Common use of Effectiveness Clause in Contracts

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each of the conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”): (a) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from the Borrower, each Guarantor and the Majority Lenders; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Date.

Effectiveness. 7.1 This Amendment Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which (the “Incremental Amendment No. 1 Effective Date”) when each of the following conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”):shall have been satisfied: (a) the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly executed counterparts authorized officer of each of (in such number as may be requested by i) the Loan Parties, (ii) the Administrative AgentAgent and (iii) of this Amendment from the Borrower, each Guarantor and the Majority New 2014 Term Lenders; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received an received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion by of (w) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as special New York counsel to Holdings, the Credit PartiesBorrower and its Subsidiaries, in a form reasonably satisfactory to the Administrative Agent; (cx) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4Benesch, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereofFriedlander, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as special Connecticut counsel to the Credit PartiesHoldings, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; its Subsidiaries and (dz) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower shall have permanently reduced and its Subsidiaries, in each case substantially in the Revolving Commitments by $200,000,000 form of the respective opinions delivered on the Closing Date pursuant to the terms of Section 4.2(a4.01(a)(vi) of the Credit Agreement; (ev) a solvency certificate from the initial prepayment chief financial officer of the Term Loans on Borrower, dated the Early Settlement Date described Incremental Amendment No. 1 Effective Date, substantially in Recital the form of Exhibit G hereof shall be a concurrent condition to the occurrence of the Amendment Effective DateCredit Agreement; (fvi) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders a Term Note duly executed and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid delivered by the Borrower under in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (gf) no Default or Event of Default shall have occurred and be continuing as the incurrence of the date hereof, after giving effect to New 2014 Initial Term Loans on the terms of this Amendment; provided, that upon Incremental Amendment No. 1 Effective Date shall comply with the Amendment Effective Date, the terms requirements of Section 2.5 hereof shall be deemed to be effective as 2.12 of the Third Amendment Effective DateCredit Agreement.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each of the conditions set forth in this Section 7.1 is satisfied (the “Waiver Second Amendment Effective Date”): (a) on which the Administrative Agent shall have received duly executed counterparts the following documents or other items, each dated the Second Amendment Effective Date unless otherwise indicated: (in such number as may be requested a) receipt by the Administrative AgentAgent of 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 in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party), including receipt of consent from (i) of this Amendment from each Extending Bank and (ii) the Borrower, each Guarantor and Required Banks under the Majority LendersExisting Credit Agreement; (b) receipt by the Administrative Agent shall have received of an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit F to the Existing Credit Agreement, provided that an enforceability opinion under New York law, that is reasonably acceptable to the Administrative Agent, shall be furnished by ▇▇▇▇▇▇▇▇ the Borrower’s New York counsel, Fulbright & ▇▇▇▇▇▇▇▇ LLP, as counsel subject to the Credit Partiescustomary assumptions, in a form reasonably satisfactory to the Administrative Agentqualifications and limitations; (c) receipt by the proceeds Administrative Agent of a certificate signed by any one of the First Lien Second Out Junior Indebtedness incurred pursuant Chief Financial Officer, the Chief Executive Officer, the Treasurer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Funding of the Borrower to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of that the conditions set forth in this clauses (c) through (g), inclusive, of Section 7.2 is 3.03 of the Extended Credit Agreement have been satisfied (as of the “Second Amendment Effective Date”): Date and, in the case of clauses (ac), (e) and (g), setting forth in reasonable detail the Waiver Effective Date shall have occurredcalculations required to establish such compliance; (bd) receipt by the Administrative Agent of a certificate of an officer of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices and filings required or advisable in connection with this Amendment are in full force and effect, and the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form evidence thereof reasonably satisfactory to the Administrative Agentit; (ce) receipt by the Administrative Agent shall have received duly executed counterparts and the Syndication Agent (or their respective permitted assigns) and by each Bank Party of all fees required to be paid in such number as may the respective amounts heretofore mutually