Borrower, substantially in the form of Exhibit B-2 hereto, and and, in each case, covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (c) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative AgentAgents, substantially in the form of Exhibit F hereto, C hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (d) the Borrower shall have paid to receipt by the Administrative Agent for of a certificate signed by a Vice President, the account Treasurer, an Assistant Treasurer or the Controller of each Lender a fee the Borrower, dated the Effective Date, to the effect set forth in the amount heretofore mutually agreedclauses (c) and (d) of Section 3.02; (e) receipt by the Administrative Agent shall have received of all documents it may have reasonably requested prior to the Administrative Agent may reasonably request date hereof relating to the existence of the Borrower, the corporate limited liability company authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and; (f) receipt by the Administrative Agent shall have received of evidence satisfactory to it that of the payment of all principal of and interest on any loans outstanding under, and all accrued interest and commitment fees under, the Existing Credit Agreements shall have been paid in fulland the cancellation or the expiration of any letter of credit issued thereunder; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, and (g) receipt by the Administrative Agent shall notify for the account of the Banks of participation fees as heretofore mutually agreed by the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties hereto.Administrative Agent;

Effectiveness. The Commitments This Amendment shall become effective only when upon the first date on which all of the following conditions have been satisfied:set forth in this Section 5 are satisfied (the “Amendment Effective Date”): (a) the The Administrative Agent shall have received, from each party listed on the received executed counterpart signature pages hereofto this Amendment from the Borrower, either a counterpart hereof signed by such party or facsimile or other written confirmation satisfactory to the Administrative Agent confirming that such party has signed a counterpart hereof; and Lenders comprising at least the Majority Lenders (b) provided that, for the avoidance of doubt, if the Administrative Agent shall have received an opinion of General Counsel of executed counterpart signature pages to this Amendment from the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as Lenders comprising at least the Required Lenders may reasonably request;Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and (cb) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the The Borrower shall have paid confirmed and acknowledged to the Administrative Agent for and the account Lenders, and by its execution and delivery of each Lender a fee in this Amendment, the amount heretofore mutually agreed; (e) Borrower does hereby confirm and acknowledge to the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity Lenders, that (i) the execution, delivery and performance of this Agreement and Amendment has been duly authorized by all requisite corporate action on the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal part of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and each other Loan Party; (ii) the Lenders thereofCredit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and such notice shall be conclusive by general principles of equity; (iii) the representations and binding warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on all parties heretoand as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documents.

Effectiveness. The Commitments This Agreement shall become effective only when and binding upon each Party at 12:00 a.m., prevailing Eastern Time, on the Support Effective Date; which is the date on which all of the following conditions have been satisfiedsatisfied or waived in accordance with this Agreement: (a) Each of the Administrative Agent Company Parties shall have received, from each party listed on the executed and delivered counterpart signature pages hereof, either a counterpart hereof signed by such party or facsimile or other written confirmation satisfactory of this Agreement to counsel to each of the Administrative Agent confirming that such party has signed a counterpart hereofParties; (b) Each of the Administrative Agent Consenting Lenders shall have received an opinion executed and delivered counterpart signature pages to this Agreement to counsel to the Company; provided that signature pages executed by Consenting Term Lenders shall be delivered to (x) other Consenting Lenders in a redacted form that removes such Consenting Lenders’ holdings of General Counsel Loans, and (y) the Company, the advisors to the Company and (solely with respect to members of the Borrower (or Consenting Lenders) Lender Counsel and Lender Financial Advisor in an unredacted form; provided, further, that such other counsel for recipients shall not disclose the Borrower unredacted signature pages and shall keep such unredacted signature pages in strict confidence, except as required by law; provided further, however, that the Company may be acceptable to disclose publicly the Agent), substantially in aggregate principal amounts of Loans set forth on the form of Exhibit E signature pages hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) the Administrative Agent The Company shall have paid all reasonable and documented fees and out of pocket expenses and all agreed and unpaid professional retainer amounts of the Lender Counsel and Lender Financial Advisor in accordance with their respective fee letters or engagement letters for which an invoice has been received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for by the Administrative Agent, substantially in Company on or before the form of Exhibit F hereto, and covering such additional matters relating date that is one (1) Business Day prior to the transactions contemplated hereby as the Required Lenders may reasonably requestSupport Effective Date; (d) the Borrower The SAPA shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed;been executed by all parties thereto; and (e) the Administrative Agent The Company shall have received all documents paid the Administrative Agent may reasonably request relating Priming Consent Fee, as applicable, in cash to the existence Loan Agent for the benefit of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties heretoeach Consenting Lender.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received of a duly executed Note for the account of each Bank dated on or before the Effective Date complying with the provisions of Section 2.05; (c) receipt by the Agent of an opinion of the General Counsel of the Borrower (or such other counsel for Borrower, given upon the Borrower as may be acceptable to express instructions of the Agent)Borrower, substantially in the form of Exhibit E hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (cd) receipt by the Administrative Agent shall have received of an opinion of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, Special Counsel for the Borrower, given upon the express instructions of the Borrower, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (e) receipt by the Agent of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, G hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (df) receipt by the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (fg) receipt by the Administrative Agent shall have received of evidence satisfactory to it that of the payment of all principal of and interest on any loans outstanding under, and of all accrued interest and fees other amounts payable under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties hereto.Agreement (subject to Section 3.03 below);

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex, facsimile transmission or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received of a duly executed Note for the account of each Bank dated on or before the Effective Date complying with the provisions of Section 2.05; (c) receipt by the Agent of evidence satisfactory to it that no loans are outstanding under the Existing Credit Agreement; (d) receipt by the Agent of an opinion of the General Counsel or any Assistant General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Borrower, substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (ce) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request;; and (df) receipt by the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 20July 7, 20041995. Promptly after the Effective Date occurs, the Administrative The Agent shall promptly notify the Borrower and the Lenders thereofBanks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Banks that are parties to the Existing Credit Agreement, comprising the "Required Banks" as defined therein, and the Borrower agree that the commitments under the Existing Credit Agreement shall terminate in their entirety simultaneously with and subject to the effectiveness of this Agreement and that the Borrower shall be obligated to pay on the Effective Date the accrued facility fees thereunder to but excluding the date of such effectiveness.

Effectiveness. The Commitments This Amendment shall become effective only on the date (the "AMENDMENT NO. 3 EFFECTIVE DATE") when all each of the following conditions have been is satisfied: (a) receipt by the Administrative Agent shall have received, from each party listed on of the signature pages hereof, either Borrower and Banks comprising the Required Banks of a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Administrative Agent confirming Agent) that such party has signed a counterpart hereof; (b) receipt by the Administrative Agent shall have received an opinion of General Counsel $50,000,000 to be applied substantially simultaneously with the receipt thereof as prepayment of Term Loans or Working Capital Loans or both, as the Borrower may elect, such prepayment to be funded by a substantially simultaneous cash contribution of equity capital to the Borrower by its partners or their Affiliates (the parties hereby agree that to the extent such prepayment is of the Borrower (Term Loans, the amount thereof will be applied to subsequent Term Loan Installment Amounts in forward order of maturity or such other counsel for as the Borrower as may be acceptable otherwise elect by notice to the AgentAdministrative Agent not later than the Amendment No. 3 Effective Date), substantially provided that the Borrower may elect to defer satisfaction of the condition specified in this subsection (b) to a date not later than April 15, 2002 by notice to the Administrative Agent to that effect, in which event (i) the Amendment No. 3 Effective Date will occur, and this Amendment shall become effective on the date on which each of the other conditions specified in this Section 8 is satisfied and (ii) in the form of Exhibit E heretoevent that the condition specified in this subsection (b) is not satisfied on or prior to April 15, 2002, then this Amendment shall cease to be effective, and covering such additional matters relating for purposes of determining whether an Event of Default exists under the Credit Agreement shall be deemed never to the transactions contemplated hereby as the Required Lenders may reasonably requesthave been effective; (c) receipt by the Administrative Agent of payment of (i) an amendment fee for the account of each Bank which shall have received approved this Amendment on or prior to March 27, 2002 in an opinion amount equal to 0.25% of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for such Bank's Total Exposure (after giving effect to any prepayment of the Administrative Agent, substantially in the form of Exhibit F hereto, Term Loans on such date) and covering such additional matters relating (ii) all fees and expenses invoiced not less than two Domestic Business Days prior to the transactions contemplated hereby as Amendment No. 3 Effective Date payable by the Required Lenders may reasonably requestBorrower in connection with this Amendment pursuant to Section 9.03 of the Credit Agreement or otherwise; (d) receipt by the Borrower shall have paid Administrative Agent of an instrument or instruments in form and substance reasonably satisfactory to the Administrative Agent for pursuant to which the account license to the Borrower of each Lender a fee in Intellectual Property Rights pursuant to the amount heretofore mutually agreedBorrower's Partnership Agreement is confirmed; (e) receipt by the Collateral Agent of duly executed counterparts of each supplemental Collateral Document set forth in Exhibit A hereto, together with evidence reasonably satisfactory to it of the perfection of the Liens created thereby (or arrangements therefor) and of the payment by the Borrower of all filing fees and other expenses payable in connection therewith; (f) receipt by the Administrative Agent shall have received all documents of one or more opinions of counsel reasonably satisfactory to the Administrative Agent and its counsel covering the matters addressed in Exhibit B attached hereto with reference to the Loan Documents after giving effect to this Amendment; and (g) receipt by the Administrative Agent of all documents it may reasonably request relating to the existence of the Borrower, the corporate legal authority for and the validity of this the Agreement and the Notesas amended hereby, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004Amendment No. Promptly after the 3 Effective Date occursshall have occurred on or before March 31, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties hereto2002.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex, facsimile transmission or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received of a duly executed Note for the account of each Bank dated on or before the Effective Date complying with the provisions of Section 2.05; (c) receipt by the Agent of evidence satisfactory to it that no loans are outstanding under the Existing Credit Agreement; (d) receipt by the Agent of an opinion of the General Counsel or any Assistant General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Borrower, substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (ce) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request;; and (df) receipt by the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May September 20, 20041996. Promptly after the Effective Date occurs, the Administrative The Agent shall promptly notify the Borrower and the Lenders thereofBanks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Banks that are parties to the Existing Credit Agreement, comprising the "Required Banks" as defined therein, and the Borrower agree that the commitments under the Existing Credit Agreement shall terminate in their entirety simultaneously with and subject to the effectiveness of this Agreement and that the Borrower shall be obligated to pay on the Effective Date the accrued facility fees thereunder to but excluding the date of such effectiveness.

Effectiveness. The Commitments obligations of the Banks to extend credit under this Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 11.05): (a) receipt by the Administrative Syndication Agent of counterparts hereof and of each Loan Document signed by each of the parties hereto and thereto (or, in the case of any party as to which an executed counterpart shall not have been received, from each party listed on receipt by the signature pages hereofSyndication Agent in form satisfactory to it of telex, either a counterpart hereof signed by such party or facsimile transmission or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof or thereof by such party); (b) receipt by the Administrative Syndication Agent shall have received of an opinion of J▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇, Esq., General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Company, substantially in the form of Exhibit E B hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (c) receipt by the Administrative Syndication Agent shall have received of an opinion of ▇▇▇▇▇ Wachtell Lipton R▇▇▇▇ & ▇▇▇▇▇K▇▇▇, special counsel for the Administrative AgentCompany, substantially in the form of Exhibit F hereto, C hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (d) receipt by the Borrower shall have paid Syndication Agent of evidence satisfactory to the Administrative Agent it that (i) all fees and expenses payable for the account of each Lender a fee the Banks and the Agents and their affiliates on or before the Effective Date have been paid in full in the amount heretofore mutually agreed;amounts previously agreed upon on or prior to the Effective Date and (ii) the commitments under the Existing Credit Agreements have been terminated and the principal of and interest on all loans and accrued fees outstanding thereunder have been paid in full; and (e) receipt by the Administrative Syndication Agent shall have received of all documents the Administrative Agent it may reasonably request relating to the existence of the BorrowerLoan Parties, the corporate authority for and the validity of this Agreement Agreement, the other Loan Documents and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Syndication Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments Banks shall not have no obligation to extend credit hereunder and their commitments under this Agreement shall become effective null and void unless all of the foregoing conditions are satisfied not later than May 20November 14, 20041999. Promptly after The Syndication Agent shall promptly notify the Effective Date occursCompany, the Administrative Agent shall notify the Borrower and the Lenders thereofBanks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received for the account of each Bank requesting such, of a duly executed Note dated on or before the Effective Date; (c) receipt by the Agent of an opinion of General Counsel ▇▇▇ ▇. ▇▇▇, Executive Vice President, Chief Legal & Risk Officer and Corporate Secretary of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Borrower, substantially in the form of Exhibit E hereto, D hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders ▇▇▇▇▇ may reasonably request; (cd) receipt by the Administrative Agent shall have received of an opinion of Faegre Drinker ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special outside counsel for the Administrative AgentBorrower, substantially in the form of Exhibit F hereto, E hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (de) receipt by the Agent of evidence satisfactory to it of (i) the Borrower shall have paid to payment of all principal of and interest on any loans outstanding under, and of all accrued fees under the Administrative Agent for Existing Five-Year Agreement, and (ii) the account satisfaction of each Lender a fee in all obligations, termination of all commitments under, and cancellation or expiration of, the amount heretofore mutually agreedExisting Five-Year Agreement; (ef) receipt by the Administrative Agent shall have received of all documents the Administrative Agent it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, if any, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (fg) receipt by the Administrative Agent of a certificate signed by the treasurer or assistant treasurer of the Borrower certifying that since January 30, 2021 there shall not have occurred any material adverse change in the business, financial position or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. Without limiting the generality of the provisions of Section 7.05, for purposes of determining compliance with the conditions specified in this Section 3.01, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Agent shall have received evidence satisfactory notice from such Bank prior to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004proposed Effective Date specifying its objection thereto. Promptly after the Effective Date occurs, the Administrative Agent shall deliver to the Borrower for cancellation the promissory note of each lender under the Existing Five-Year Agreement, or, in lieu thereof, a lost note affidavit from any such lender which does not return its promissory note to the Agent. The Agent shall promptly notify the Borrower and each Bank of the Lenders thereofeffectiveness of this Agreement, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Amended Agreement shall become effective only when all on the following conditions have been satisfied: (a) date the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart : (a) counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, the Administrative Agent shall have received in form satisfactory to it telegraphic, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) the Administrative Agent shall have received an opinion opinions of the General Counsel or Vice President – Legal Services of the each Borrower (or such other counsel for the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E Exhibits E, F and G hereto, dated the Effective Date and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (c) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F H hereto, dated the Effective Date and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (d) evidence satisfactory to it that all filings, consents and approvals, if any, required to be made with, or obtained from, any governmental authority in connection with the Borrower transactions contemplated hereby shall have paid to been made or obtained and shall be, in each case, in full force and effect on and as of the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreedEffective Date; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the BorrowerBorrowers, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that of the payment of all principal of and interest on any loans outstanding under, and of all accrued interest other amounts payable under, and fees of surrender for cancellation of any letter of credit outstanding under, the Existing Credit Agreements shall have been paid in full2003 Agreement; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 20June 22, 20042006. Promptly after the Effective Date occurs, the The Administrative Agent shall promptly notify the Borrower Borrowers and the Lenders thereofBanks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Banks that are parties to the Existing 2003 Agreement comprising the “Required Banks” as defined in the Existing 2003 Agreement, and the Borrowers agree that the commitments under the Existing 2003 Agreement shall terminate in their entirety simultaneously with and subject to the effectiveness of this Amended Agreement and that the accrued facility fees thereunder to but excluding the date of such effectiveness shall be payable on the date of such effectiveness. On the Effective Date, the Existing 2005 Agreement will be automatically amended and restated in its entirety to read as set forth herein. On and after the Effective Date, the rights and obligations of the parties hereto shall be governed by this Amended Agreement; provided that the rights and obligations of the parties hereto with respect to the period prior to the Effective Date shall continue to be governed by the provisions of the Existing 2005 Agreement. The Administrative Agent shall promptly notify the Borrowers and each Bank of the effectiveness of this Amended Agreement, and such notice shall be conclusive and binding on all parties hereto. With effect from and including the Effective Date, the Commitment of each Bank shall be the amount set forth opposite the name of such Bank in the Commitment Schedule attached hereto. On the Effective Date, any Bank party to the Existing 2005 Agreement which is not listed in the Commitment Schedule attached hereto (each, an “Exiting Bank”) shall cease to be a Bank party to the Existing 2005 Agreement, and all accrued fees and other amounts payable under the Existing 2005 Agreement for the account of each Exiting Bank shall be due and payable on such date; provided that the provisions of Sections 8.03, 8.04 and 9.03 of the Existing 2005 Agreement shall continue to inure to the benefit of each Exiting Bank after the Effective Date. The participation of an Exiting Bank in each outstanding Letter of Credit shall terminate on the Effective Date, and the participating interests of each other Bank shall be redetermined on the basis of the Commitments under this Amendment Agreement as if such Letter of Credit had been issued on the Effective Date.