agreed in writing, and all expenses required to be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 reimbursed pursuant to the terms of Section 4.2(athe Existing Credit Agreement and for which invoices have been presented, at least one (1) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition business day prior to the occurrence of the Second Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to receipt by the Administrative Agent for and the account Banks of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees documentation and other amounts due information required by regulatory authorities under applicable “know your customer” and payable on or prior to anti- money laundering rules and regulations, including, without limitation, the Amendment Effective Date, including all reasonable outUSA PATRIOT Act (Title III of Pub. L. 107-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement56; and (g) no Default or Event receipt by the Administrative Agent of Default shall have occurred and be continuing as all documents the Administrative Agent may reasonably request relating to the existence of the date hereofBorrower, after giving effect the corporate authority for and the validity of this Amendment all in form and substance reasonably satisfactory to the terms Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Bank Parties of this Amendment; provided, that upon the Second Amendment Effective Date, the terms of Section 2.5 hereof and such notice shall be deemed to be effective as of the Third Amendment Effective Dateconclusive and binding on all parties hereto.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each of the conditions set forth in this Section 7.1 is satisfied (the “Waiver Amendment Effective Date”): (a) on which the Administrative Agent shall have received duly executed counterparts the following documents or other items, each dated the Amendment Effective Date unless otherwise indicated: (in such number as may be requested a) receipt by the Administrative AgentAgent of 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 in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party), including receipt of consent from (i) of this Amendment from each Extending Bank and (ii) the Borrower, each Guarantor and Required Banks under the Majority LendersExisting Credit Agreement; (b) receipt by the Administrative Agent shall have received of an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit F to the Existing Credit Agreement, provided that an enforceability opinion under New York law, that is reasonably acceptable to the Administrative Agent, shall be furnished by ▇▇▇▇▇▇▇▇ the Borrower’s New York counsel, O’Melveny & ▇▇▇▇▇▇▇▇ LLP, as counsel subject to the Credit Partiescustomary assumptions, in a form reasonably satisfactory to the Administrative Agentqualifications and limitations; (c) receipt by the proceeds Administrative Agent of a certificate signed by any one of the First Lien Second Out Junior Indebtedness incurred pursuant Chief Financial Officer, the Chief Executive Officer, the Treasurer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Funding of the Borrower to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of that the conditions set forth in this clauses (c) through (g), inclusive, of Section 7.2 is 3.03 of the Extended Credit Agreement have been satisfied (as of the “Amendment Effective Date”): Date and, in the case of clauses (ac), (e) and (g), setting forth in reasonable detail the Waiver Effective Date shall have occurredcalculations required to establish such compliance; (bd) receipt by the Administrative Agent, with a copy for each Bank, of a certificate of an officer of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices and filings required or advisable in connection with this Amendment are in full force and effect, and the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form evidence thereof reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreementit; (e) receipt by the initial prepayment Administrative Agent and the Syndication Agent (or their respective assigns) and by each Bank Party of all fees required to be paid in the Term Loans respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of or before the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to receipt by the Administrative Agent for and the account Banks of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees documentation and other amounts due information required by regulatory authorities under applicable “know your customer” and payable on or prior to anti-money laundering rules and regulations, including, without limitation, the Amendment Effective Date, including all reasonable outUSA PATRIOT Act (Title III of Pub. L. 107-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement56; and (g) no Default or Event receipt by the Administrative Agent of Default shall have occurred and be continuing as all documents the Administrative Agent may reasonably request relating to the existence of the date hereofBorrower, after giving effect to the terms corporate authority for and the validity of this Amendment; provided, that upon and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Bank Parties of the Amendment Effective Date, the terms of Section 2.5 hereof and such notice shall be deemed to be effective as of the Third Amendment Effective Dateconclusive and binding on all parties hereto.