Effectiveness. The Commitments shall become effective only when all the following conditions have been satisfied: (a) the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart hereof signed by such party or facsimile or other written confirmation satisfactory to the Administrative Agent confirming that such party has signed executed and delivered a counterpart hereof; (b) receipt by the Administrative Agent shall have received of an opinion of General Counsel of the Borrower (or such other McGuireWoods LLP, counsel for the Borrower as may be acceptable to the Agent)Borrower, substantially in the form of Exhibit E hereto, E-1 hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (c) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (d) the Borrower shall have paid to receipt by the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents as the Administrative Agent may reasonably request relating to the existence of the BorrowerBorrower and its Subsidiaries, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, hereto all in form and substance satisfactory to the Administrative Agent; and; (fe) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements Agreement shall have been paid in full; and (f) the Administrative Agent shall have received payment of front end fees for the accounts of the Agents and the Banks in the amounts heretofore mutually agreed; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20December 15, 20042001. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders Banks thereof, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments provisions of Sections 2, 3, 4, 5 and 6 of this Agreement (collectively, the “Contemplated Transactions”) shall become be effective only when and binding on the Parties as of 9:00 a.m. (United States Eastern time) on a date to be specified by the Parties, such date to be no later than the second (2nd) Business Day after satisfaction or waiver of all of the conditions set forth in this Section 1.1 (the “Effective Date”), unless another date is agreed to in writing by the Parties. The remaining provisions of this Agreement shall be effective and binding on the Parties as of the Execution Date. 1.1.1. The obligations of each Party to consummate the Contemplated Transactions are subject to the fulfillment, or to the extent permitted by applicable Law, waiver by the applicable Party, of the following condition (the “Mutual Condition”): (1) a determination by AMAG that the SEC Financial Statements are not required to be filed by AMAG pursuant to Section 8.4.9 or (2) if AMAG CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED. determines that the SEC Financial Statements are required to be filed by AMAG pursuant to Section 8.4.9, Palatin has delivered the SEC Financial Statements to AMAG pursuant to, and in compliance with, the terms of Section 8.4.9. 1.1.2. The obligations of AMAG to consummate the Contemplated Transactions are subject to the fulfillment, or to the extent permitted by applicable Law, waiver by AMAG, in its sole discretion, of the following conditions have been satisfied:(the “AMAG Conditions” and together with the Mutual Condition, the “Effectiveness Conditions”): (a) the Administrative Agent Palatin shall have received, from each party listed on obtained the signature pages hereof, either prior written consent and acknowledgement of the Horizon Lenders that the Contemplated Transactions constitute a counterpart hereof signed by such party or facsimile “Permitted License” as defined under the Horizon Agreement and shall not constitute an event of default or other written confirmation satisfactory to breach by Palatin under the Administrative Agent confirming that such party has signed a counterpart hereofHorizon Agreement; (b) the Administrative Agent Palatin shall have received an opinion obtained the prior written consent and acknowledgment of General Counsel Catalent Belgium S.A. (“Catalent”) that the Contemplated Transactions do not constitute a “Change of Control” under either of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E heretoCatalent Agreements, and covering such additional matters relating that the only amounts payable to Catalent in connection with the transactions contemplated hereby as Contemplated Transactions are those set forth under Section 3.3 of the Required Lenders may reasonably request;Catalent Services Agreement; and (c) the Administrative Agent Palatin shall have received an opinion obtained the prior written consent and acknowledgement of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating Catalent to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account assignment of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the BorrowerCatalent Agreements to AMAG, which consent and acknowledgement shall further state that Catalent (i) acknowledges that the corporate authority for Catalent Agreements are and shall continue to be in full force and effect following the validity Effective Date, (ii) waives any right of this Agreement termination Catalent may have under the Catalent Agreements as a result of the Contemplated Transactions and (iii) confirms that there is currently no default existing under the Notes, Catalent Agreements that has not been cured and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal Catalent is not aware of any loans outstanding underevent or condition, and all accrued interest and fees underwhich with the passage of time or the giving of notice, or both, would constitute a default under the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties heretoCatalent Agreements.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received of (i) an opinion of the General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Company, substantially in the form of Exhibit E A hereto, and (ii) an opinion of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, special counsel to the Company, substantially in the form of Exhibit B hereto, and in each case covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (c) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for to the Administrative Agent, substantially in the form of Exhibit F hereto, C hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (d) the Borrower shall have paid to receipt by the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the BorrowerCompany, the corporate authority for and the validity of this Agreement and Agreement, the Notesborrowing of the Loans, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; (e) receipt by the Administrative Agent of payment of participation fees for the account of the Banks in the respective amounts heretofore mutually agreed; and (f) the Administrative Agent shall have received evidence satisfactory to it that all entire principal amount of any loans outstanding under, and all accrued interest and fees under, under the Existing Credit Agreements Agreement, together with accrued interest, fees and other amounts in respect thereof, shall have been paid in full, and the Administrative Agent shall have received a certificate in form satisfactory to it from the Company to such effect; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 20March 16, 20042009. Promptly after the Effective Date occurs, the The Administrative Agent shall promptly notify the Borrower Company and the Lenders thereofBanks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Agreement shall become effective only when on the date that all of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 10.04): (a) receipt by the Administrative Agent shall have received, from each party listed on of the signature pages hereof, parties hereto of either (i) a counterpart hereof signed by such party or facsimile (ii) telegraphic, telex or other written confirmation confirmation, in form satisfactory to the Administrative Agent Agent, confirming that such party has signed a counterpart hereofhereof has been signed by such party; (b) receipt by the Administrative Agent shall have received an opinion of General Counsel a certificate signed by the Vice Chairman for Strategy and Finance or the Vice President, Finance of each of the Borrower and the Guarantor, dated the Effective Date, to the effect that (or such other counsel for i) no Default has occurred and is continuing as of the Effective Date and (ii) the representations and warranties of the Borrower as may be acceptable to and the Agent), substantially Guarantor set forth in the form of Exhibit E heretoArticle IV hereof are true in all material respects on, and covering such additional matters relating to as of, the transactions contemplated hereby as the Required Lenders may reasonably request;Effective Date; 33 29 (c) receipt by the Administrative Agent shall have received of an opinion of Will▇▇▇ ▇. ▇▇▇▇▇▇ III, Esq., counsel to the Borrower and the Guarantor and given upon the Borrower's and the Guarantor's express instructions, and of Davi▇ ▇▇▇▇ & ▇▇▇▇Ward▇▇▇▇, special ▇▇ecial counsel for to the Administrative Borrower and the Guarantor, and given upon the Borrower's and the Guarantor's express instructions substantially in the forms of Exhibits E-1 and E-2 hereto, respectively; (d) receipt by the Agent of an opinion of Cravath, Swaine & Moor▇, ▇▇ecial counsel to the Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed;; and (e) receipt by the Administrative Agent shall have received of all documents the Administrative Agent it may reasonably request relating to the existence of the BorrowerBorrower and the Guarantor, the corporate authority for and the validity of this Agreement and the NotesAgreement, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 203, 20041999. Promptly after the Effective Date occurs, the Administrative The Agent shall promptly notify the Borrower and the Lenders thereofBanks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments effectiveness of this Amendment shall become effective only when all be conditioned upon the fulfillment to the satisfaction of the Administrative Agent of each of the following conditions have been satisfiedby no later than December 31, 2006: (ai) the The Administrative Agent shall have received counterparts of this Amendment executed by each of the parties required to execute the same pursuant to the Credit Agreement and the other Loan Documents. (ii) The Administrative Agent shall have received confirmation from the Additional Bank that all documentation required in connection with its joinder as an Additional Bank under the Credit Agreement shall have been received. (iii) The Additional Bank shall have received a new promissory note duly executed by the Borrower, and each Bank, whose Commitment is changed, as set forth on Schedule 1.01(a) attached hereto, shall have received a substitute promissory note duly executed by the Borrower in the amount of such changed Commitment. (iv) No Material Adverse Change shall have occurred since June 30, 2006. (v) The Administrative Agent shall receive written confirmation from each party listed on Fortis that it has received payment in full of all amounts owed to it under the signature pages hereof, either Credit Agreement and the other Loan Documents. (vi) Each of the Banks who shall have executed and delivered a counterpart to this Amendment, or the Administrative Agent on behalf of such Bank, shall have received the fee to which such Bank is entitled in accordance with Annex A hereto. Notwithstanding the foregoing, if any amendment set forth in Section 4 hereof signed by such party or facsimile any other provision hereof shall not become effective due to the failure to satisfy a condition of this Section 6, that shall not limit the effectiveness of any other provision hereof if the conditions to effectiveness thereof shall be satisfied. For purposes of determining compliance with the conditions specified in this Section 6, each Bank that has executed this Amendment shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other written confirmation matter either sent, or made available for inspection, by the Administrative Agent to such Bank for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent confirming that such party has signed a counterpart hereof; (b) and the Administrative Agent shall have received an opinion of General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable requisite Banks pursuant to the Agent), substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties heretoAgreement.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.04): (a1) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation satisfactory to from such party of execution of a counterpart hereof by such party); (2) receipt by the Administrative Agent confirming that such party has signed for the account of each Lender of a counterpart hereofduly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05; (b3) receipt by the Administrative Agent shall have received an opinion of General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Tischman ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative AgentP.A., substantially in the form of Exhibit F heretoand an opinion of Sheppard, and covering such additional matters relating to Mullin, ▇▇▇▇▇▇▇ & Hampton, LLP, substantially in the transactions contemplated hereby as the Required Lenders may reasonably requestform of Exhibit G; (d4) the Borrower shall have paid arrangements satisfactory to the Administrative Agent for the account repayment of each Lender a fee in all loans (if any) outstanding under the amount heretofore mutually agreedExisting Short Term Credit Agreements and the termination of the lending commitments thereunder; (e5) receipt by the Administrative Agent shall have received of all documents the Administrative Agent it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the . The Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, promptly notify the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occursBorrower, the Administrative Agent shall notify and each Lender of the Borrower and the Lenders thereofeffectiveness of this Agreement, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received of an opinion of the Executive Vice President & General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Company, substantially in the form of Exhibit E hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (c) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special counsel for the Administrative AgentCompany, substantially in the form of Exhibit F hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (d) the Borrower shall have paid to receipt by the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of each of the BorrowerBorrowers, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; (e) receipt by the Administrative Agent for the account of each Bank a front-end fee in the amount heretofore mutually agreed; and (f) receipt by the Administrative Agent shall have received of evidence satisfactory to it that of the payment of all principal of and interest on any loans outstanding under, and of all accrued interest and fees other amounts payable under, the Existing 2009 Credit Agreements shall have been paid Agreement. The Banks that are parties to the 2009 Credit Agreement, comprising the “Required Banks” as defined in full; provided such agreement, and the Company agree that the Commitments commitments under the 2009 Credit Agreement shall not become effective unless all terminate in their entirety simultaneously with and subject to the effectiveness of this Agreement, without notice or further action by any party under 2009 Credit Agreement, and that the foregoing conditions are satisfied not later than May 20, 2004Company shall be obligated to pay the accrued commitment fees thereunder to but excluding the date of such effectiveness. Promptly after the Effective Date occurs, the The Administrative Agent shall promptly notify the Borrower Company and the Lenders thereofBanks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) if requested pursuant to Section 2.06(d), receipt by the Administrative Agent shall have received an opinion of General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to account of each applicable Bank of a duly executed Note dated on or before the Agent), substantially in Effective Date complying with the form provisions of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably requestSection 2.06; (c) receipt by the Administrative Agent shall have received of an opinion of W. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇, Esq., Assistant Vice President and Associate Counsel of the Borrower, substantially in the form of Exhibit E-1 hereto and an opinion of Cravath, Swaine & ▇▇▇▇▇▇▇▇▇ LLP, special counsel for Counsel of the Administrative Agent, substantially in the form of Exhibit F E-2 hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) receipt by the Agent of written confirmation from the Borrower shall have paid to that the Administrative Agent for Borrower has (i) terminated all lending commitments under the account of each Lender a fee Existing Credit Agreement (other than those continuing hereunder as provided in the amount heretofore mutually agreedSection 9.11) and (ii) repaid all loans and other amounts, if any, outstanding or accrued thereunder; (e) receipt by the Administrative Agent shall have received of all documents the Administrative Agent it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) receipt by the Administrative Agent shall have Arrangers of all fees that are to be received evidence satisfactory to it that all principal by the Arrangers upon execution of any loans outstanding under, and all accrued interest and fees under, this Agreement in the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify amounts previously agreed upon between the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties hereto.Agent;

Effectiveness. The Commitments This Agreement shall become effective only when on the date that all of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.04): (a) receipt by the Administrative Agent shall have received, from each party listed on of the signature pages hereof, parties hereto of either (i) a counterpart hereof signed by such party or facsimile (ii) telegraphic, telex or other written confirmation confirmation, in form satisfactory to the Administrative Agent Agent, confirming that such party has signed a counterpart hereofhereof has been signed by such party; (b) receipt by the Administrative Agent shall have received an opinion of General Counsel a certificate signed by the Chief Financial Officer or the Vice President, Finance, of the Borrower, dated the Effective Date, to the effect that (i) no Default has occurred and is continuing as of the Effective Date and (ii) the representations and warranties of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent), substantially set forth in the form of Exhibit E heretoArticle IV hereof are true in all material respects on, and covering such additional matters relating to as of, the transactions contemplated hereby as the Required Lenders may reasonably requestEffective Date; (c) receipt by the Administrative Agent shall have received of an opinion of W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III, Esq., counsel to the Borrower, of D▇▇▇▇ ▇▇▇▇ & ▇W▇▇▇▇▇▇▇, special counsel for to the Administrative AgentBorrower, and of Drinker B▇▇▇▇▇ & R▇▇▇▇ LLP, Pennsylvania counsel to the Borrower, in each case given upon the Borrower’s express instructions, substantially in the form forms of Exhibit F Exhibits E-1, E-2 and E-3 hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably requestrespectively; (d) receipt by the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the NotesAgreement, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and; (e) the representations and warranties of the Borrower set forth in Article IV hereof are true in all material respects on and as of the Effective Date; (f) receipt by the Administrative Agent Banks of all the financial statements referred to in Section 4.04(a); (g) the 364-Day Credit Agreement shall have received evidence satisfactory to it that been executed and delivered by the parties thereto and shall be effective; (h) the Borrower shall have terminated all principal of any loans outstanding commitments under, and paid all amounts accrued interest and fees owing under, the Existing Credit Agreements Agreements; and (i) the Agent shall have been received all fees and other amounts due and payable by the Borrower on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid in fullby the Borrower; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 20December 6, 20042002. Promptly after the Effective Date occurs, the Administrative The Agent shall promptly notify the Borrower and the Lenders thereofBanks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Amendment shall become effective only when all on such date (the following conditions have been satisfied: (a"Effective Date") as the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart hereof signed by such party or facsimile or other written confirmation in form and substance satisfactory to the Administrative Agent confirming that such party has signed a counterpart hereofand the Lenders: (a) duly executed counterparts of this Amendment; (b) the Administrative Agent shall have received an opinion duly executed counterparts of General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E Annex I attached hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably requestsigned by each Party thereto; (c) duly executed counterparts of the Landec Subordination Agreement, signed by each Party thereto; (d) with respect to Landec and Borrower, such documentation as the Administrative Agent shall may reasonably require to establish the due organization, valid existence and good standing of each of Borrower and Landec, its authority to execute, deliver and perform under the Subordination Agreement and each of the other documents to which it is a party executed and delivered in connection therewith, and the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including, without limitation, authorizing resolutions, certified copies of articles of incorporation and amendments thereto (or, in the alternative, a statement to the effect that other than attached thereto, no amendments have received an been made to such articles of incorporation since November 29, 1999), bylaws and amendments thereto (or, in the alternative, a statement to the effect that other than attached thereto, no amendments have been made to such bylaws since November 29, 1999), certificates of good standing, incumbency certificates, Certificates of Responsible Officials, and the like; (e) a Certificate of Borrower certifying that attached thereto is a true, correct and complete, duly executed copy of the Subordinated Promissory Note, dated as of even date herewith, executed by Borrower in favor of Landec, in the principal amount of $5,000,000; and (f) the written legal opinion of ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering LLP as to such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties heretorequest.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received of an opinion of the General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Company, substantially in the form of Exhibit E hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (c) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (d) receipt by the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the BorrowerCompany, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (fe) receipt by the Administrative Agent shall have received of evidence reasonably satisfactory to it that all the entire principal amount of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 2030, 20042005. Promptly after The Agent shall promptly notify the Company and the Banks of the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereofDate, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. Section 6.01. The Commitments shall become effective only when all following are specified as additional conditions to the following conditions have been satisfiedeffectiveness of this Loan Agreement for the purposes of Section 9.01(f) of the Loan Regulations: (a) the Administrative Agent Project Loan Agreement shall have receivedbeen duly executed and delivered on behalf of the Borrower, from each party listed on shall have become legally binding upon the signature pages hereofBorrower in accordance with its terms, either and all conditions precedent to its effectiveness (other than a counterpart hereof signed by such party or facsimile or other written confirmation satisfactory to condition requiring the Administrative Agent confirming that such party has signed a counterpart hereofeffectiveness of this Loan Agreement) shall have been fulfilled; (b) the Administrative Agent SCF Loan Agreement shall have received an opinion of General Counsel been duly executed and delivered on behalf of the Borrower (or such other counsel for Borrower, shall have become legally binding upon the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E heretoaccordance with its terms, and covering such additional matters relating all conditions precedent to its effectiveness (other than a condition requiring the transactions contemplated hereby as the Required Lenders may reasonably requesteffectiveness of this Loan Agreement) shall have been fulfilled; (c) the Administrative Agent SCF Grant Agreement shall have received an opinion been duly executed and delivered on behalf of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇the Borrower, special counsel for shall have become legally binding upon the Administrative Agent, substantially Borrower in the form of Exhibit F heretoaccordance with its terms, and covering such additional matters relating all conditions precedent to its effectiveness (other than a condition requiring the transactions contemplated hereby as the Required Lenders may reasonably requesteffectiveness of this Loan Agreement) shall have been fulfilled; (d) the Borrower GAFSP Grant Agreement shall have paid been duly executed and delivered on behalf of the Borrower, shall have become legally binding upon the Borrower in accordance with its terms, and all conditions precedent to its effectiveness (other than a condition requiring the Administrative Agent for the account effectiveness of each Lender a fee in the amount heretofore mutually agreedthis Loan Agreement) shall have been fulfilled; (e) the Administrative Agent MEF shall have received all documents established the Administrative Agent may reasonably request relating to the existence of the BorrowerPMO and appointed key staff including PMO director, the corporate authority for procurement officer, finance and the validity of this Agreement accounting officer and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agenta safeguard officer; and (f) the Administrative Agent shall have received evidence satisfactory Borrower has, to it that all principal the full satisfaction of any loans outstanding underADB, and all accrued interest and fees under, met the Existing Credit Agreements shall have been paid in full; provided that policy actions for the Commitments shall not become effective unless all release of the foregoing conditions are satisfied not later than May 20, 2004First Tranche specified in Attachment 2 to Schedule 3 of this Loan Agreement. Section 6.02. Promptly A date 90 days after the Effective Date occurs, date of this Loan Agreement is specified for the Administrative Agent shall notify effectiveness of the Borrower and Loan Agreement for the Lenders thereof, and such notice shall be conclusive and binding on all parties heretopurposes of Section 9.04 of the Loan Regulations.

Effectiveness. The Commitments amendment and restatement of the Existing Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied: (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received of a duly executed Note for the account of each Bank dated on or before the Effective Date complying with the provisions of Section 2.6; (c) receipt by the Administrative Agent of an opinion of the General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Borrower, substantially in the form of Exhibit E hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (cd) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or the Required Lenders Banks may reasonably request; (de) the Borrower shall have paid to receipt by the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and; (f) receipt and review by the Administrative Agent and the Banks, with results reasonably satisfactory to the Administrative Agent and the Banks, of information confirming that (i) the Borrower and its Subsidiaries are taking all necessary and appropriate steps to ascertain the extent of, and to quantify and successfully address, business and financial risks facing the Borrower and its Subsidiaries as a result of the "Year 2000 Problem" (i.e., the inability of certain computer applications to recognize correctly and perform date-sensitive functions involving certain dates prior to and after December 31, 1999), including risks resulting from the failure of key vendors and customers of the Borrower and its Subsidiaries to successfully address the "Year 2000 Problem", (ii) the Borrower's and its Subsidiaries' material computer applications will, on a timely basis, adequately address the "Year 2000 Problem" in all material respects and (iii) the material computer applications of the key vendors and customers of Borrower and its Subsidiaries will on a timely basis adequately address the "Year 2000 Problem" in all material respects or the Borrower and its Subsidiaries will develop contingency plans to adequately address such failure of any such vendors and customers in all material respects; (g) there shall have received evidence satisfactory to it that all principal been no material disruption of any loans outstanding underor a material adverse change in the financial, and banking or capital markets which the Administrative Agent or the Arranger deem material in their sole discretion; (h) all accrued interest and but unpaid fees under, under the Existing Credit Agreements Agreement shall have been paid in full; and (i) receipt by the Administrative Agent of evidence satisfactory to it of the effectiveness of the Fourth Amended and Restated 364-Day Credit Agreement of even date herewith among Toyota Motor Sales, U.S.A., Inc., the banks listed therein and Bank of America, N.A., as Administrative Agent for such banks; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied or waived by all the Banks not later than May 20September 21, 20041999. Promptly after the Effective Date occurs, the The Administrative Agent shall promptly notify the Borrower and the Lenders thereofBanks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. This Amendment shall be deemed effective upon the completion of the following: 9.1 The Commitments due execution and delivery to Bank of counterparts of this Amendment and the Covenant Level Letter by each Borrower and the Bank; 9.2 The due execution and delivery to Bank of the Updated Perfection Certificate by Borrower; 9.3 Borrower shall become effective have delivered to the Bank a copy, certified by a duly authorized officer of Borrower to be true and complete as of the date hereof, of each of (i) the governing documents of Borrower as in effect on the date hereof (but, solely with respect to the By-Laws of each Borrower, only when all the following conditions if such By-Laws have been satisfied: modified since last delivered to the Bank), (aii) the Administrative Agent resolutions of Borrower authorizing the execution and delivery of this Amendment, the other documents executed in connection herewith and Borrower’s performance of all of the transactions contemplated hereby, and (iii) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall has executed and delivered this Amendment on behalf of Borrower; 9.4 Bank shall have receivedreceived long-form (if applicable) good standing certificates of each Borrower, from certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation, each party listed on dated as of a date no earlier than thirty (30) days prior to the signature pages hereofFourth Amendment Effective Date; 9.5 Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either a counterpart hereof signed by such party constitute Permitted Liens or facsimile have been or, in connection with the execution of this Amendment, will be, terminated or other written confirmation released; 9.6 Bank shall have received updated evidence reasonably satisfactory to Bank that the Administrative Agent confirming that such party has signed a counterpart hereofinsurance policies and endorsements required by Section 6.5 of the Loan Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (b) the Administrative Agent 9.7 Bank shall have received an opinion of General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request;executed Payment/Advance Form; and (c) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the 9.8 Borrower shall have paid to the Administrative Agent for the account of each Lender a fee fees and expenses described in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties heretoSection 4 above.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date hereof, provided that each of the following conditions shall have been satisfiedsatisfied (or waived in accordance with Section 9.05) on such date: (a) the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart received counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, the Administrative Agent shall have received, in form satisfactory to it, telegraphic, telecopy, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) the Administrative Agent shall have received a duly executed Note for the account of each Bank dated on or before the Effective Date complying with the provisions of Section 2.06; (c) the Administrative Agent shall have received an opinion of General ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, special New York counsel for the Borrower, and an opinion of ▇▇▇▇ ▇▇▇▇, Senior Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Borrower, substantially in the form forms of Exhibit E heretoExhibits E-1 and E-2, respectively, and each covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (cd) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative AgentAgents, dated the date of such Borrowing, substantially in the form of Exhibit F hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that of the payment of all principal of and interest on any loans outstanding under, and all accrued interest and fees under, the Existing 1998 Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004Agreement. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders Banks thereof, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received of an opinion of General each of (i) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Executive Vice President and Chief Corporate Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Guarantor, substantially in the form of Exhibit E hereto, (ii) Beghin & ▇▇▇▇▇▇ in association with ▇▇▇▇▇ & Overy, special Luxembourg counsel for the Borrower, substantially in the form of Exhibit F hereto and covering such additional matters relating to (iii) ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, special Bermuda counsel for the transactions contemplated hereby as Guarantor, substantially in the Required Lenders may reasonably requestform of Exhibit G hereto; (c) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, H hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (d) receipt by the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the BorrowerBorrower and the Guarantor, the corporate authority for and the validity of this Agreement and the Promissory Notes, and any other matters reasonably determined by the Agent to be relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent; and; (fe) arrangements satisfactory to the Administrative Agent shall have received evidence satisfactory to it that been made for the payment of all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements 364-Day Agreement; and (f) arrangements satisfactory to the Agent shall have been paid made for the payment of participation fees for the account of the Banks in fullthe respective amounts heretofore mutually agreed; provided PROVIDED that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 20February 9, 20042001. Promptly after The Agent shall promptly notify the Borrower, each Bank and each other party to the Existing 364-Day Agreement of the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereofDate, and such notice shall be conclusive and binding on all parties heretoto the Financing Documents.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.5): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telecopy or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received for the account of each Bank requesting a Note of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.5; (c) receipt by the Administrative Agent of a certificate of the chief financial officer, the treasurer or an assistant treasurer of each Borrower stating that the representations and warranties of each Borrower set forth in Article IV hereof are true in all material respects as of the date of such certificate; (d) receipt by the Administrative Agent of (i) an opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Senior Vice President and General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)IR Parent, substantially in the form of Exhibit E hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (cii) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special Bermuda counsel for to the Administrative AgentBorrowers, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) receipt by the Administrative Agent shall have received all documents of a certificate of the Administrative Agent may reasonably request relating secretary or assistant secretary of each Borrower, dated as of the Effective Date, certifying (i) that attached thereto is a true and complete copy of each organizational document of such Borrower certified (to the existence extent applicable) as of a recent date by the Borrowerappropriate Governmental Authority of Bermuda, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the corporate authority for board of directors of such Borrower authorizing (A) the execution, delivery and the validity performance of this Agreement and the NotesNotes to which such Borrower is a party and (B) the Borrowings hereunder, and, in each case, that such resolutions have not been modified, rescinded or amended and are in full force and effect, (iii) as to the incumbency and specimen signature of each officer executing this Agreement or any Note or any other matters relevant hereto, all document delivered in form and substance satisfactory connection herewith on behalf of such Burrower (together with a certificate of another officer as to the Administrative Agentincumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (e)) and (iv) that there have been no changes in the certificate of incorporation or bylaws (or equivalent organizational document) of such Borrower from the certificate of incorporation or bylaws (or equivalent organizational document) delivered pursuant to clause (i) above; and (f) receipt by the Administrative Agent shall have received evidence satisfactory of all fees and expenses payable to it that the Administrative Agent or any Bank on or prior to the Effective Date hereunder and under the Fee Letters, including reimbursement or payment of all principal reasonable out-of-pocket expenses (including the expenses of any loans outstanding undercounsel) required to be reimbursed or paid by the Borrowers hereunder, and all accrued interest and fees underin each case , to the Existing Credit Agreements shall have been paid in fullextent invoiced at least two Domestic Business Days prior to the Effective Date; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 20July 15, 20042008. Promptly after the Effective Date occurs, the The Administrative Agent shall promptly notify the Borrower Borrowers and the Lenders thereofBanks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments amendments provided for herein shall become effective only when all on the date (the "Amendment Effective Date") that the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received, from each party listed on the signature pages hereof, either with a counterpart hereof signed for each Lender, this Amendment, duly executed and delivered by such party or facsimile or other written confirmation satisfactory to the Administrative Agent confirming that such party has signed a counterpart hereofBorrower, the Required Lenders, each Lender whose Commitment is being increased and the Agent; (b) the Administrative Agent shall have received an opinion received, with a counterpart for each Lender, a copy of General Counsel the resolutions, in form and substance satisfactory to the Agent, of the Borrower (or such other counsel for authorizing the execution, delivery and performance by the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably requestthis Amendment; (c) the Administrative Agent shall have received received, with a counterpart for each Lender, an opinion of Lync▇, ▇▇▇▇▇ ap▇▇▇▇ & ▇lsu▇, ▇▇▇▇▇▇▇unsel to the Borrower, special counsel for dated the Administrative Agentdate hereof, substantially in form and substance satisfactory to the form of Exhibit F hereto, and Agent covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Agent may reasonably request; (d) each of the Borrower Agent and each Lender shall have paid received any fees and expenses required to be received by it on the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreedAmended Effective Date; (e) the Administrative Agent each Lender shall have received all documents for its account a promissory note of the Administrative Agent may reasonably request relating Borrower evidencing the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A to the existence of the BorrowerCredit Agreement, the corporate authority for with appropriate insertions as to date and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agentprincipal amount; and (f) the Administrative Agent shall have received evidence received, in form and substance satisfactory to it that all principal of any loans outstanding underit, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all a written confirmation of the foregoing conditions are satisfied not later than May 20Subsidiaries Guarantee, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower executed and the Lenders thereof, and such notice shall be conclusive and binding on all parties heretodelivered by a duly authorized officer of each Subsidiary Guarantor.

Effectiveness. The Commitments (a) This Agreement shall become effective only when on the date (the "Restatement Effective Date") on which all of the following conditions have been satisfied: (a) the Administrative Agent parties hereto shall have received, from each party listed on signed a copy hereof (whether the signature pages hereof, either a counterpart hereof signed by such party same or facsimile or other written confirmation satisfactory different copies) and shall have delivered the same to the Administrative Agent confirming at its Notice Office or, in the case of the Banks, shall have given to the Administrative Agent telephonic notice (confirmed in writing), written or facsimile transmission notice (actually received) in accordance with Section 12.03 at such office that such party the same has been signed a counterpart hereof;and mailed to it. (b) On the Administrative Agent Restatement Effective Date, each New Bank and each Continuing Bank shall have received an opinion of General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid delivered to the Administrative Agent for the account of each Lender a fee the Borrower an amount equal to (i) in the case of each New Bank, the Loans to be made by such New Bank on the Restatement Effective Date and (ii) in the case of each Continuing Bank, the amount heretofore mutually agreed; (e) by which the principal amount of Loans to be made and/or converted by such Continuing Bank on the Restatement Effective Date exceeds the amount of the Existing Loans of such Continuing Bank outstanding on the Restatement Effective Date. Notwithstanding anything to the contrary contained in this Section 12.10(b), in satisfying the foregoing condition, unless the Administrative Agent shall have received all documents been notified by any Bank prior to the occurrence of the Restatement Effective Date that such Bank does not intend to make available to the Administrative Agent may reasonably request relating such Bank's Loans required to the existence of the Borrowerbe made by it on such date, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) then the Administrative Agent shall have received evidence satisfactory may, in reliance on such assumption, make available to it that all principal the Borrower the corresponding amounts in accordance with the provisions of any loans outstanding underSection 1.04, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, making available by the Administrative Agent of such amounts shall notify satisfy the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties heretocondition contained in this Section 12.10(b).

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied: satisfied (a) or waived in accordance with Section 10.8): receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telecopy, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereof; (b) hereof by such party); receipt by the Administrative Agent shall have received of an opinion of General Counsel of the Borrower (or such other i) Fraser & ▇▇▇▇▇▇, special counsel for the Borrower as may be acceptable to the Agent)Borrowers, substantially in the form of Exhibit E E-1 hereto, (ii) Sidley & Austin, substantially in the form of Exhibit E-2 hereto and (iii) ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel of the Guarantor, substantially in the form of Exhibit E-3 hereto, and in each case covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (c) ; receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (d) ; receipt by the Borrower shall Agent of all documents it may have paid reasonably requested prior to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request date hereof relating to the existence of each Borrower and the BorrowerGuarantor, the corporate authority for and the validity of this Agreement and the NotesAgreement, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) receipt by the Administrative Agent shall have received of evidence satisfactory to it that the Merger shall have been consummated in accordance with the Merger Agreement, without any amendment thereof or waiver thereto which (i) is material in the context of this Agreement and (ii) the Required Banks shall not have consented to in writing; and receipt by the Agent of evidence satisfactory to it of the payment of all principal of and interest on any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall and of the termination of the commitments of the lenders thereunder; and the Guarantor's Credit Agreements have been paid in full; provided that duly executed and all conditions precedent to the Commitments effectiveness thereof as set out therein have been satisfied; (a) The Agent shall not become effective unless all promptly notify the Borrowers and the Banks of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereofDate, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received of an opinion of General Counsel the principal legal officer of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Borrower, substantially in the form of Exhibit E hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (c) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (d) the Borrower shall have paid to receipt by the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (fe) receipt by the Administrative Agent shall have received evidence satisfactory to it of counterparts of the Fee Letter signed by each of the parties thereto, together with payment by the Borrower of the fees payable thereunder on the Effective Date; PROVIDED that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments this Agreement shall not become effective or binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 20August 3, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties hereto1999.

Effectiveness. The Commitments This Amendment shall become effective only when all and as of the date (the "Amendment Closing Date") that each of the following conditions have been satisfiedfulfilled to the satisfaction of the Agent (or waived by the Agent). The first date on which all of the following conditions have been so satisfied (or so waived) is herein referred to as the "Amendment Closing Date". If the Amendment Closing Date shall not have occurred by the close of business (New York time) on July 1, 1997 (or such later date as may be specified to by the Agent in writing), this Amendment shall be deemed rescinded, null and void: (a1) The Borrower, Holding, and the Administrative Agent Banks shall have received, from each party listed on executed a copy hereof and delivered the signature pages hereof, either a counterpart hereof signed by such party or facsimile or other written confirmation satisfactory same to the Administrative Agent confirming that such party has signed a counterpart hereof; (b) the Administrative Agent shall have received an opinion of General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) the Administrative Agent shall have received an opinion of at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇) or, special counsel for in the Administrative case of the Banks, shall have given to the Agent written notice (actually received) that the same has been signed and is being sent to the Agent. (2) The Borrower, KSI, FAI, FOSI, each UK Guarantor and each Foreign Guarantor shall have each executed a confirming consent, substantially in the form of Exhibit F heretoAnnex A hereto or otherwise satisfactory to the Agent (each, a "Confirming Consent"), and covering such additional matters relating delivered the same to the transactions contemplated hereby as the Required Lenders may reasonably request;Agent. (d3) the Borrower There shall have paid been delivered to the Administrative Agent for a certificate of an authorized officer and of the account secretary of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, Holding, F-Australia, F-New Zealand and FOSI, with respect to the corporate authority for various transactions referred to herein, along with resolutions authorizing the same, specimen signatures and the validity of this Agreement and the Notesincumbency certificates, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and, certified copies of the Charter Documents of each such Person (other than the Borrower) and a short form and long-form good-standing certificate of FOSI, which in each case, shall be satisfactory to the Agent in all respects. (f4) the Administrative Agent The Borrower shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, delivered the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower 1997 Term Note and the Lenders thereof, and such notice shall be conclusive and binding on all parties heretoRevolving Credit Note in the form of Exhibit RC-1 hereto to the Agent.

Effectiveness. The Commitments This Agreement shall become effective only when on the first date by which all of the following conditions shall have been satisfiedsatisfied (or waived in accordance with Section 9.05), but only if all of such conditions shall have been satisfied (or waived) on or before April 15, 2000: (a) receipt by the Administrative Agent of counterparts of this Agreement signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, from each party listed on receipt by the signature pages hereofAgent in form satisfactory to it of telegraphic, either a counterpart hereof signed by such party or facsimile facsimile, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received an opinion of General Counsel of the Borrower (or such other counsel duly executed Notes for the Borrower as may be acceptable to account of each Bank, dated on or before the Agent), substantially in Effective Date and complying with the form provisions of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably requestSection 2.03; (c) receipt by the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇counterparts of the the Release of Claims, special counsel for dated as of the Administrative Agent, substantially in date hereof and duly executed by each of the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably requestparties thereto; (d) the aggregate "Commitments" under the Existing Credit Agreement shall have been reduced to an amount not exceeding $56,000,000 and the Borrower shall have paid to repaid such principal amount of the Administrative Agent for the account of each Lender a fee in "Loans" outstanding thereunder (together with any accrued interest on the amount heretofore mutually agreedrepaid and any amount payable pursuant to Section 2.12 of the Existing Credit Agreement) as shall be required in connection with such reduction (taking into account any outstanding Letter of Credit Liabilities); (e) the Administrative Agent shall have received all documents the Administrative Agent may evidence reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; andAgent that no additional financing statements are required to be filed under the Uniform Commercial Code of any jurisdiction in order to perfect the security interests created by the Collateral Documents; (f) receipt by the Administrative Agent shall have received of evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all Agent of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties hereto.insurance coverage required by Section 5.03;

Effectiveness. The Commitments This Amendment shall become effective only when all on the first date when, and simultaneously with the time upon which, the following conditions have been satisfied: are met (a) the Administrative "Amendment Effective Date"): the Agent shall have received, from each party listed on the signature pages hereof, either signed a counterpart hereof and shall have received counterparts hereof signed by such each of the Purchasers, each of the New Purchasers, the Seller and the Servicer (or, in the case of any party or as to which an executed counterpart shall not have been received, the Agent shall have received in form satisfactory to it facsimile or other written confirmation satisfactory from such party of execution of a counterpart hereof by such party); the Agent, Citigroup Global Markets, Inc. and Banc of America Securities LLC shall have received payment of all amendment fees (including any fees for the account of the Purchasers in amounts heretofore mutually agreed) arrangement fees, other costs, fees and expenses (including, without limitation, reasonable legal fees and expenses for which invoices shall have been submitted to the Administrative Agent confirming that such party has signed a counterpart hereof; (bServicer) and other compensation due and payable to any of the Administrative foregoing on or prior to the Amendment Effective Date in connection with the Transaction Documents or this Amendment; and the Agent shall have received an opinion of General Counsel of bring-down opinions dated the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E hereto, and covering such additional matters Amendment Effective Date relating to the transactions contemplated hereby opinions delivered on the Closing Date of the Receivables Agreement covering such corporate and other matters as the Required Lenders Agent may reasonably request; (c) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower Seller, the Servicer, the Purchasers and the Lenders other Facility Agents thereof, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Agreement shall become effective only when all upon its execution by the following conditions have been satisfiedAdditional Guarantor, the Borrower, each Guarantor and each Agent and receipt by the Agents of the following, in each case in form and substance reasonably satisfactory to the Agents: (a) original counterparts to this Agreement, duly executed by the Administrative Agent shall have receivedBorrower, from each party listed on Guarantor, the signature pages hereofAdditional Guarantor and the Agents, either a counterpart hereof signed by such party or facsimile or other written confirmation satisfactory together with the Schedules referred to the Administrative Agent confirming that such party has signed a counterpart in Section 2(b) hereof; (b) the Administrative Agent shall have received an opinion of General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable a Supplement to the Agent)Security Agreement, substantially in the form of Exhibit E heretoC to the Security Agreement (the "Security Agreement Supplement"), duly executed by the Additional Guarantor, and covering such additional matters relating any instruments of assignment or other documents required to be delivered to the transactions contemplated hereby Agents pursuant to the terms thereof; (c) a Pledge Amendment to the Security Agreement to which the parent company of the Additional Guarantor is a party, in substantially the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interest of the Additional Guarantor to be pledged to the Collateral Agent pursuant to the terms thereof; (i) certificates, if any, representing 100% of the issued and outstanding Equity Interests of the Additional Guarantor and each Subsidiary of the Additional Guarantor and (ii) all original promissory notes of such Additional Guarantor, if any, in each case, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Required Lenders Collateral Agent may reasonably request; (ce) to the Administrative extent required under the Financing Agreement, a Mortgage (the "Additional Mortgage"), duly executed by the Additional Guarantor, with respect to the real property owned or leased, as applicable, by the Additional Guarantor, together with all other applicable Real Property Deliverables, agreements, instruments and documents as the Collateral Agent shall have received an may reasonably require, whether comparable to the documents required under Section 7.01(m) of the Financing Agreement or otherwise; (f) (i) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or in the opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Collateral Agent, substantially in desirable to perfect the form of Exhibit F hereto, security interests purported to be created by the Security Agreement Supplement and covering such additional matters relating any Mortgage and (ii) evidence reasonably satisfactory to the transactions contemplated hereby Collateral Agent of the filing of such UCC-1 financing statements; (g) If requested by the Agents, a favorable written opinion of counsel to the Loan Parties as to such matters as the Required Lenders Agents may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (fh) such other agreements, instruments or other documents reasonably requested by the Administrative Collateral Agent shall have received evidence satisfactory in order to it that all principal create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any loans outstanding under, and all accrued interest and fees under, Lien purported to be covered by the Existing Credit Agreements shall have been paid in full; provided Security Agreement Supplement or any Additional Mortgage or otherwise to effect the intent that the Commitments Additional Guarantor shall not become effective unless bound by all of the foregoing conditions are satisfied not later terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties heretoPermitted Liens.

Effectiveness. The Commitments (a) Except as set forth in Section 34(b) below, this Amendment shall become effective only when all as of the date first written above (the "Fourth Amendment Effective Date") upon the satisfaction of each of the following conditions have been satisfiedconditions, in each case in a manner satisfactory to, and in form and substance satisfactory to, the Holders on or before September 13, 2002: (ai) the Administrative Agent This Amendment shall have receivedbeen duly executed and delivered by each of the Company, from each party listed on the signature pages hereofGuarantors and the Holders and shall be in full force and effect. (ii) The Holders shall have received amended and restated Notes executed by the Company and issued pursuant to Section 13.2 of the Existing Note Purchase Agreements, either a counterpart hereof signed by such party or facsimile in the forms attached hereto as Annex C (Series A Notes) and Annex D (Series B Notes), respectively. (iii) The Holders shall have received evidence that the SPV Pledge Agreement shall have been duly executed, in full force and effect and delivered to the Collateral Agent, together with (A) all trust certificates or other written confirmation certificates evidencing the Company's beneficial and ownership interests in the SPV, (B) a dated instruction letter to the trustee, advising the trustee of the transfer of the trust certificate, (C) instruments of assignment duly executed in blank, and (D) an undated consent from the management board of the SPV, consenting to the transfer, each in form and substance satisfactory to the Administrative Agent confirming that such party has signed a counterpart hereof;Holders. (biv) the Administrative Agent The Holders shall have received an opinion of General Counsel (A) evidence of the Borrower (or such other counsel for the Borrower as may be acceptable effectiveness of an amendment to the Agent)Bank Loan Agreement, substantially in form and substance satisfactory to the form of Exhibit E heretoHolders, and covering such additional matters relating (B) evidence of the waiver of any defaults existing immediately prior to the transactions contemplated hereby as Fourth Amendment Effective Date under the Required Lenders may reasonably request;Bank Loan Agreement, each in form and substance satisfactory to the Holders. (cv) the Administrative Agent The Holders shall have received (A) evidence of the effectiveness of an opinion amendment to the Financial Agreement, in form and substance satisfactory to the Holders, together with all requisite consents from the Financial Banks, in form and substance satisfactory to the Holders, including consent for the $5,000,000 capital contribution by the Parent to Freshstart Venture Capital Corp and (B) evidence of the waiver of any defaults existing immediately prior to the Fourth Amendment Effective Date under the Financial Agreement. (vi) The Holders shall have received copies of all documentation executed and delivered in connection with the ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Facility, together with evidence of consummation of the ▇▇▇▇▇▇▇ ▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, ▇▇▇ Facility upon terms and covering such additional matters relating conditions satisfactory to the transactions contemplated hereby as the Required Lenders may reasonably request;Holders. (dvii) The Holders and the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents a payment of not less than $99,000,000 from the Administrative Agent may reasonably request relating proceeds of the consummation of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Facility and cash on hand of the Company, which payment (A) when added to the existence proceeds to be received on account of the Borrowertransaction permitted pursuant to Section 10.1(a)(4)(B) of the Note Purchase Agreements, the corporate authority for shall total no less than $104,000,000 and (B) shall be applied to repay outstanding Term Loans and the validity of this Agreement and principal amounts outstanding under the Notes, in an amount equal to one hundred percent (100%) of such payment, with such payment being allocated among the Agent, the Funding Banks, and any the Holders on a pro rata basis in accordance with the provisions of Section 5 of the Intercreditor Agreement. (viii) The Holders shall have received all accrued and unpaid interest on the Outstanding Notes due and owing immediately prior to the Fourth Amendment Effective Date. (ix) The Holders shall have received a fee equal, in the aggregate, to 0.25% of the outstanding principal of the Notes after giving effect to payment of the Principal Payment due on the Fourth Amendment Effective Date. Such fee shall be fully earned as of the Fourth Amendment Effective Date and non-refundable when paid. (x) The Holders shall have received evidence that the $854,000 intercompany balance between the Company and Freshstart Venture Capital Corp. has been reduced to $0. (xi) All reports, statements, schedules, certificates and other matters relevant heretodocuments required to be delivered to the Holders pursuant to Section 7.1 of the Note Purchase Agreements, as amended by this Amendment, shall have been so delivered. (xii) The Holders shall have received a copy of a fully executed letter between the Company and a document imaging company, such letter to be in form and substance reasonably satisfactory to the Collateral Agent, which letter sets forth rates for such document imaging company to produce compact discs containing imaged copies of all of the promissory notes, security agreements and financing statements related to the Loans constituting Collateral, with such descriptive data items attached to each such promissory note, security agreement and financing statement as may be required by the Collateral Agent to permit sorting and indexing. (xiii) Except as specified in the Documentation Punch List Letter, the Collateral Agent shall have received (A) copies of appropriate assignment documents for intercompany loan transfers identified by ▇.▇. ▇▇▇▇▇▇ as necessary or desirable including, without limitation, all promissory notes owned by the Company marked to reflect any chain of assignment thereof to the Company and (B) satisfactory evidence that all necessary steps to rectify any material deficiencies noted by ▇.▇. ▇▇▇▇▇▇ in its review of the Collateral have been performed. (xiv) The Holders shall have received from the Secretary of the Company a copy, certified by such Secretary to be true and complete as of such date, of the resolutions of its Board of Directors or other management authorizing, to the extent it is a party thereto, the execution, delivery and performance of the Fourth Amendment. (xv) The Holders shall have received favorable legal opinions, dated as of the date hereof, in form and substance satisfactory to the Administrative Agent; andHolders, from counsel to the Company and the Guarantors and Delaware counsel to the Company, concerning corporate or other applicable entity authority matters and the enforceability of each of the Amendment Documents and the SPV Pledge Agreement, and the Note Purchase Agreements and the other Note Documents as amended thereby, and concerning such other matters as the Holders may request. (fxvi) the Administrative Agent The Holders shall have received evidence satisfactory to it that the funds transfer agreement required by Section 32(a) of this Amendment, signed by the Company and the Collateral Agent. (xvii) ▇▇▇▇ ▇▇▇▇▇▇▇ LLC shall have received payment of all principal fees and expenses outstanding as of any loans outstanding underthe date hereof, including, but not limited to, fees and expenses occurred in connection with the preparation of this Amendment and ancillary documentation and all accrued interest fees and fees underexpenses incurred in connection with the employment of Nightingale & Associates LLC. (xviii) ▇▇▇▇ ▇▇▇▇▇▇▇ LLC shall have received payment of an additional retainer in the amount of $100,000 from the Company, which amount shall include a retainer on account of the continued employment of Nightingale & Associates LLC. (xix) The Holders shall have received such other items, documents, agreements or actions as they may reasonably request in order to effectuate the transactions contemplated hereby. (b) The amendments set forth in (i) Section 10.1(a)(4)(G) (sale of up to $10,000,000 of Commercial Loans to the Parent in exchange for Medallion Loans of equivalent value), (ii) Section 10.1(a)(4)(B) (transfer of $4,100,000 to the Parent as reimbursement for allocable overhead and expenses) and (iii) Section 10.1(a)(4)(F) (repurchase of participations in Medallion Loans from Freshstart Venture Capital Corp.) shall become effective as of the date hereof. In the event that either of the transactions described in Sections 34(b)(i) and (ii) above occur on or after the date hereof and prior to the Fourth Amendment Effective Date, the Existing Credit Agreements requirement that no Default or Event of Default shall have been paid in full; provided that the Commitments occurred or be continuing, or would result therefrom, shall not become effective unless all apply thereto. (c) The Holders agree to provide notice to the Company of the occurrence and date of the Fourth Amendment Effective Date promptly upon satisfaction of each of the foregoing conditions are satisfied not later than May 20, 2004conditions. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such Such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Agreement shall become effective only when all on the ------------- date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telecopy, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received of an opinion of the Deputy General Counsel of to the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E hereto, B-1 hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (c) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.A., special counsel for the Administrative AgentBorrower, substantially in the form of Exhibit F hereto, B-2 hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request.; (d) the Borrower shall have paid to receipt by the Administrative Agent for of a certificate signed by a Vice President, the account Treasurer or the Controller of each Lender a fee the Borrower, dated the Effective Date, to the effect set forth in the amount heretofore mutually agreedclauses (c) and (d) of Section 3.02; (e) receipt by the Administrative Agent shall have received of all documents it may have reasonably requested prior to the Administrative Agent may reasonably request date hereof relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 20April 30, 20042002. Promptly after the Effective Date occurs, the The Administrative Agent shall promptly notify the Borrower and the Lenders thereofBanks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.. The Borrower and the Banks party to the

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfiedsatisfied or waived by all the Banks: (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received an opinion for the account of General Counsel each Bank a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.02; (c) receipt by the Borrower (or such other Agent of opinions of counsel for the Borrower as may be acceptable substantially in the forms of Exhibits B-1 and B-2 hereto and covering such additional matters relating to the transactions contemplated hereby as the Agent or the Required Banks may reasonably request; (d) receipt by the Agent of an opinion of Davi▇ ▇▇▇▇ & ▇ard▇▇▇▇, ▇▇ecial counsel for the Agent), substantially in the form of Exhibit E hereto, C hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (ce) receipt by the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, Amended and covering such additional matters relating Restated Security Documents duly executed by each Loan Party party to the transactions contemplated hereby as the Required Lenders may reasonably requesta Financing Document; (df) receipt by the Borrower shall have paid to the Administrative Agent of duly executed financing statements on Form UCC-1 in suitable form for the account of each Lender a fee filing in the amount heretofore mutually agreedjurisdictions listed in Schedule III hereto, together with payment of all related filing fees and taxes; (eg) the Administrative Agent fact that, immediately after the effectiveness of this Agreement, no Default under this Agreement shall have received occurred and be continuing; (h) the fact that the representations and warranties of the Borrower contained in this Agreement and of each Loan Party contained in each Security Document to which such Loan Party is a party shall be true and correct on and as of the Effective Date; (i) the fact that immediately after the effectiveness of this Agreement, all loans outstanding under the Third Amended and Restated Credit Agreement dated as of March 28, 1997 among the Borrower, the banks listed therein and the Agent (the "Existing Credit Agreement") shall have been repaid in full (after giving effect to the application of the proceeds of the Loans), together with accrued interest thereon and all other amounts payable thereunder; (j) receipt by the Agent of a certificate of the Chief Financial Officer, stating that on the Effective Date the conditions specified in the foregoing clauses (g), (h) and (i) are satisfied; (k) receipt by the Agent of all documents the Administrative Agent (including, without limitation, legal opinions) it may reasonably request relating to the existence of the Borrowereach Loan Party, the corporate authority for and the validity of this Agreement the Financing Documents, governmental and regulatory approvals with respect to the Notes, Financing Documents and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and; (fl) receipt by the Administrative Agent shall have received evidence satisfactory for the account of each Bank of the Commitment Fee referred to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; Section 2.06. provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 20January 10, 20041997. Promptly after the Effective Date occurs, the Administrative The Agent shall promptly notify the Borrower and the Lenders thereofBanks of the effectiveness of this Agreement, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Documentation Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Documentation Agent in form satisfactory to it of telegraphic, telex, telecopy or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Documentation Agent shall have received of an opinion of General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Borrower, substantially in the form of Exhibit E hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (c) receipt by the Administrative Documentation Agent shall have received of an opinion of ▇▇▇▇Davi▇ ▇▇▇▇ & ▇▇▇▇Ward▇▇▇▇, special ▇▇ecial counsel for the Administrative AgentAgents, substantially in the form of Exhibit F hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (d) receipt by the Borrower shall have paid to the Administrative Documentation Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Documentation Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the NotesDebt incurred hereunder, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Documentation Agent; and (fe) receipt by the Administrative Documentation Agent shall have received of evidence satisfactory to it that of the payment of all principal of and interest on any loans outstanding under, and of all accrued interest and fees other amounts payable under, the Existing Credit Agreements shall have been paid in fullAgreement; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 2021, 20041998. Promptly after the Effective Date occurs, the Administrative The Documentation Agent shall promptly notify the Borrower and the Lenders thereofBanks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Banks that are parties to the Existing Credit Agreement, comprising the "REQUIRED BANKS" as defined therein, and the Borrower agree that the commitments under the Existing Credit Agreement shall terminate in their entirety simultaneously with and subject to the effectiveness of this Agreement and that the Borrower shall be obligated to pay the accrued facility fees thereunder to but excluding the date of such effectiveness.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent of counterparts hereof signed in number sufficient for each party by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, from each party listed on receipt by the signature pages hereofAdministrative Agent in form satisfactory to it of telegraphic, either a counterpart hereof signed by such party or facsimile telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received an opinion of General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to account of each Lender of a duly executed Revolving Note and Term Note, dated on or before the Agent)Effective Date, substantially in complying with the form provisions of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably requestSection 2.04; (c) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇LLP, special counsel for the Administrative AgentBorrower, substantially in the form of Exhibit F B hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to receipt by the Administrative Agent for of all fees payable on or prior to the account of each Lender a fee in the amount heretofore mutually agreedEffective Date; (e) receipt by the Administrative Agent shall have received of all documents the Administrative Agent it may reasonably request relating to the existence of the Borrower, Borrower and the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; (f) since December 31, 2003 there has been no event, condition or occurrence that could have a Material Adverse Effect; and (fg) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements 364 Day Agreement shall have been fully terminated and all “Obligations” outstanding under and defined therein shall be fully paid in full; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 20March 7, 20042005. Promptly after the Effective Date occurs, the The Administrative Agent shall promptly notify the Borrower and the Lenders thereofof the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Agreement shall become effective only when upon (x) termination of the Commitments (as defined in the Existing Credit Agreement referred to below in this clause (x)) under the Existing Credit Agreement dated as of March 7, 1997 among the Borrower, the banks listed therein and Morg▇▇ ▇▇▇ranty Trust Company of New York, as agent, and payment in full of all amounts owing thereunder to any of such banks or such agent and (y) receipt by the Administrative Agent of the following conditions have been satisfieddocuments, each dated the Effective Date unless otherwise indicated: (a) counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent shall have receivedin form satisfactory to it of telegraphic, from each party listed on the signature pages hereoftelex, either a counterpart hereof signed by such party or facsimile or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) a duly executed Note for the Administrative Agent shall have received an opinion account of General each Bank dated on or before the Effective Date complying with the provisions of Section 2.5; (c) opinions of Simp▇▇▇ ▇▇▇▇▇▇▇ & ▇art▇▇▇▇, ▇▇ecial counsel for the Borrower, Polsinelli, White, Vard▇▇▇▇ & ▇halton, Kansas counsel for the 29 Borrower, and Mart▇▇ ▇. ▇▇▇▇▇▇, ▇▇neral Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Borrower, substantially in the form respective forms of Exhibit E heretoExhibits E-1, E-2 and E-3 hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (cd) the Administrative Agent shall have received an opinion of ▇▇▇▇Davi▇ ▇▇▇▇ & ▇▇▇▇ard▇▇▇▇, special ▇▇ecial counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed;; and (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the . The Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall promptly notify the Borrower and each Bank of the Lenders thereofeffectiveness of this Agreement, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received for the account of each Bank of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05; (c) receipt by the Agent of an opinion of General Counsel of the Borrower (or such other Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel for the Borrower as may be acceptable to the Agent)Borrower, substantially in the form of Exhibit E E-1 hereto, and covering such additional matters relating to of an opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, counsel for the transactions contemplated hereby as Borrower, substantially in the Required Lenders may reasonably requestform of Exhibit E-2 hereto; (cd) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) receipt by the Administrative Agent shall have received of all documents the Administrative Agent it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent; and (f) receipt by the Administrative Agent shall have received of evidence satisfactory to it that of the payment of all principal of any and interest on loans outstanding underunder the Prior Agreement (other than any "MONEY MARKET LOANS" outstanding under the Prior Agreement and held by Banks party to this Agreement, and all accrued which shall remain outstanding with the same terms as to amount, interest and fees under, maturity established pursuant to the Existing Credit Agreements Prior Agreement but which shall have been paid in full; provided that the Commitments shall not become effective unless all for purposes of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall this Agreement be conclusive and binding on all parties hereto.deemed to be

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 11.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex, facsimile transmission or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received for the account of each Bank of a duly executed Note of the Company dated on or before the Effective Date complying with the provisions of Section 2.05; (c) receipt by the Agent of an opinion of the General Counsel of the Borrower Company (or such other counsel for the Borrower as may be acceptable Company reasonably satisfactory to the Agent), substantially in the form of Exhibit E hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (cd) receipt by the Administrative Agent shall have received of an opinion of Davis Polk & Wardwell, special counsel for the Agent, substantially ▇▇▇ ▇▇▇ ▇▇▇m o▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit t F hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) receipt by the Administrative Agent shall have received of all documents the Administrative Agent it may reasonably request relating to the existence of the BorrowerCompany, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) receipt by the Administrative Agent shall have received of evidence satisfactory to it that of the payment of all principal of and interest on any loans outstanding under, and of all accrued interest and fees other amounts payable under, the Existing Credit Agreements shall have been paid in fullAgreements; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not no later than May 20October 16, 20042001. Promptly after The Agent shall promptly notify the Company and the Banks of the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereofDate, and such notice shall be conclusive and binding on all parties hereto. The Banks that are parties to either or both of the Existing Credit Agreements, comprising the "REQUIRED BANKS" as defined in both of the Existing Credit Agreements, and the Company agree to eliminate the requirement under Section 2.09 of the each of the Existing Credit Agreements that notice of optional termination of the commitments thereunder be given three Domestic Business Days in advance, and further agree that the commitments under each of the Existing Credit Agreements shall terminate in their entirety simultaneously with and subject to the effectiveness of this Agreement and that the Company shall be obligated to pay the accrued facility fees thereunder to but excluding the date of such effectiveness.

Effectiveness. The Commitments This Amendment shall be effective as of the date first above written but shall not become effective only when all as of such date until the date (the “Effective Date”) that each of the following conditions shall have been satisfied: (a) the Administrative Agent The Lender shall have receivedreceived each of the following documents, from in each party listed on the signature pages hereof, either a counterpart hereof signed by such party or facsimile or other written confirmation case in form and substance reasonably satisfactory to the Administrative Agent confirming that Lender: (i) this Amendment duly executed by the Guarantor; (ii) Second Amended and Restated Revolving Note executed by Borrower; (iii) (A) evidence of the authority of the Borrower and the Guarantor to execute the Second Amended and Restated Revolving Note, this Amendment and the other Loan Documents executed in connection herewith and (B) evidence of the incumbency of the officers of the Borrower and Guarantor executing such party has signed a counterpart hereofLoan Documents; (iv) evidence of the continued existence and good standing of the Borrower in Ohio and the Guarantor in Delaware; and (v) such other documents and agreements as Lender may reasonably request. (b) Each of the Administrative Agent shall have received an opinion of General Counsel representations and warranties of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent), substantially in the form Second Amended and Restated Revolving Note and of Exhibit E hereto, the Guarantor contained in this Amendment shall be true and covering such additional matters relating to correct on and as of the transactions contemplated hereby as the Required Lenders may reasonably request;Effective Date. (c) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, Borrower and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower Guarantor shall have paid to all fees and expenses incurred by Lender in connection with the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrowernegotiation, the corporate authority for execution and the validity delivery of this Agreement and the Notes, Amendment and any other matters relevant hereto, all documents or agreements executed in form connection herewith (including the fees and substance satisfactory expenses of counsel to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties heretoLender).

Effectiveness. The Commitments Every notice or communication sent in accordance with Clause 12.1 (Addresses for notices) shall become be effective only when all upon receipt by the addressee If the Issuer uses facsimile to notify any Agent of its intention to exercise any option (including, but not limited to, early redemption) in relation to any Notes, the Agent will confirm receipt of any such notification to the Issuer by fax by no later than 12 noon (London time) on the London business day following conditions receipt from the Issuer. In the event the Issuer does not receive such confirmation of receipt from the Agent, the Issuer will immediately notify the Agent by telephone of the lack of such confirmation. Until such time as the Issuer has received fax confirmation of receipt from the Agent, no option exercise notification shall be deemed to have been satisfied: (a) received by the Administrative Agent, however the Agent shall have be protected and shall incur no liability for acting on any option exercise notification irrespective of whether or not receipt of the same has been confirmed by the Agent to the Issuer. The Issuer hereby acknowledges that it is fully aware of the risk associated with transmitting instructions via facsimile, and being aware of these risks authorises any Agent to accept and act upon any instruction sent to the Agent in the Issuer's name or in the name of one or more appropriate authorised signers of the Issuer via facsimile. Any Agent shall be entitled to the benefit of the provisions of Clause 10.4 (Indemnity in favour of the Agents) when accepting or acting upon any instructions, communications or documents transmitted by facsimile, and shall not be liable in the event any facsimile transmission is not received, from each party listed on the signature pages hereofor is mutilated, either a counterpart hereof signed by such party illegible, interrupted, duplicated, incomplete, unauthorised or facsimile delayed for any reason, including (but not limited to) electronic or other written confirmation satisfactory to the Administrative Agent confirming that such party has signed a counterpart hereof; (b) the Administrative Agent shall have received an opinion of General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties heretotelecommunications failure.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telecopy, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received of an opinion of General Counsel of the Borrower (or such other ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, special counsel for the Borrower as may be acceptable to the Agent)Borrower, substantially in the form of Exhibit E hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (c) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (d) the Borrower shall have paid to receipt by the Administrative Agent for of a certificate signed by a Vice President, the account Treasurer or the Controller of each Lender a fee the Borrower, dated the Effective Date, to the effect set forth in the amount heretofore mutually agreedclauses (c) and (d) of Section 3.02; (e) receipt by the Administrative Agent shall have received of all documents it may have reasonably requested prior to the Administrative Agent may reasonably request date hereof relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) receipt by the Administrative Agent shall have received of evidence satisfactory to it that of the payment of all principal of and interest on any loans outstanding under, and all accrued interest and commitment fees under, the Existing Credit Agreements shall have been paid in fullAgreement; provided PROVIDED that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 20September 25, 20041997. Promptly after the Effective Date occurs, the The Administrative Agent shall promptly notify the Borrower and the Lenders thereofBanks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Borrower and the Banks party to the Existing Credit Agreement, comprising the "Required Banks" as defined therein, hereby agree that (i) the commitments of the lenders under the Existing Credit Agreement shall terminate in their entirety immediately and automatically upon the effectiveness of this Agreement, without further action by any party to the Existing Credit Agreement, (ii) all accrued fees under the Existing Credit Agreement shall be due and payable at such time and (iii) subject to the funding loss indemnities in the Existing Credit Agreement, the Borrower may prepay any and all loans outstanding thereunder on the date of effectiveness of this Agreement.

Effectiveness. The Commitments This Agreement shall become effective only when all on the following first date on which each of the conditions have been set forth in this Section 6 is satisfied: (a) the The Administrative Agent shall have receivedreceived duly executed counterparts of this Agreement from the Borrower, from each party listed on the signature pages hereof, either a counterpart hereof signed by such party or facsimile or other written confirmation satisfactory to the Administrative Agent confirming that such party has signed a counterpart hereofand each of the Lenders; (b) the The Administrative Agent shall have received an opinion of General Counsel from the Borrower a true and complete copy of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)fully executed SWEPI W▇▇▇▇▇ Agreement, substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably requesttogether with any disclosure schedules delivered pursuant thereto; (c) the The Administrative Agent and the Lenders shall have received an opinion a copy of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request;SWEPI Engineering Report; and (d) the The Borrower shall have paid confirmed and acknowledged to the Administrative Agent for and the account Lenders, and by its execution and delivery of each Lender a fee in this Agreement, the amount heretofore mutually agreed; (e) Borrower does hereby confirm and acknowledge to the Administrative Agent shall have received and the Lenders, that (i) the execution, delivery and performance of this Agreement has been duly authorized by all documents requisite corporate action on the Administrative Agent may reasonably request relating to the existence part of the Borrower, ; (ii) the corporate authority for and the validity of this Credit Agreement and each other Loan Document to which it is a party constitute valid and legally binding agreements enforceable against the NotesBorrower in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity, (iii) the representations and warranties by the Borrower contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof in all material respects as though made as of the date hereof, and (iv) no Default or Event of Default exists under the Credit Agreement or any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties heretoother Loan Documents.

Effectiveness. The Commitments This Agreement shall become effective only when all upon receipt by the following conditions have been satisfiedDocumentation Agent of the following: (a) the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart hereof signed by such each of the parties hereto (or, in the case of any party or as to which an executed counterpart shall not have been received, telegraphic, telex, facsimile or other written confirmation confirmation, in form satisfactory to the Administrative Agent Documentation Agent, confirming that such party has signed executed a counterpart hereof); (b) a duly executed Note of each of the Administrative Agent shall have received Company, Auto Suture Japan Inc. and USSC Financial Services, Inc. for the account of each Bank dated on or before the Effective Date and complying with the provisions of Section 2.5; (c) a duly executed Yen Note of each of the Company, Auto Suture Japan Inc. and USSC Financial Services, Inc. for the account of each Yen Lender dated on or before the Effective Date and complying with the provisions of Section 3.4; (d) an opinion of General Dona▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇nior SEC Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Company, substantially in the form of Exhibit E F hereto, dated the Effective Date and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (ce) the Administrative Agent shall have received an opinion of ▇▇▇▇Davi▇ ▇▇▇▇ & ▇▇▇▇ard▇▇▇▇, special ▇▇ecial counsel for the Administrative Documentation Agent, substantially in 59 66 the form of Exhibit F G hereto, dated the Effective Date and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (f) an opinion of counsel acceptable to the Documentation Agent, for each Eligible Subsidiary that signs this Agreement as originally executed, substantially in the form of Exhibit J hereto (appropriately modified to reflect the fact that such Eligible Subsidiary has signed this Agreement rather than an Election to Participate) and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; provided that no such opinion shall be required with respect to matters that, with the consent of the Documentation Agent, are included in the opinion delivered pursuant to clause (d) of this Section; (g) evidence satisfactory to the Borrower shall have Documentation Agent that the Company has paid (or made arrangements satisfactory to the Documentation Agent for the payment of) all principal of and interest on any loans outstanding under the Existing Credit Agreement on the Effective Date, all fees accrued thereunder to but excluding the Effective Date and all other amounts then due and payable by the Company thereunder; (h) evidence satisfactory to the Documentation Agent that the Company has paid to the Administrative Agent a participation fee for the account of each Lender a fee as set forth in the amount heretofore mutually agreedmemorandum dated November 13, 1995 from the Arrangers to the Lenders on the subject of "Upfront Fees"; (ei) the Administrative Agent shall have received certificate with respect to insurance required by Section 6.3(b) to be delivered on the Effective Date (with a copy thereof for each Lender); and (j) all documents that the Administrative Documentation Agent may reasonably request relating to the existence of the BorrowerBorrowers, the corporate authority for and the validity of this Agreement Agreement, the Notes and the Yen Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Documentation Agent; and (f) the Administrative . The Documentation Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall promptly notify the Borrower Company and the Lenders thereofof the Effective Date, and such notice shall be conclusive and binding on all parties hereto.. The Banks

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) if requested pursuant to Section 2.06(d), receipt by the Administrative Agent shall have received an opinion of General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to account of each applicable Bank of a duly executed Note dated on or before the Agent), substantially in Effective Date complying with the form provisions of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably requestSection 2.06; (c) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇▇▇ & W. Andrew Macan, Esq., Vice President and Secretary of the Borrower, sub▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in ▇▇ ▇n the form of Exhibit F heretoE-1 hereto and an opinion of Paul, and covering such additional matters relating Weiss, Rifkind, Wharton & Garrison LLP, counsel to the transactions contemplated hereby as Borrower, ▇▇bstantially in the Required Lenders may reasonably request▇▇▇▇ ▇f E▇▇▇▇▇▇ ▇-2 hereto; (d) receipt by the Agent of written confirmation from the Borrower shall have paid to that the Administrative Agent for Borrower has (i) terminated all lending commitments under the account of each Lender a fee in the amount heretofore mutually agreedExisting Credit Agreements and (ii) repaid all loans and other amounts, if any, outstanding or accrued thereunder; (e) receipt by the Administrative Agent shall have received of all documents the Administrative Agent it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; (f) receipt by the Arrangers of all fees that are to be received by the Arrangers upon execution of this Agreement in the amounts previously agreed upon between the Borrower and the Arrangers; and (fg) receipt by the Administrative Agent shall have received evidence satisfactory to it that Lenders of all principal of any loans outstanding underdocumentation and other information required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, and all accrued interest and fees under, including the Existing Credit Agreements shall have been paid in fullPatriot Act; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 20June 23, 20042005. Promptly after the Effective Date occurs, the Administrative The Agent shall promptly notify the Borrower and the Lenders thereofBanks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.04): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received an opinion for the account of General Counsel each Lender of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.07 and of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably requestSwing Line Documents; (c) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent▇ LLP, substantially in the form of Exhibit F I hereto and an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, substantially in the form of Exhibit J hereto, and in each case covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid executed the First Supplemental Indenture described in the definition of "Spin-Off Transaction" and shall have thereby assumed primary liability with respect to Hilton Notes in an aggregate principal amount not to exceed $625,000,000; (e) receipt by the Administrative Agent of evidence acceptable to the Administrative Agent that the Spin-Off Transaction has been or shall concurrently be consummated; (f) arrangements satisfactory to the Administrative Agent for the account repayment of each Lender a fee in all loans (if any) outstanding under the amount heretofore mutually agreed;Grand's senior bank credit facility and the related liens and the termination of all capital lease facilities for which Grand and its subsidiaries have any liability (except as to customary surviving indemnities and other contingent obligations) and the payment of all interest and fees accrued thereunder shall have been made; and (eg) receipt by the Administrative Agent shall have received of all documents the Administrative Agent it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; andAgents; (fh) the The Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, promptly notify the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occursBorrower, the Administrative Agent shall notify and each Lender of the Borrower and the Lenders thereofeffectiveness of this Agreement, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Agreement shall become effective only when all upon receipt by the following conditions have been satisfiedAdministrative Agent of the following: (a) the Administrative Agent shall have received, from each party of the parties listed on the signature pages hereof, either a counterpart hereof signed by such party or facsimile or other written confirmation satisfactory to the Administrative Agent confirming that such party has signed a counterpart hereof; (b) a duly executed Note for the Administrative Agent shall have received account of each Bank dated on or before the Effective Date and complying with the provisions of Section 2.05; (c) an opinion of General Counsel of the Borrower (or such other counsel Barr▇ ▇▇▇▇, ▇▇naging Director, Legal Affairs for the Borrower as may be acceptable to Company, dated the Agent), Effective Date and substantially in the form of Exhibit E hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (cd) the Administrative Agent shall have received an opinion of Orri▇▇, ▇▇rr▇▇▇▇▇▇ & ▇utc▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative AgentCompany, dated the Effective Date and substantially in the form of Exhibit F hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (de) an opinion of Davi▇ ▇▇▇▇ & ▇ard▇▇▇▇, ▇▇ecial counsel for the Administrative Agent, dated the Effective Date and substantially in the form of Exhibit G hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (f) evidence satisfactory to the Administrative Agent that (i) the Borrower shall commitments of the banks under the $240,000,000 Credit Agreement dated as of September 8, 1994 among the Company, the banks party thereto and Morg▇▇ ▇▇▇ranty Trust Company of New York, as Agent, as heretofore amended, have been terminated and (ii) any loans outstanding thereunder (together with all interest accrued thereon) and all fees accrued thereunder have been paid or the Company has made arrangements satisfactory to the Administrative Agent for the account of each Lender a fee in payment thereof on the amount heretofore mutually agreed;Effective Date; and (eg) the Administrative Agent shall have received all documents that the Administrative Agent may reasonably request relating to the existence of the BorrowerCompany, the corporate authority 146 for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the . The Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, promptly notify the Company and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all Banks of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereofDate, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.5): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex, facsimile transmission or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received of certified copies of the corporate charter and by-laws of the Borrower and of all corporate action taken by the Borrower authorizing the execution, delivery and performance of this Agreement (including, without limitation, a certificate of the Borrower setting forth the resolutions of the Board of Directors or the Executive Committee of the Board of Directors authorizing the transactions contemplated thereby and a certified copy of the by-laws provision of the Borrower authorizing the Executive Committee so to act); (c) receipt by the Agent of a certificate from the Borrower in respect of the name and signature of each of the officers (i) who is authorized to sign on its behalf and (ii) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement; (d) receipt by the Agent for the account of each Bank of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.5; (e) receipt by the Agent of an opinion of Ho-il Kim, General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Borrower, substantially in the form of Exhibit E▇▇▇BIT E hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (cf) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇Bingham Dana LLP, Agent's Special Counsel, substantially in the form ▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit ▇ F hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (dg) termination of the commitments and payment by the Borrower shall have paid to of all amounts due under the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed;Existing Credit Agreement; and (eh) receipt by the Administrative Agent shall have received of all documents the Administrative Agent it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it PROVIDED that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 20July 13, 20042001. Promptly after the Effective Date occurs, the Administrative The Agent shall promptly notify the Borrower and the Lenders thereofBanks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Banks that are parties to the Existing Credit Agreement, comprising the "Required Banks" as defined therein, and the Borrower agree that the commitments under the Existing Credit Agreement shall terminate in their entirety simultaneously with and subject to the effectiveness of this Agreement and that the Borrower shall be obligated to pay the accrued facility fees thereunder to but excluding the date of such effectiveness.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex, telecopy or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received for the account of each Bank of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05; (c) receipt by the Agent of an opinion of ▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Borrower, substantially in the form of Exhibit E hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (cd) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (e) receipt by the Agent of a certificate signed by an authorized officer of the Borrower, to the effect set forth in clauses (c) and (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreedSection 3.02; (ef) receipt by the Administrative Agent shall have received of all documents the Administrative Agent it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent; and (fg) receipt by the Administrative Agent shall have received of evidence satisfactory to it of the payment of all amounts payable under the 1991 Credit Agreement; Provided that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 20January 24, 20041994. Promptly after the Effective Date occurs, the Administrative The Agent shall promptly notify the Borrower and the Lenders thereofBanks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The parties hereto and thereto agree that the commitments under the 1991 Credit Agreement shall terminate in their entirety simultaneously with and subject to the effectiveness of this Agreement and that the Borrower shall be obliged to pay the accrued commitment and facility fees thereunder to but excluding the date of such effectiveness.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date (the “Effective Date”) on which the Administrative Agent shall have received (x) a fee paid by the Company to the Administrative Agent for the account of each Lender in the amount heretofore mutually agreed and (y) each of the following conditions have been satisfieddocuments, each dated the Effective Date unless otherwise indicated: (a) counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent shall have receivedin form satisfactory to it of telegraphic, telex, facsimile transmission or other written confirmation from each such party listed on the signature pages hereof, either of execution of a counterpart hereof signed by such party or facsimile or other written confirmation satisfactory to the Administrative Agent confirming that such party has signed a counterpart hereofparty); (b) the Administrative Agent shall have received an opinion of General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Fulbright & ▇▇▇▇▇▇▇▇ L.L.P., substantially in the form of Exhibit E hereto, E-1 hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) an opinion of the Administrative Agent shall have received General Counsel of the Company, substantially in the form of Exhibit E-2 hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative AgentAgent and the Arrangers, substantially in the form of Exhibit F hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the BorrowerCompany, the corporate authority for and the validity of this Agreement and the NotesLoan Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) evidence satisfactory to the Administrative Agent shall have received evidence satisfactory to it that of the payment of all principal of and interest on any loans outstanding under, and all accrued interest and commitment fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004Agreement. Promptly after the Effective Date occurs, the The Administrative Agent shall promptly notify the Borrower Company and the Lenders thereofof the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Company and the Lenders party to the Existing Credit Agreement, comprising the “Required Lenders” as defined therein, hereby agree that (i) the commitments of the banks under the Existing Credit Agreement shall terminate in their entirety immediately and automatically upon the effectiveness of this Agreement, without further action by any party to the Existing Credit Agreement, (ii) all accrued facility fees under the Existing Credit Agreement shall be due and payable at such time and (iii) subject to Section 2.14 of the Existing Credit Agreement, the Company may prepay any and all loans outstanding thereunder on the date of effectiveness of this Agreement.

Effectiveness. The Commitments This Amendment shall become effective only when upon the first date on which all of the following conditions have been satisfied:set forth in this Section 5 are satisfied (the “Second Amendment Effective Date”): (a) the Administrative Agent shall have received, from each party listed on the received executed counterpart signature pages hereofto this Amendment from the Borrower, either a counterpart hereof signed by such party or facsimile or other written confirmation satisfactory to the Administrative Agent confirming that such party has signed a counterpart hereofand Lenders comprising at least the Required Lenders; (b) the Administrative Agent shall have received an opinion of General Counsel reasonably satisfactory evidence that the Borrower will be in compliance with Section 1.10(b) of the Borrower Credit Agreement (or such other counsel for as amended by this Amendment) as of the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request;Second Amendment Effective Date; and (c) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid confirmed and acknowledged to the Administrative Agent for and the account Lenders, and by its execution and delivery of each Lender a fee in this Amendment, the amount heretofore mutually agreed; (e) Borrower does hereby confirm and acknowledge to the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity Lenders, that (i) the execution, delivery and performance of this Agreement and Amendment has been duly authorized by all requisite corporate action on the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal part of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and each other Loan Party; (ii) the Lenders thereofCredit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and such notice shall be conclusive by general principles of equity; (iii) the representations and binding warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on all parties heretoand as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documents.

Effectiveness. The Commitments Credit Agreement shall become be amended as provided in this Agreement effective only when all on the following conditions have been satisfieddate first set forth above when: (a) the Administrative Agent Borrower and the Bank shall have received, from each party listed on the signature pages hereof, either a counterpart hereof signed by such party or facsimile or other written confirmation satisfactory duly and validly executed originals of this Agreement and delivered them to the Administrative Agent confirming that such party has signed a counterpart hereofBank; (b) the Administrative Agent Borrower shall have received delivered an opinion "Omnibus Certificate" of the Secretary and of the Chairman of the Board or President of the General Counsel Partner, which shall contain the names and signatures of the officers of the General Partner authorized to execute this Agreement of behalf of the Borrower (or such other counsel for the Borrower as may be acceptable and which shall certify to the Agent)truth, substantially correctness and completeness of the following exhibits attached hereto: (i) a copy of the resolutions duly adopted by the Board of Directors of the General Partner and in full force and effect at the form time this Agreement is entered into, authorizing the execution of Exhibit E hereto, this Agreement and covering such additional matters relating the other documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated hereby as herein and therein, (ii) a copy of the Required Lenders may reasonably request;charter documents of the General Partner and all amendments thereto (or a statement that such charter documents have not been amended since August 15, 1997), (iii) a copy of any bylaws of the General Partner (or a statement that such bylaws have not been amended since August 15, 1997), (iv) a copy of the limited partnership agreement of the Borrower and all amendments thereto (or a statement that there have been no amendments to such limited partnership agreement since August 15, 1997), (v) a copy of the Borrower's Certificate of Limited Partnership (or a statement that there have been no amendments to such Certificate of Limited Partnership since August 15, 1997), (vi) a copy of the charter documents of the Operator and all amendments thereto, certified by the appropriate official of the Operator's state of organization (or a statement that such charter documents have not been amended since August 15, 1997), and (vii) a copy of any bylaws of the Operator (or a statement that such bylaws have not been amended since August 15, 1997); and (c) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid delivered to the Administrative Agent for Bank (i) certificates of the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the due formation, valid existence and good standing of the Borrower, the corporate authority for General Partner and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties hereto.the

Effectiveness. The Commitments This Agreement, other than Section 1.1(b), Section 1.2, Section 2, Section 3, Section 4, this Section 5.1, Section 6.1 and Section 7 hereof, which shall be effective upon execution and delivery hereof, shall become effective only when all the following conditions have been satisfiedupon: (a) the Administrative Agent shall have received, from each party listed on the signature pages hereof, either consummation by CDT of a counterpart hereof signed by such party or facsimile or other written confirmation satisfactory to the Administrative Agent confirming that such party has signed a counterpart hereofQualifying IPO; (b) the Administrative Agent shall have received an opinion Opsys Option Exercise Agreement having been duly executed and delivered by or on behalf of General Counsel of CDT, NewCo, Opsys and the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably requestOpsys Shareholders; (c) each of the Administrative Agent shall have received an opinion of Opsys Releasing Parties having executed and delivered the Opsys Releases, Opsys, ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and each other Opsys Shareholder having executed and delivered the Administrative AgentReleases and NewCo, substantially in ▇▇▇▇▇▇ and Zervoglos having executed and delivered the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request;Lock-up Agreements; and (d) the Borrower Opsys Shareholders Agreement having been duly and validly executed and delivered by all parties thereto and the transactions contemplated thereby, including the issuance of preference shares of Opsys and the complete and unconditional release of all indebtedness and securities of Opsys and any security held therefor contemplated to be released thereby, shall have paid been duly and validly consummated, and CDT and its counsel shall have received complete and correct copies of all documents relating thereto as they may reasonably request and be satisfied, in their reasonable judgment, as to the Administrative Agent for the account effectiveness of each Lender a fee in the amount heretofore mutually agreedall such proceedings; (e) the Administrative Agent Deferred Consideration Agreement having been duly and validly executed and delivered by all parties thereto and CDT and its counsel shall have received complete and correct copies of all documents the Administrative Agent relating thereto as they may reasonably request relating and be satisfied, in their reasonable judgment, as to the existence effectiveness of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in fullsuch proceedings; provided that the Commitments shall if this Agreement does not become effective unless all of effective, then the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occursParties agree that this Agreement, the Administrative Agent shall notify the Borrower Related Documents and the Lenders thereof, and such notice any negotiations relating to them shall be conclusive and binding on all parties heretowithout prejudice to the Parties’ respective positions in relation to the Disputes.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received an opinion for the account of General Counsel each Bank of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05 against delivery of the Borrower (or such other counsel for Notes outstanding under the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably requestExisting Credit Agreement marked canceled; (c) receipt by the Administrative Agent shall have received of an opinion of Milbank, Tweed, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special counsel for the Administrative Borrower, substantially in the form of Exhibit E-1 hereto, and of an opinion of the Borrower's Vice President-General Counsel and Secretary or its Assistant Secretary and Corporate Counsel, substantially in the form of Exhibit E-2 hereto; (d) receipt by the Agent of an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, PLLC, special counsel for the Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed;; and (e) receipt by the Administrative Agent shall have received of all documents the Administrative Agent it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it PROVIDED that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 20June 30, 20041999. Promptly after the Effective Date occurs, the Administrative The Agent shall promptly notify the Borrower and the Lenders thereofBanks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Amendment shall become effective only when all on the date (the “Amendment Effective Date”) on which each of the following conditions have been is satisfied: (a) the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart hereof signed received counterparts of this Amendment executed by such party or facsimile or other written confirmation satisfactory to the Administrative Agent confirming that such party has signed a counterpart hereofAgent, the Collateral Agent, the Borrower, the Guarantors and the Lenders; (b) the Administrative Agent shall have received an opinion of General Counsel received: (A) reasonably satisfactory evidence that, upon the consummation of the ▇▇▇▇▇▇▇ Acquisition, the Borrower has (or such contemporaneously with the Amendment Effective Date, shall have) acquired, pursuant to the ▇▇▇▇▇▇▇ PSA, the equity interest of ▇▇▇▇▇▇▇ Gathering described therein, free of any Liens other counsel for than Excepted Liens and Liens in favor of the Collateral Agent; (B) a certificate of a Responsible Officer of the General Partner (1) certifying that, upon the consummation of the ▇▇▇▇▇▇▇ Acquisition, the Borrower as may be acceptable has (or will have) consummated the acquisition contemplated by the ▇▇▇▇▇▇▇ PSA substantially in accordance with its terms and all conditions to the Agentobligations of the parties set forth in the ▇▇▇▇▇▇▇ PSA (other than the payment of the purchase price thereunder) shall have been satisfied or waived, and no provision thereof shall have been waived, amended, supplemented or otherwise modified to the extent such waiver, amendment, supplement or other modification would reasonably be expected to adversely affect the Lenders (except as otherwise agreed by the Lenders), substantially (2) certifying that the equity interest described in the form ▇▇▇▇▇▇▇ PSA has been (or is to be) acquired pursuant to the ▇▇▇▇▇▇▇ PSA, (3) certifying as to the final purchase price paid (or to be paid) under the ▇▇▇▇▇▇▇ PSA after giving effect to all adjustments as of Exhibit E heretothe closing date for such acquisition, and covering specifying, by category, the amount of such additional matters relating adjustment, and (4) certifying that attached thereto is a true and complete executed copy of the ▇▇▇▇▇▇▇ PSA pursuant to which the transactions contemplated hereby Borrower has acquired (or will acquire) such equity interests, together with true and complete copies of the Services and Secondment Agreement between ▇▇▇▇▇▇▇ Gathering and TPL SouthTex Processing Company LP (“TPL SouthTex”) dated as of June 23, 2016, the Required Lenders may reasonably requestAmended and Restated Transportation Services Agreement between ▇▇▇▇▇▇▇ Gathering and TPL SouthTex dated as of June 23, 2016, and the Firm Gas Gathering Agreement by and among ▇▇▇▇▇▇▇ Energy Corporation, SN Catarina, LLC and TPL SouthTex Processing Company dated as of October 2, 2015; and (C) duly executed releases and/or terminations of any financing statements or other encumbrances specifically referencing and burdening such equity interest, if any; (c) the Administrative Collateral Agent shall have received (i) from the Borrower duly executed counterparts (in such number as may be requested by the Administrative Agent) of a supplement to the Pledge and Security Agreement (with respect to its Equity Interests in ▇▇▇▇▇▇▇ Gathering), and (ii) one or more original membership interest certificates evidencing all of the issued and outstanding Equity Interests of ▇▇▇▇▇▇▇ Gathering acquired by the Borrower, together with the appropriate undated stock powers, or other equivalent instruments of transfer reasonably acceptable to the Collateral Agent, for each certificate duly executed in blank by the owner of such Equity Interests; (d) the Borrower and each Guarantor shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment the Borrower and each Guarantor do hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite limited partnership or limited liability company action, as applicable, on the part of the Borrower or such Guarantor, as applicable, (ii) the Credit Agreement and each other Loan Document to which it is a party constitute valid and legally binding agreements enforceable against the Borrower or such Guarantor, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity, (iii) the representations and warranties of the Borrower or such Guarantor, if any, set forth in the Credit Agreement and in each other Loan Document to which it is a party, shall be true and correct on and as of the Amendment Effective Date, except to the extent any such representations and warranties are expressly limited to an opinion earlier date, in which case such representations and warranties shall have been true and correct as of such specified earlier date, (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documents and (v) since December 31, 2014, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect; and (e) the Borrower shall have paid all agreed fees to the extent due and payable in connection with this Amendment and paid or reimbursed the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation and execution and delivery of this Amendment (including the reasonable fees, disbursements and other charges of ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇LLP), special counsel for the Administrative Agentin each case, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee extent provided in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence Section 12.03 of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties heretoAgreement.

Effectiveness. The Commitments This Amendment shall become effective only as of the first date (the “Third Amendment Effective Date”) when all each of the following conditions shall have been satisfied: (a) receipt by the Administrative Agent of duly executed counterparts hereof that, when taken together, bear the signatures of (A) the Borrower, (B) the Required Lenders, (C) each Converting Term Loan Lender, and (D) each Additional Term Loan Lender; provided that the amendments to Sections 5.11 through 5.13, Article 6 and Section 9.05 of the Credit Agreement contemplated hereby shall have received, from each party listed on the signature pages hereof, either a counterpart hereof signed not be effective until receipt by such party or facsimile or other written confirmation satisfactory to the Administrative Agent confirming that of such party has signed a counterpart hereofduly executed counterparts from all Revolving Lenders; (b) receipt by the Administrative Agent shall have received of an opinion of General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Administrative Agent), substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby effect of Exhibits B and C to the Credit Agreement with reference to this Amendment and the Credit Agreement as the Required Lenders may reasonably requestamended hereby; (c) receipt by the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this the Credit Agreement and the Notesas amended hereby, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; (d) the conditions set forth in Section 3.02(c) and (d) of the Credit Agreement shall be satisfied on and as of the Third Amendment Effective Date after giving effect to the amendments and transactions contemplated hereby; (e) each Obligor that has not executed and delivered this Amendment shall have entered into an acknowledgement and consent, substantially in the form of Exhibit A hereto; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Agreement shall become effective only when all upon its execution by the following conditions have been satisfied: (a) Additional Obligor, each Borrower, the Administrative Agent shall have receivedother Obligor party thereto and the Lender and receipt by the Lender of the following, from in each party listed on the signature pages hereof, either a counterpart hereof signed by such party or facsimile or other written confirmation case in form and substance reasonably satisfactory to the Administrative Agent confirming that such Lender: 3.1 original counterparts to this Agreement, duly executed by each Borrower, the Additional Obligor, the other Obligors party has signed a counterpart hereofthereto and the Lender, together with the Schedules to the Loan Agreement; (b) 3.2 [reserved]; 3.3 a Pledge Supplement to the Administrative Agent shall have received an opinion of General Counsel Pledge Agreement to which the parent company of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Additional Obligor is a party, in substantially in the form of Exhibit E heretoA thereto, duly executed by such parent company and covering such additional matters relating providing for all Equity Interests of the Additional Obligor to be pledged to the transactions contemplated hereby Lender pursuant to the terms thereof; 3.4 subject to the Intercreditor Agreement, (i) certificates, if any, representing 100% of the issued and outstanding Equity Interests of the Additional Obligor and each Subsidiary of the Additional Obligor and (ii) all original promissory notes of such Additional Obligor, if any, in each case, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Required Lenders Lender may reasonably request; 3.5 [reserved]; (ci) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇the Lender, special counsel for desirable to perfect the Administrative Agent, substantially in security interests purported to be created by the form of Exhibit F hereto, Loan Agreement and covering such additional matters relating the Pledge Supplement and (ii) evidence reasonably satisfactory to the transactions contemplated hereby Lender of the filing of such UCC-1 financing statements; 3.7 if requested pursuant to Section 9.1.11(a)(iv) of the Loan Agreement, a favorable written opinion of counsel to the Obligors as to such matters as the Required Lenders Lender may reasonably request;; and (d) the Borrower shall have paid 3.8 to the Administrative Agent for extent required under the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity terms of this Agreement and such other agreements, instruments, approvals or other documents reasonably requested by the NotesLender in order to create, and perfect, establish the first priority of or otherwise protect any other matters relevant hereto, all in form and substance satisfactory Lien purported to be covered by the Administrative Agent; and (f) Loan Agreement or Pledge Supplement or otherwise to effect the Administrative Agent intent that such Additional Obligor shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless bound by all of the foregoing conditions are satisfied not later terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Additional Obligor (other than May 20, 2004. Promptly after excluded assets pursuant to Section 7.1 of the Effective Date occurs, Loan Agreement) shall become Collateral for the Administrative Agent shall notify the Borrower Obligations free and the Lenders thereof, and such notice shall be conclusive and binding on clear of all parties heretoLiens other than Permitted Liens.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Documentation Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Documentation Agent in form satisfactory to it of telegraphic, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Documentation Agent shall have received for the account of each Bank of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05; (c) receipt by the Documentation Agent of an opinion of the General Counsel of the Borrower (or such other counsel for Borrower, given upon the Borrower as may be acceptable to express instruction of the Agent)Borrower, substantially in the form of Exhibit E hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (cd) receipt by the Administrative Documentation Agent shall have received of an opinion of ▇▇▇▇Davi▇ ▇▇▇▇ & ▇▇▇▇ard▇▇▇▇, special ▇▇ecial counsel for the Administrative AgentAgents, substantially in the form of Exhibit F hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) receipt by the Administrative Documentation Agent shall have received of all documents the Administrative Agent it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Documentation Agent; and (f) receipt by the Administrative Documentation Agent shall have received of evidence satisfactory to it that of the payment of all principal of and interest on any loans outstanding under, and of all accrued interest and fees other amounts payable under, the Existing Credit Agreements shall have been paid in fullAgreement; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 20December 30, 20041994. Promptly after the Effective Date occurs, the Administrative The Documentation Agent shall promptly notify the Borrower and the Lenders thereofBanks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Banks that are parties to the Existing Credit Agreement, comprising the "Required Banks" as defined therein, and the Borrower agree that the commitments under the Existing Credit Agreement shall terminate in their entirety simultaneously with and subject to the effectiveness of this Agreement and that the Borrower shall be obligated to pay the accrued commitment and facility fees thereunder to but excluding the date of such effectiveness.

Effectiveness. The Commitments This Amendment shall become effective only when all upon the following conditions have been satisfiedprior or concurrent receipt by the Agent of each of the following: (a) a copy of this Amendment, duly executed by each of the Administrative Borrower, the Agent shall have received, from each party listed on and the signature pages hereof, either a counterpart hereof signed by such party or facsimile or other written confirmation satisfactory to the Administrative Agent confirming that such party has signed a counterpart hereofLenders; (b) an original Revolving Note, dated as of the Administrative Agent date of this Amendment, in the principal amount of $8,500,000 (the "New Revolving Note"), issued as a substitution for the existing Revolving Note in the principal amount of $6,500,000 (the "Old Revolving Note"). Upon receipt of the New Revolving Note, Lender agrees to promptly return the Old Revolving Note to the Borrower for cancellation; (c) a certificate, dated as of the date of this Amendment, of the Secretary of the Borrower as of such date as to: (i) resolutions of its Board of Directors, then in full force and effect authorizing the execution, delivery and performance of this Amendment and the other documents referenced in Section 6 of this Amendment and the related transactions contemplated hereby and thereby, and (ii) the incumbency and signatures of those of its officers authorized to act with respect to such documents, upon which certificate each Lender may conclusively rely until it shall have received an opinion further certificates of General Counsel the Secretary of the Borrower canceling or amending such prior certificate; (or such other counsel for iii) absence of changes to the Organic Documents of the Borrower since April 30, 1998; (d) a so-called "good standing" certificate with respect to the Borrower as may be acceptable of a recent date from the appropriate Governmental Authority of the State of its incorporation; (e) evidence of qualification of the Borrower as of a recent date to do business in each other jurisdiction in which the failure to so qualify could result in a Material Adverse Change; (f) an opinion letter, dated as of the date of this Amendment, addressed to the Agent)Agent and all Lenders, substantially from counsel to the Borrower and its Subsidiaries in form and substance reasonably satisfactory to the form of Exhibit E hereto, and Agent covering such additional matters relating to as the Agent may reasonably request regarding this Amendment and the transactions contemplated hereby hereby; (g) such other documents (certified if requested) as the Agent or the Required Lenders may reasonably request; (c) request with respect to this Amendment and the Administrative Agent shall have received an opinion other documents referenced in Section 6 of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇this Amendment, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borroweror thereby, the corporate authority for and the validity of this Agreement and the Notesor any Organic Document, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative AgentContractual Obligation or Regulatory Approval; and (fh) payment of the Administrative Agent shall have received evidence satisfactory to it that amount of all principal of any loans outstanding under, costs and all accrued interest and fees under, the Existing Credit Agreements shall expenses which have been paid in full; provided that invoiced and are payable on or prior to the Commitments shall not become effective unless all date of this Amendment pursuant to Section 9.3 of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties heretoCredit Agreement.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.5 with the consent of the Borrower): (a) the Administrative Agent shall have received, received from each party listed on of the signature pages hereofBorrower, either each Issuing Bank, the Swingline Bank and the Banks (x) a counterpart hereof of this Agreement signed by on behalf of such party Person or facsimile or other (y) written confirmation evidence satisfactory to the Administrative Agent confirming (which may include facsimile transmission of a signed signature page of this Agreement) that such party Person has signed a counterpart hereofof this Agreement; (b) receipt by the Administrative Agent of an opinion of the General Counsel of the Borrower, in form and substance satisfactory to the Administrative Agent and the Lenders covering such matters relating to the Borrower, the Loan Documents and the transactions contemplated hereby as they may require; (c) all Existing Bank Debt shall be paid in full, all Liens, if any, securing the same and all commitments thereunder shall be terminated, and the Administrative Agent shall have received an opinion of General Counsel satisfactory evidence of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably requestforegoing; (d) all fees payable to the Borrower shall have paid Lenders and the Agents on the Effective Date, and the reasonable fees and expenses of counsel to the Administrative Agent for incurred in connection with the account preparation, negotiation and closing of each Lender a fee in the amount heretofore mutually agreed;Loan Documents, shall have been paid; and (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating (i) a certificate of good standing with respect to the existence Borrower from the Secretary of State of its state of incorporation, and (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent; and , attaching (fA) organizational documents, (B) resolutions authorizing the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding underLoan Documents and the transactions contemplated thereby which are in full force and effect, and all accrued interest and fees under(C) containing an incumbency certification with respect to each officer thereof signing any Loan Document. Notwithstanding anything to the contrary contained in this Section 3.1, the Existing Credit Agreements shall have been paid in full; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless not later than December 31, 2004, all of the foregoing conditions are satisfied not later than May 20(or waived in accordance with Section 9.5 with the consent of each Loan Party). The Borrower and the Banks party to the Existing Agreements, 2004. Promptly after to the extent that the Banks constitute “Required Banks” thereunder, hereby agree that the commitments to extend credit thereunder shall terminate automatically upon the Effective Date occurs, the Date. The Administrative Agent shall promptly notify the Borrower and the Lenders thereofof the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Agreement shall become effective only when on the date that all of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.04): (a) receipt by the Administrative Agent shall have received, from each party listed on of the signature pages hereof, parties hereto of either (i) a counterpart hereof signed by such party or (ii) facsimile transmission or other written confirmation confirmation, in form satisfactory to the Administrative Agent Agent, confirming that such party has signed a counterpart hereofhereof has been signed by such party; (b) receipt by the Administrative Agent shall have received an opinion of General Counsel a certificate signed by the Chief Financial Officer or the Vice President, Finance, of the Borrower, dated the Effective Date, to the effect that (i) no Default has occurred and is continuing as of the Effective Date and (ii) the representations and warranties of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent), substantially set forth in the form of Exhibit E heretoArticle IV hereof are true in all material respects on, and covering such additional matters relating to as of, the transactions contemplated hereby as the Required Lenders may reasonably requestEffective Date; (c) receipt by the Administrative Agent shall have received of an opinion of W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III, Esq., counsel to the Borrower, of D▇▇▇▇ ▇▇▇▇ & ▇W▇▇▇▇▇▇▇, special counsel for to the Administrative AgentBorrower, and of Drinker B▇▇▇▇▇ & R▇▇▇▇ LLP, Pennsylvania counsel to the Borrower, in each case given upon the Borrower’s express instructions, substantially in the form forms of Exhibit F Exhibits E-1, E-2 and E-3 hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably requestrespectively; (d) receipt by the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the NotesAgreement, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; (e) the representations and warranties of the Borrower set forth in Article IV hereof are true in all material respects on and as of the Effective Date; (f) receipt by the Lenders of all the financial statements referred to in Section 4.04(a); (g) all fees, interest and other amounts accrued for the accounts of or owing to the Lenders, the Issuing Banks and the Agent under the Existing Credit Agreement, whether or not due and payable as of the Effective Date, shall have been paid or shall simultaneously be paid in full, and no Loans shall be outstanding under the Existing Credit Agreement on the Effective Date; and (fh) the Administrative Agent shall have received evidence satisfactory all fees and other amounts due and payable by the Borrower on or prior to it that the Effective Date, including, to the extent invoiced, reimbursement or payment of all principal of any loans outstanding under, and all accrued interest and fees under, out-of-pocket expenses required to be reimbursed or paid by the Existing Credit Agreements shall have been paid in fullBorrower; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 20February 10, 20042006. Promptly after the Effective Date occurs, the Administrative The Agent shall promptly notify the Borrower and the Lenders thereofof the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received for the account of each Bank of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05 (a); (c) receipt by the Agent of an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇, Esq., General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Borrower, substantially in the form of Exhibit E hereto, G hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (cd) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇▇▇ Mulliss & ▇▇▇▇▇▇▇▇Wicker, PLLC, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, H hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (de) receipt by the Agent of evidence satisfactory to it of (1) the Borrower shall have paid payment of all principal of and interest on any loans outstanding under, and of all accrued fees under the 364-Day Credit Agreement dated as of June 16, 2003 among the Borrower, the banks listed therein, the senior managing agents, the managing agents, the co-agents, the co-documentation agents and the co-syndication agents listed therein, and Bank of America, N.A. as administrative agent and Banc of America Securities LLC as sole lead arranger and sole book manager (the “Existing Credit Agreement”), and (2) the satisfaction of all obligations, termination of all commitments under, and cancellation or expiration of, the Existing Credit Agreement to the Administrative Agent for satisfaction of the account of each Lender a fee in the amount heretofore mutually agreedAgent; (ef) receipt by the Administrative Agent shall have received of all documents the Administrative Agent it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall deliver to the Borrower for cancellation the promissory note of each lender under the Existing Credit Agreement, or, in lieu thereof, a lost note affidavit from any such lender which does not return its promissory note to the Agent. The Agent shall promptly notify the Borrower and each Bank of the Lenders thereofeffectiveness of this Agreement, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telecopy, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received of (i) an opinion of General Counsel the general counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Borrower, substantially in the form of Exhibit E E-1 hereto and (ii) an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., special counsel for the Borrower, substantially in the form of Exhibit E-2 hereto, and and, in each case, covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (c) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (d) the Borrower shall have paid to receipt by the Administrative Agent for of a certificate signed by a Vice President, the account Treasurer, an Assistant Treasurer or the Controller of each Lender a fee the Borrower, dated the Effective Date, to the effect set forth in the amount heretofore mutually agreedclauses (c) and (d) of Section 3.02; (e) receipt by the Administrative Agent shall have received of all documents it may have reasonably requested prior to the Administrative Agent may reasonably request date hereof relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) receipt by the Administrative Agent shall have received of evidence satisfactory to it that of the payment of all principal of and interest on any loans outstanding under, and all accrued interest and commitment fees under, the Existing Credit Agreements shall have been paid in fulland the cancellation or the expiration of any letter of credit issued thereunder; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 20August 29, 20042001. Promptly after the Effective Date occurs, the The Administrative Agent shall promptly notify the Borrower and the Lenders thereofBanks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Borrower and the Banks party to the Existing Credit Agreement, comprising the "Required Banks" as defined therein, hereby agree that (i) the commitments of the lenders under the Existing Credit Agreement shall terminate in their entirety immediately and automatically upon the effectiveness of this Agreement, without further action by any party to the Existing Credit Agreement, (ii) all accrued fees under the Existing Credit Agreement shall be due and payable at such time and (iii) subject to the funding loss indemnities in the Existing Credit Agreement, the Borrower may prepay any and all loans outstanding thereunder on the date of effectiveness of this Agreement.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfiedsatisfied or waived in accordance with Section 9.05: (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such party or facsimile or other written confirmation satisfactory to each of the Administrative Agent confirming that such party has signed a counterpart hereofparties hereto; (b) receipt by the Administrative Agent shall have received an opinion of General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to account of each Bank, if requested by such Bank, of a duly executed Note dated on or before the Agent), substantially in Effective Date complying with the form provisions of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably requestSection 2.04; (c) receipt by the Administrative Agent shall have received an of (i) a perfection certificate from the Borrower in form and substance reasonably satisfactory to the Agent, (ii) copies of the results of current Uniform Commercial Code (“UCC”) lien searches in the jurisdiction in which the Borrower is organized, such results to be in form and substance reasonably satisfactory to the Agent; (iii) authorizations to file UCC financing statements (or the equivalent in the applicable jurisdictions), including, without limitation, amendments to existing UCC financing statements, with such financing statements to be in form and substance reasonably satisfactory to the Agent, (iv) control agreements (or the equivalent in the applicable jurisdictions) to the extent applicable, and (v) such other documents, instruments and/or agreements the Agent may require to perfect its security interest in the Collateral (as defined in the Security Agreement) in the relevant jurisdictions; (d) receipt by the Banks of the legal opinion of Skadden, Arps, Slate, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special counsel for the Administrative AgentBorrower, substantially which legal opinion shall be in the form of Exhibit F hereto, and covering such additional matters relating substance reasonably acceptable to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreedAgent; (e) receipt by the Administrative Agent of a certificate manually signed by an officer of the Borrower which is reasonably satisfactory to the Agent to the effect set forth in clauses, (b) (if the Borrower is submitting a Notice of Borrowing on the Effective Date), (c) (provided if the Borrower is not submitting a Notice of Borrowing on the Effective Date, references to borrowings shall have received not be required) and (d) of Section 3.02, such certificate to be dated the Effective Date and to be in form and substance reasonably satisfactory to the Agent; (f) receipt by the Agent of a manually signed certificate from the Secretary or Assistant Secretary of the Borrower in form and substance reasonably satisfactory to the Agent and dated the Effective Date as to the incumbency of, and bearing manual specimen signatures of, the Authorized Signatories who are authorized to execute and take actions under the Loan Documents for and on behalf of the Borrower, and certifying and attaching copies of (i) Charter Documents, with all documents amendments thereto, (ii) the Administrative resolutions of the Borrower’s Board of Trustees authorizing the transactions contemplated hereby, (iii) the current Prospectus as then in effect, (iv) the investment advisory agreement between the Borrower and the Investment Adviser as then in effect, (v) the Custody Agreement then in effect; (vi) the Redomestication Agreement, including all amendments thereto; and (vii) the Agreement and Plan of Merger, including all amendments thereto; (g) a legal existence and good standing certificate for the Borrower from the Secretary of State of the State of Delaware, dated as of a recent date; (h) a copy of the certificate of trust of the Borrower, with all amendments, certified as of a recent date by the Secretary of State of the State of Delaware; (i) the Banks being satisfied in their reasonable discretion that there has been no material adverse change in the business, assets or financial condition of the Original Borrower since December 31, 2011; (j) receipt by the Agent of all documents, opinions and instruments it may reasonably request prior to the execution of this Agreement relating to compliance with applicable rules and regulations promulgated by the Federal Reserve Board and other governmental and regulatory authorities, the existence of the Borrower, the corporate authority for and the validity and enforceability of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; (k) receipt by the Agent of a certificate manually signed by an officer of the Borrower which is reasonably satisfactory to the Agent certifying that the Redomestication Transaction has occurred and attaching thereto evidence of the occurrence of the Merger; (l) receipt by the Agent of a written notice from the New High Yield Delaware Trust terminating in its entirety that certain Credit Agreement dated as of April 15, 2010 by and among the Maryland Corporation, the lending institutions party thereto and State Street Bank and Trust Company as agent for such lenders and all obligations thereunder have been repaid in full; and (fm) receipt by the Administrative Agent shall have received evidence satisfactory to it that of payment of all principal reasonable fees and expenses (including reasonable fees and disbursements of any loans outstanding under, and all accrued interest and fees under, special counsel for the Existing Credit Agreements shall have been paid in fullAgent) then payable hereunder; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 20August 27, 20042012. Promptly after the Effective Date occurs, the Administrative The Agent shall promptly notify the Borrower and the Lenders thereofBanks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telecopy, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Assistant General Counsel and Assistant Secretary of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Borrower, substantially in the form of Exhibit E hereto, B hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇▇▇ Winston & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, C hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) receipt by the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the any Notes, the name, title and signature of the officer authorized to sign on behalf of the Borrower and any other matters relevant hereto, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Agent, any Lender or any LC Issuer to verify the identity of the Borrower as required by Section 326 of the USA PATRIOT ACT, all in form and substance satisfactory to the Administrative Agent; and (fe) receipt by the Administrative Agent shall have received of evidence satisfactory to it that of the payment of all principal of and interest on any loans outstanding under, and all accrued interest and fees under, and termination of the commitments under the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004Agreement. Promptly after the Effective Date occurs, the Administrative The Agent shall promptly notify the Borrower and the Lenders thereofof the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Borrower and the Lenders (constituting the “Required Lenders” as defined in the Existing Agreement) hereby (i) agree that the “Commitments” under the Existing Agreement shall terminate automatically upon the Effective Date without further action by any party to the Existing Agreement and (ii) waive compliance with the notice requirements set forth in Section 2.09 of the Existing Credit Agreement with respect thereto.

Effectiveness. The Commitments shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received for the account of each Bank of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05; (c) receipt by the Agent of an opinion of General Counsel the principal legal officer of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Borrower, substantially in the form of Exhibit E hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (cd) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (de) receipt by the Borrower shall have paid Agent of evidence satisfactory to it of the Administrative Agent for the account payment of each Lender a fee in the amount fees as heretofore mutually agreed;; and (ef) receipt by the Administrative Agent shall have received of all documents the Administrative Agent it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the NotesFinancing Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided PROVIDED that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20January 31, 20041999. Promptly after the Effective Date occurs, the Administrative The Agent shall promptly notify the Borrower and each Bank of the Lenders thereofEffective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 11.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received of an opinion of General Counsel of the Borrower (or such other J▇▇▇▇▇ ▇. ▇▇▇▇▇▇, general counsel for the Borrower as may be acceptable to the Agent)Company, substantially in the form of Exhibit E hereto, B hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) receipt by the Administrative Agent shall have received of an opinion of ▇D▇▇▇▇ ▇▇▇▇ & ▇W▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, C hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to receipt by the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the BorrowerCompany, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (fe) arrangements satisfactory to the Administrative Agent shall have received evidence satisfactory to it that been made for the payment of all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in fullAgreements; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 20October 6, 20042005. Promptly after the Effective Date occurs, the The Administrative Agent shall promptly notify the Borrower Company, each Lender and each other party to the Lenders thereofExisting Credit Agreements of the Effective Date, and such notice shall be conclusive and binding on all parties heretoparties. The Company and each Lender party to any of the Existing Credit Agreements, comprising the “Required Banks” as defined in each of the existing Credit Agreements, hereby agree that (i) the commitments of the banks under each Existing Credit Agreement shall terminate in their entirety immediately and automatically upon the effectiveness of this Agreement, without further action by any party to either Existing Credit Agreement, (ii) all accrued facility fees under each Existing Credit Agreement shall be due and payable at such time and (iii) subject to Section 2.13 of each Existing Credit Agreement, the Borrowers may prepay any and all loans outstanding thereunder on the Effective Date.

Effectiveness. The Commitments (a) This Amendment shall become effective only when all on and as of the following conditions have been satisfied: (adate such date, the “Execution Date”) on which the Administrative Agent Amendment Arrangers shall have received, from each party listed on the signature pages hereof, either executed a counterpart hereof signed by such party or facsimile or other written confirmation satisfactory and shall have received duly executed counterparts of this Amendment that, when taken together, bear the signatures of the Parent Borrower, Holdings, the Administrative Agent, each L/C Issuer, the Swing Line Lender and the Required Lenders (it being understood and agreed that Sections 2 and 5(b), (c) and (e) of this Agreement shall not become effective until each of the conditions set forth in clause (b) below has been satisfied in accordance with the terms thereof). In the absence of a change to the Administrative Agent confirming terms and conditions of this Amendment that is (x) materially adverse to the Lenders and (y) made after the submission of an executed counterpart to this Amendment to the Amendment Arrangers but prior to the Amendment No. 3 Effectiveness Date, no executed counterpart to this Amendment may be revoked after such party has signed a counterpart hereof;submission. (b) The provisions of Sections 2 and 5(b), (c) and (e) of this Amendment shall become effective on the Administrative Agent date (such date, the “Amendment No. 3 Effectiveness Date”) on which each of the following conditions is satisfied; provided that if such conditions are not satisfied on or prior to the date which is ninety (90) days after the Execution Date, this Amendment shall terminate and no longer be in effect and Sections 2 and 5(b), (c) and (e) shall not become effective: (i) The Amendment Arrangers shall have received an opinion of General Counsel of the Borrower following: (or A) such other counsel for the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E hereto, documents and covering such additional matters relating to the transactions contemplated hereby certificates as the Required Lenders may reasonably request; (c) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent Amendment Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Borrowertransactions contemplated hereby by each Loan Party, the corporate authority for and Loan Documents or the validity of this Agreement and the Notes, and any other matters relevant heretotransactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative AgentAmendment Arrangers; and (fB) a certificate from the Chief Financial Officer of the Parent Borrower dated the Amendment No. 3 Effectiveness Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof. (ii) The Administrative Agent and the Amendment Arrangers shall have received evidence satisfactory all fees and other amounts due and payable to it that them in connection with this Amendment, including, to the extent invoiced on or before the Amendment No. 3 Effectiveness Date, reimbursement or payment of all principal reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any loans outstanding underLoan Party in connection with this Amendment. (iii) The Parent Borrower shall have permanently reduced the Revolving Credit Commitments pursuant to Section 2.06(a) under the Credit Agreement to $625,000,000 (the “Commitment Reduction”). (iv) The amendment and restatement of the Parent Borrower’s senior secured credit agreement dated as of May 13, and all accrued interest and fees under2008, the Existing Credit Agreements relating to certain senior secured cash-flow based credit facilities, shall have been paid in full; provided that declared, or substantially contemporaneously with the Commitments effectiveness of this Amendment on the Amendment No. 3 Effectiveness Date shall not become effective unless all of the foregoing conditions are satisfied not later than May 20become, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties heretoeffective.

Effectiveness. The Commitments This Amendment shall become effective only when all as of the date (the "Amendment Effective Date") on which each of the following conditions have been satisfiedsatisfied to the satisfaction of the Agent: (a) the Administrative Agent The Borrowers shall have receiveddelivered to the Agent, from each party listed on the signature pages hereof, either a counterpart hereof signed by such party or facsimile or other written confirmation in form and substance and in quantities reasonably satisfactory to the Administrative Agent confirming that and its counsel, each of the following: (i) this , duly executed and delivered by the parties hereto; (ii) a certified copy of resolutions of the Board of Directors of each of the Borrowers approving the execution, delivery and performance of all documents required to be delivered by such party has signed a counterpart hereof;parties hereunder and the transactions contemplated therein; and (iii) such other documents, instruments and agreements, duly executed, deemed necessary or appropriate by the Agent. (b) All acts and conditions (including the Administrative Agent shall obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have received an opinion happened prior to the execution, delivery and performance of General Counsel of the Borrower (or such other counsel this Amendment and for the Borrower as may be acceptable same to constitute the Agent)legal, substantially valid and binding obligations, enforceable in the form of Exhibit E heretoaccordance with its terms, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid done and performed and shall have happened in full; provided that due and strict compliance with all applicable laws or if any of such have not been done, performed or happened, such has been expressly disclosed to the Commitments shall not become effective unless Agent and waived by all of the foregoing Lenders in writing. If each of the above conditions are satisfied not later than May 20has been satisfied, 2004. Promptly after on the Amendment Effective Date occursDate, all Facility 1 Loans outstanding under the Administrative Original Credit Agreement shall remain outstanding and shall be deemed to be Loans of the appropriate Type under the Original Credit Agreement as amended by this Amendment, as determined by the Agent shall notify the Borrower and the Lenders thereofWarehousing Collateral Agent, and such notice shall be conclusive and binding on all parties heretogoverned by the terms hereof.

Effectiveness. The Commitments (a) This Amendment shall become effective only when all on the following conditions have been satisfied: (a) first date on which the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart : (i) counterparts hereof signed by such the Required Lenders and the Borrower (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation satisfactory from such party of execution of a counterpart hereof by such party); (ii) with respect to each Lender that shall have delivered a signed counterpart hereof to the Administrative Agent confirming that as set forth in clause (i) above at or prior to 5:00 pm, New York City time, on October 30, 2009, an amendment fee payable by the Borrower for the account of such party has signed a counterpart hereofLender in an amount equal to 0.50% of the sum of such Lender’s Revolving Credit Commitment (whether used or unused) and the principal amount of such Lender’s outstanding Term Loans; (biii) the Administrative Agent shall have received an opinion of General Counsel executed consent (which may be part of the Borrower (or such other counsel for the Borrower as may be acceptable amendment referred to the Agent), substantially in the form Section 5 hereof) of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request;under and as defined in the Second Lien Credit Agreement to the terms hereof; and (civ) payment in full of all fees and expenses payable by the Administrative Agent shall have received an opinion Borrower pursuant to Section 9.05 of the Credit Agreement or otherwise, including the fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and. (fb) For the Administrative Agent avoidance of doubt, the interest rates set forth in the definition of “Applicable Percentage” shall have received evidence satisfactory to it that all principal take effect immediately upon the effectiveness of this Amendment. (c) Except as expressly set forth herein, the waivers contained herein shall not constitute a waiver of any loans outstanding underterm or condition of the Credit Agreement or any other Loan Document, and all accrued interest such terms and fees under, the Existing Credit Agreements conditions shall have been paid remain in full; provided that the Commitments shall not become effective unless full force and effect and are hereby ratified and confirmed in all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties heretorespects.

Effectiveness. The Commitments (a) This Agreement shall become effective only when all on the following conditions have been satisfied: date (athe "Restatement Effective Date") on which (i) each Borrower, each of the Administrative Banks (including each Continuing Bank and each New Bank), the Required Banks (determined immediately before the occurrence of the Restatement Effective Date) and each Agent shall have received, from each party listed on the signature pages hereof, either signed a counterpart hereof signed (whether the same or different counterparts) and shall have delivered (including by such party or way of facsimile or other written confirmation satisfactory device) the same to the Administrative Agent confirming at its Notice Office and (ii) the conditions contained in Sections 5, 6 and 13.10(b) are met to the satisfaction of the Administrative Agent and the Required Banks (determined immediately after the occurrence of the Restatement Effective Date). Unless the Administrative Agent has received actual notice from any Bank that such party has signed a counterpart hereof;the conditions contained in Sections 5 and 6 have not been met to its satisfaction, upon the satisfaction of the condition described in clause (i) of the immediately preceding sentence and upon the Administrative Agent's good faith determination that the conditions described in clause (ii) of the immediately preceding sentence have been met, then the Restatement Effective Date shall have been deemed to have occurred, regardless of any subsequent determination that one or more of the conditions thereto had not been met (although the occurrence of the Restatement Effective Date shall not release the Borrowers from any liability for failure to satisfy one or more of the applicable conditions contained in Section 5 or 6). The Administrative Agent will give the Borrowers and each Bank prompt written notice of the occurrence of the Restatement Effective Date. (b) On the Administrative Agent Restatement Effective Date, each New Bank and Continuing Bank shall have received an opinion of General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid delivered to the Administrative Agent for the account of each Lender a fee the Borrowers an amount equal to (i) in the case of each New Bank, the Term Loans and Revolving Loans to be made by such New Bank on the Restatement Effective Date and (ii) in the case of each Continuing Bank, the amount heretofore mutually agreed; (e) by which the principal amount of Loans to be made and/or converted by such Continuing Bank on the Restatement Effective Date exceed the amount of the Original Loans of such Continuing Bank outstanding on the Restatement Effective Date. Notwithstanding anything to the contrary contained in this Section 13.10(b), in satisfying the foregoing condition, unless the Administrative Agent shall have received all documents been notified by any Bank prior to the occurrence of the Restatement Effective Date that such Bank does not intend to make available to the Administrative Agent may reasonably request relating such Bank's Term Loans and Revolving Loans required to the existence of the Borrowerbe made by it on such date, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) then the Administrative Agent shall have received evidence satisfactory may, in reliance on such assumption, make available to it that all principal the Borrower the corresponding amounts in accordance with the provisions of any loans outstanding underSection 1.04 of this Agreement, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, making available by the Administrative Agent of such amounts shall notify satisfy the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties heretocondition contained in this Section 13.10(b).

Effectiveness. (a) The Commitments amendments to the Credit Agreement set forth in Section 2, the release of the Guarantee pursuant to Section 3 and reaffirmation of the guaranty and security pursuant to Section 9 of this Amendment shall become effective only when all on and as of the following conditions have been satisfied: (a) the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart date hereof signed by such party or facsimile or other written confirmation satisfactory to the Administrative Agent confirming provided that such party has signed a counterpart hereof; (b) the Administrative Agent shall have received an opinion counterparts hereof signed by each of General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request;and each Loan Party. (cb) The increase in the amount of the Borrowing Base and the Aggregate Commitments pursuant to Sections 4 through 6 and other amendments and transactions contemplated by Sections 4 through 8 of this Amendment, shall become effective on and as of the date hereof (the “Effective Date”), provided that the Administrative Agent shall have received an opinion the following, each of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, special counsel for each properly executed by a Responsible Officer of the Administrative Agentsigning Loan Party, substantially each dated the Effective Date (or, in the form case of Exhibit F heretocertificates of governmental officials, a recent date before the Effective Date) and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent: (i) counterparts hereof duly executed by each of the Lenders (including each New Lender) and each Loan Party; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (iv) a favorable opinion of V▇▇▇▇▇ and E▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in the opinion letter of V▇▇▇▇▇ & E▇▇▇▇▇ LLP dated November 21, 2006, delivered in connection with the Credit Agreement, in each case after giving effect to this Amendment and the transactions contemplated hereby; (v) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies, or an exhibit, of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(b) and (c) of the Credit Agreement have been satisfied and (B) that there has been no event or circumstance since December 31, 2007 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (vii) certificates attesting to the Solvency of each Loan Party before and after giving effect to this Amendment and the incurrence of indebtedness under the Credit Agreement, from its chief financial officer; (viii) such other certificates, documents, or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require; and (fix) evidence that any fees required to be paid on or before the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements Effective Date shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties heretopaid.

Effectiveness. The Commitments shall become effective only when all the following conditions have been satisfied: (a) the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart hereof signed by such party or facsimile or other written confirmation satisfactory to the Administrative Agent confirming that such party has signed a counterpart hereof; (b) the Administrative Agent shall have received an opinion of the General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Borrower, substantially in the form of Exhibit E F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇L.L.P., special counsel for the Administrative Agent, substantially in the form of Exhibit F G hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that the commitments under the Existing Credit Agreement shall have terminated and that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements Agreement shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties hereto.;

Effectiveness. The Commitments This Amendment shall become be deemed effective only when all upon due execution and/or delivery of the following conditions following, as applicable: 8.1 This Amendment, the Warrant and each other Loan Document, by each applicable party hereto; 8.2 Borrower’s payment of Bank’s reasonable out-of-pocket legal fees and expenses incurred in connection with this Amendment and the other Loan Documents; 8.3 Certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been satisfied:or, in connection with the First Amendment Effective Date, will be, terminated or released; 8.4 The Operating Documents (ato the extent amended, amended and restated, modified or otherwise supplemented since last delivered to Bank) and long-form good standing certificates of Borrower certified by the Administrative Agent shall have receivedSecretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, from each party listed on as of a date no earlier than thirty (30) days prior to the signature pages date hereof, either but in each case only to the extent required by Bank; 8.5 An officer’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Amendment and the other Loan Documents to which it is a counterpart hereof signed by such party or facsimile or other written confirmation party; 8.6 A completed Schedule 2 hereto, updating the Perfection Certificate, as necessary; 8.7 Evidence satisfactory to Bank that the Administrative Agent confirming that such party has signed a counterpart hereof; (b) the Administrative Agent shall have received an opinion of General Counsel insurance policies and endorsements required by Section 6.5 of the Borrower (Loan Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or such other counsel for the Borrower as may be acceptable to the Agent), substantially endorsements in the form favor of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative AgentBank; and (f) the Administrative Agent 8.8 Such other documents as Bank shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties heretoreasonably request.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telecopy, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received of (i) an opinion of General Counsel the general counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent)Borrower, substantially in the form of Exhibit E E-1 hereto and (ii) an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., special counsel for the Borrower, substantially in the form of Exhibit E-2 hereto, and and, in each case, covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (c) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Banks may reasonably request; (d) the Borrower shall have paid to receipt by the Administrative Agent for of a certificate signed by a Vice President, the account Treasurer, an Assistant Treasurer or the Controller of each Lender a fee the Borrower, dated the Effective Date, to the effect set forth in the amount heretofore mutually agreedclauses (c) and (d) of Section 3.02; (e) receipt by the Administrative Agent shall have received of all documents it may have reasonably requested prior to the Administrative Agent may reasonably request date hereof relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (f) receipt by the Administrative Agent shall have received of evidence satisfactory to it that of the payment of all principal of and interest on any loans outstanding under, and all accrued interest and commitment fees under, the Existing Credit Agreements shall have been paid in fulland the cancellation or the expiration of any letter of credit issued thereunder; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties hereto.than

Effectiveness. The Commitments a. No provision of this Agreement or the obligations herein of the Parties (other than as set forth in Section 17.d. of this Agreement) shall become be effective only when until the satisfaction of all of the following conditions have been satisfied(each, a “Condition” and, collectively, the “Conditions”): i. the Canadian Court has entered orders, the form and substance of which are acceptable to NNI, the Creditors’ Committee and Bondholders’ Committee: (aA) approving the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart hereof signed by such party or facsimile or other written confirmation satisfactory to the Administrative Agent confirming that such party has signed a counterpart entirety of this Agreement and all provisions hereof; (bB) authorizing NNL to enter into the Administrative Agent shall have received an opinion of General Counsel Canadian APA and to take all actions necessary to comply with its obligations thereunder, including the establishment of the Borrower Account Payable (or such other counsel for the Borrower as may be acceptable to the Agentdefined herein), substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (cC) allowing the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for NNI Claim with the Administrative Agent, substantially priorities as set forth in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity Section 10 of this Agreement and declaring that the NotesCanadian Debtors, and the Monitor, have waived their rights at law, in equity or otherwise to setoff against or in any other matters relevant heretoway reduce the NNI Claim, all and that the NNI Claim and such waiver shall bind any trustee, receiver or similar individual appointed in form any subsequent proceedings of the Canadian Debtors; (D) confirming that the Account Payable and substance satisfactory the NNI Claim shall not have the benefit of any of the Charges (as such term is defined in the Initial Order, dated January 14, 2009, of the Canadian Court issued in the Canadian Proceedings, as the same may be amended and restated from time to time (the “Initial Order”)) except to the Administrative Agentextent set forth in the last paragraph of Section 10 and Section 22.ii. of this Agreement; and (fE) approving an one-year extension of the Administrative Agent Amended and Restated Revolving Loan Agreement dated March 27, 2009 among Nortel Networks Ltd., Nortel Networks Inc. and Nortel Networks Technology Corporation (the “NNI Loan”) through December 31, 2010 (the “NNI Loan Extension”). ii. the US Court has entered orders, the form and substance of which are acceptable to the Creditors’ Committee, Bondholders’ Committee, the Monitor and NNL: (A) approving the entirety of this Agreement and all provisions hereof; (B) authorizing NNI to enter into the US APA and to take all actions necessary to comply with its obligations thereunder; (C) approving a stipulation resolving and allowing the claims of the IRS against the US Debtors in the US Proceedings, in an amount acceptable to the Creditors’ Committee and the Bondholders’ Committee; and (D) approving the NNI Loan Extension. iii. the orders of the Canadian Court and US Court in respect of Section 17.a.i. and Section 17.a.ii. shall have received evidence satisfactory to it that all principal of any loans outstanding undereach become a Final Order, where “Final Order” means the order has been approved and entered by the Canadian Court and/or US Court, as applicable, and all accrued interest is no longer subject to appeal, writ of certiorari, reargument, rehearing, motion to vary or set aside or, in the event that a timely appeal has been noticed, or a timely writ of certiorari, reargument or rehearing, or a motion to vary or set aside has been sought with regard to such order, then the order has been affirmed by the highest court to which the order was appealed and fees underthe time to take any further appeal, to petition for writ of certiorari or to move for reargument, rehearing, or to vary or set aside has expired. iv. NNL shall have entered into the Existing Credit Agreements Canadian APA with the CRA; v. NNI shall have entered into the US APA with the IRS; and vi. the Account Payable shall have been paid in full; provided that the Commitments shall not become effective unless all established by NNL. b. Upon satisfaction of the foregoing conditions are satisfied not later than May Conditions, all provisions of this Agreement shall be effective as of the date of the satisfaction of the last Condition. c. Each Party hereto shall: i. use commercially reasonable efforts to satisfy the Conditions as soon as possible, taking into account the availability of the respective Courts to address the matters set forth in this Agreement (without prejudice to the generality of the foregoing, in the case of the Monitor, the Monitor agrees to prepare and file with the Canadian Court in advance of a hearing on this Agreement a report describing and supporting the Agreement); ii. keep all other Parties, the Creditors’ Committee and the Bondholders’ Committee reasonably apprised of the progress of the satisfaction of the Conditions and provide such other information regarding the satisfaction of the Conditions as reasonably requested by other Parties; and iii. use commercially reasonable efforts to allow any other Party, the Creditors’ Committee or the Bondholders’ Committee which so requests in writing reasonable participation in connection with any proceedings in any Court related to the satisfaction of the Conditions. d. Notwithstanding any of the foregoing, the following provisions of this Agreement shall be effective as of the date hereof: Sections 9.c., 17.c., 17.d., 17.e., 18, 19, 20, 2004. Promptly after 22(iii)(A), 23, 24, 25 and 30. e. No Condition may be waived by the Effective Date occurs, Parties without the Administrative Agent shall notify express written consent of the Borrower Creditors’ Committee and the Lenders thereof, and such notice shall be conclusive and binding on all parties heretoBondholders’ Committee.

Effectiveness. The Commitments This Agreement shall become effective only when all as of the following conditions have been satisfied: Effective Date and shall continue to be in effect until the earliest of (a) the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart hereof signed by such party or facsimile or other written confirmation satisfactory to the Administrative Agent confirming that such party has signed a counterpart hereof; (b) the Administrative Agent shall have received an opinion of General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent), substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) the Administrative Agent shall have received an opinion of ▇A▇▇▇▇ ▇▇, ▇▇ & ▇▇▇, (▇) the date, if any on which OWW's ticketing authority is reinstated by AA for O▇▇▇▇▇.▇▇▇, special counsel for or (c) the Administrative Agentdate, substantially if any, that (i) the Audit Committee of the Board of Directors of OWW (the “Audit Committee”), acting reasonably and in good faith, shall determine that OWW and AA are engaged (directly or indirectly) in discussions that are reasonably likely to result in OWW having a Direct Connect (as defined in the form of Exhibit F heretoSubscriber Agreement) relationship with AA, or (ii) OWW consummates a Direct Connect relationship (directly or indirectly) with AA. OWW shall ensure that the Audit Committee will diligently monitor any discussions that OWW may have regarding a potential Direct Connect relationship with AA and covering will make a determination such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; described in clause (dc)(i) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrowerprevious sentence as soon as such a determination is reasonably justified. In addition, OWW will notify Travelport immediately if any of the corporate authority for events described in clauses (a), (b), (c)(i) and (c)(ii) of the validity first sentence of this Section 4 occurs, in which event, effective as of the date of the earliest of such event, this Agreement shall be terminated and the Notesof no further force and effect. The parties agree to use good faith, and any other matters relevant heretocommercially reasonable efforts to negotiate an extension of compensation from Travelport to OWW beyond April 21, all in form and substance satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it 2011 if, as of that all principal of any loans outstanding underdate, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing following conditions exist: (x) O▇▇▇▇▇.▇▇▇ continues to lack AA ticketing authority; (y) OWW has not consummated a Direct Connect relationship (directly or indirectly) with AA; and (z) the Audit Committee has not determined, pursuant to its obligations in this Section 4, that OWW is engaged (directly or indirectly) in discussions that are satisfied not later than May 20reasonably likely to result in OWW having a Direct Connect relationship with AA; provided, 2004. Promptly after the Effective Date occurshowever, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice neither party shall be conclusive and binding on all parties heretoobligated to agree to any such compensation or any specific provisions related to such compensation.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telecopy, telex or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) receipt by the Administrative Agent shall have received of an opinion of General Counsel of the Borrower (or such other ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special Missouri counsel for the Borrower as may be acceptable to the Agent)Company, substantially in the form of Exhibit E B hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) receipt by the Administrative Agent shall have received of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special New York counsel for the Administrative AgentCompany, substantially in the form of Exhibit F hereto, C hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) receipt by the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the Administrative Agent shall have received all documents the Administrative Agent it may reasonably request relating to the existence of the BorrowerCompany, the corporate authority for and the validity of this Agreement and the Notes, the name, title and signature of the officer authorized to sign on behalf of the Company and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; (e) receipt by the Agent of, to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Company; and (f) receipt by the Administrative Agent shall have received of evidence satisfactory to it that of the payment of all principal of and interest on any loans outstanding under, and all accrued interest and fees under, and termination of the commitments under the Existing Credit Agreements Agreement, which termination shall have been paid be effected by the agreements and waivers by the applicable parties as set forth in full; provided that the Commitments shall not become effective unless all final sentence of the foregoing conditions are satisfied not later than May 20, 2004this Section 3.01. Promptly after the Effective Date occurs, the Administrative The Agent shall promptly notify the Borrower Company and the Lenders thereofof the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Company and the Lenders (constituting the “Required Lenders” as defined in the Existing Agreement) hereby (i) agree that the “Commitments” under the Existing Agreement shall terminate automatically upon the Effective Date without further action by any party to the Existing Agreement and (ii) waive compliance with the notice requirements set forth in Section 2.06 of the Existing Agreement with respect thereto.

Effectiveness. The Commitments This Amendment shall become effective only when all on the date (the "EFFECTIVE DATE") on which the following conditions shall have been satisfied: 2 satisfied (a) except Sections 2.13 and 10.03 of the Credit Agreement, which shall become effective when the Administrative Agent shall have received, from each party listed on received the signature pages hereof, either a counterpart documents specified in paragraph (a) below): (a) The Administrative Agent shall have received counterparts hereof signed by such each of the parties hereto (or, in the case of any party or as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex, facsimile or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) the The Administrative Agent shall have received an opinion of General Counsel of the Borrower (or such other Hoga▇ & ▇art▇▇▇ ▇.▇.P., special counsel for the Borrower as may be acceptable to the Agent)Borrowers, substantially in the form of Exhibit E hereto, B hereto and covering such additional matters relating to the transactions contemplated hereby by the Financing Documents as the Required Lenders Banks may reasonably request; (c) The Collateral and Guarantee Requirement shall have been satisfied; (d) The New Agreement shall have become effective in accordance with its terms; (e) The Administrative Agent shall have received an amendment fee for the account of each Bank from which the Administrative Agent shall have received a signed counterpart hereof (or satisfactory confirmation of its signing a counterpart hereof) not later than the date of satisfaction of the condition in paragraph (a) in an opinion amount equal to 0.60% of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request;Bank's Commitment; and (df) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; (e) the The Administrative Agent shall have received all documents the Administrative Agent it may reasonably request relating to the existence of the BorrowerBorrowers, the corporate authority for and the validity of this Agreement and the NotesFinancing Documents, and any other matters reasonably relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent; and (f) the Administrative Agent shall have received evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements shall have been paid in full; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 20February 23, 20042001. Promptly On the Effective Date the Credit Agreement will be automatically amended and restated in its entirety to read as set forth in Exhibit A. On and after the Effective Date occursthe rights and obligations of the parties hereto shall be governed by the Credit Agreement. Without limiting the generality of the foregoing, on and after the Effective Date the provisions of prior amendments of and waivers under the Existing Agreement (including Amendment No. 4 thereto which by its terms has not become effective) shall be of no further force and effect except insofar as the same are reflected in the terms of the Credit Agreement. The Administrative Agent shall promptly notify the Borrower Company and the Lenders thereofBanks of the effectiveness of this Agreement, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such each of the parties hereto (or, in the case of any party or facsimile as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of electronic or other written confirmation satisfactory to the Administrative Agent confirming that from such party has signed of execution of a counterpart hereofhereof by such party); (b) if requested pursuant to Section 2.06(d), receipt by the Administrative Agent shall have received an opinion of General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to account of each applicable Bank of a duly executed Note dated on or before the Agent), substantially in Effective Date complying with the form provisions of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably requestSection 2.06; (c) receipt by the Administrative Agent shall have received of an opinion of W. ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for Esq., Vice President and Secretary of the Administrative AgentBorrower, substantially in the form of Exhibit F heretoE-1 hereto and an opinion of White & Case LLP, and covering such additional matters relating counsel to the transactions contemplated hereby as Borrower, substantially in the Required Lenders may reasonably requestform of Exhibit E-2 hereto; (d) receipt by the Agent of written confirmation from the Borrower shall have paid to that the Administrative Agent for Borrower has (i) terminated all lending commitments under the account of each Lender a fee in the amount heretofore mutually agreedExisting Credit Agreement and (ii) repaid all loans and other amounts, if any, outstanding or accrued thereunder; (e) receipt by the Administrative Agent shall have received of all documents the Administrative Agent it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; (f) receipt by the Arrangers of all fees that are to be received by the Arrangers upon execution of this Agreement in the amounts previously agreed upon between the Borrower and the Arrangers; and (fg) receipt by the Administrative Agent shall have received evidence satisfactory to it that Banks of all principal of any loans outstanding underdocumentation and other information required by regulatory authorities under applicable “know your customer” and antimony laundering rules and regulations, and all accrued interest and fees under, including the Existing Credit Agreements shall have been paid in fullPatriot Act; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 20September 24, 20042012. Promptly after the Effective Date occurs, the Administrative The Agent shall promptly notify the Borrower and the Lenders thereofBanks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. The Commitments This Agreement shall become effective only when all on the date that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05 hereof): (a) receipt by the Administrative Agent shall have received, from each party listed on the signature pages hereof, either a counterpart of counterparts hereof signed by such party or facsimile or other written confirmation satisfactory to each of the Administrative Agent confirming that such party has signed a counterpart hereofparties hereto; (b) receipt by the Administrative Agent shall have received an for the account of each Bank, if requested by such Bank, of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.04 hereof; (c) receipt by the Agent of copies of the results of current lien searches (or the equivalent in the applicable jurisdictions), such results to be in form and substance reasonably satisfactory to the Agent; (d) receipt by the Agent and the Banks of the legal opinion of General Counsel of the Borrower (or such other Ropes & Gray LLP, external counsel for the Borrower as may be acceptable to the Agent)Borrowers, substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders Agent and the Banks may reasonably request; (e) receipt by the Agent, with respect to each Borrower, of a certificate manually signed by an officer of such Borrower which is reasonably satisfactory to the Agent to the effect set forth in clause (d) of Section 3.02 hereof and, if such Borrower is submitting a Notice of Borrowing on the Effective Date, clauses (b) and (c) of Section 3.02 hereof, in each case with respect to such Borrower, such certificate to be dated the Administrative Effective Date and to be in form and substance reasonably satisfactory to the Agent; (f) receipt by the Agent, with respect to each Borrower, of a manually signed certificate from the Clerk, Secretary or Assistant Secretary of such Borrower in form and substance reasonably satisfactory to the Agent shall have received an opinion and dated the Effective Date as to the incumbency of, and bearing manual specimen signatures of, the Authorized Signatories of such Borrower who are authorized to execute and take actions under the Loan Documents for and on behalf of such Borrower, and (1) certifying and attaching copies (or a website containing, or ▇▇▇▇▇ reference to, such copies being certified) of (i) all Charter Documents (other than those delivered pursuant to Section 3.01(h) hereof), with all amendments, restatements, supplements or other modifications thereto, and (ii) the resolutions of such Borrower’s Managing Body authorizing the transactions contemplated hereby, and (2) certifying that the following have been posted to ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇with respect to, special counsel for and under the Administrative Agentname of, substantially such Borrower: (i) the Offering Document and such material as accurately and completely sets forth all Investment Policies and Restrictions not reflected in the form of Exhibit F heretoOffering Document, (ii) the investment management agreement between such Borrower and covering the Investment Adviser as then in effect, along with any other investment management or submanagement agreements to which such additional matters relating Borrower is a party as then in effect, (iii) the Custody Agreement with respect to the transactions contemplated hereby as the Required Lenders may reasonably requestsuch Borrower and (iv) such Borrower’s report(s) to shareholders referred to in Section 4.08(a) hereof; (dg) receipt by the Borrower shall have paid to Agent of a legal existence and good standing certificate for each Company from the Administrative Agent for the account jurisdiction of each Lender its formation, dated as of a fee in the amount heretofore mutually agreedrecent date; (eh) receipt by the Agent, with respect to each Borrower, of a copy of the trust declaration of the Related Company of such Borrower, with all amendments, restatements, supplements or other modifications thereto, certified by the Secretary of State of the State of its formation; (i) the Administrative Agent shall have received completed its due diligence review with respect to each Borrower and the results of any such due diligence review are satisfactory in form and substance to the Agent; (j) receipt by the Agent of all documents the Administrative Agent (including, without limitation, duly completed Forms FR U-1), opinions and instruments it may reasonably request prior to the execution of this Agreement relating to compliance with applicable rules and regulations promulgated by the Federal Reserve Board and other governmental and regulatory authorities, the existence of the each Borrower, the corporate authority for and the validity and enforceability of this Agreement and the Notes, if any, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent; (k) receipt by the Agent of a payoff letter and an irrevocable letter of direction in all respects satisfactory to the Agent to the effect that, or other evidence satisfactory to it that, all commitments in favor of each Borrower under, and all of the principal, interest, fees and other sums owing by such Borrower under, and all Liens, if any, securing the obligations of such Borrower in connection with, the Existing Committed Agreement shall have been terminated and satisfied in full, as the case may be; and (fl) receipt by the Administrative Agent shall have received evidence satisfactory to it that of payment of all principal (i) reasonable out-of-pocket expenses (including reasonable fees and disbursements of any loans outstanding underspecial counsel for the Agent) then payable hereunder, and all accrued interest and (ii) fees under, the Existing Credit Agreements shall have been paid in fullthen payable hereunder or under a separate fee letter; provided that the Commitments this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 20, 2004the date hereof. Promptly after The Agent shall promptly notify the Borrowers and the Banks of the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereofDate, and such notice shall be conclusive and binding on all parties hereto.