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each of the following conditions set forth in this Section 7.1 is shall have been satisfied or waived (the “Waiver Second Amendment Effective Date”): (a) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by from the Borrowers, Holdings, each other Guarantor, the Administrative Agent) , the Collateral Agent and each Incremental Term Loan Lender and the Lenders sufficient to constitute, collectively, the Required Lenders, a duly executed counterpart of this Amendment from the Borrower, each Guarantor and the Majority Lenderssigned on behalf of such party; (b) The 2018 Incremental Term Loans shall satisfy all of the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to requirements of Sections 2.25(c) of the Credit Parties, in a form reasonably satisfactory to the Administrative AgentAgreement; (c) The Borrowers shall have paid (which payment may be made by deduction from the proceeds funded amount of 2018 Incremental Term Loans) to each Incremental Term Loan Lender party to this Agreement that funds Incremental Term Loans on the Second Amendment Effective Date, as fee compensation for the funding of such Incremental Term Loan Lender’s 2018 Incremental Term Loan, a funding fee in an amount equal to 0.50% of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness stated principal amount of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; andsuch Incremental Term Loan Lender’s 2018 Incremental Term Loans; (d) The Borrowers shall have paid to each existing Lender that is party to this Amendment as a consenting Lender and has submitted its executed signature page hereto to the Administrative Agent no later than 4:00 p.m. (New York City time) on March 28, 2018, a consent fee equal to 0.25% of such existing Lender’s outstanding Term Loans (for the avoidance of doubt, exclusive of 2018 Incremental Term Loans) and Revolving Credit Commitments on the Second Amendment Effective Date; (e) The Borrowers shall have obtained the required consents (the “Second Lien Limited Consent”) to allow the Dividend Payment from the lenders party to the Second Lien Credit and Guaranty Agreement, dated as of August 28, 2017 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Second Lien Credit Agreement”), by and among Holdings, the Borrowers, LLC Subsidiary, certain Subsidiaries of Holdings party thereto, as Guarantors, the lenders party thereto from time to time, the Administrative Agent and the Collateral Agent, and the Second Lien Limited Consent shall have become effective in accordance with its terms; (f) all of the representations and warranties contained herein and in Section 4 of the Credit Agreement and in each other Credit Document (in each case, as amended by this Amendment) shall be true and correct in all material respects both immediately before and after giving effect to this Amendment (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall have been true and correct in all respects) on and as of such earlier date; (g) both immediately before and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurredcontinuing; (bh) the Administrative Agent shall have received an a customary written opinion by of (i) ▇▇▇▇▇ Day, special U.S. counsel for the Credit Parties, (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPand Calder, as special Cayman Islands counsel to for the Credit Parties, (iii) AKD, special Luxembourg counsel for the Credit Parties, (iv) Loyens & Loeff, special Netherlands counsel for the Administrative Agent and (v) White & Case LLP, special Hong Kong counsel for the Administrative Agent, in a form reasonably satisfactory each case addressed to the Administrative Agent, the Collateral Agent and the Lenders (including the Incremental Term Loan Lenders), and dated the Second Amendment Effective Date; (ci) the Administrative Agent shall have received duly executed counterparts (a Funding Notice in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of accordance with Section 4.2(a2.25(c)(iii) of the Credit Agreement; provided that, notwithstanding anything to the contrary in Section 2.25(c)(iii) or any other provision of any Credit Document, the Borrower Representative shall be allowed to deliver such Funding Notice by 1:00 p.m. (New York City time) at least two Business Days in advance of the proposed Credit Date (or such later date or time as is otherwise agreed by the Administrative Agent); (ej) the initial prepayment Administrative Agent shall have received a Conversion/Continuation Notice pursuant to Section 2.9 of the Credit Agreement for all outstanding borrowings of initial Term Loans for Interest Periods as selected in such Conversion/Continuation Notice that begins on the Early Settlement Second Amendment Effective Date described in Recital G hereof (the “Existing Term Loans Notice”); it being agreed that the Borrowers shall be a concurrent condition permitted to the occurrence of the Amendment Effective Date;select an Interest Period ending on June 29, 2018, pursuant to such Existing Term Loans Notice; and (fk) the Borrower shall have paid (i) an amendment fee all reasonable and documented expenses and other compensation payable to the Incremental Term Loan Lead Arranger and the Administrative Agent for the account of each Agent, pursuant to Section 10.2 of the Revolving Lenders and Credit Agreement or otherwise, shall have been paid (or netted from the proceeds of the 2018 Incremental Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented Loans to this Amendment the extent agreed by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (iiparties hereto) to the extent invoicedearned, all fees and other amounts due and payable on or owing and otherwise reimbursable pursuant to the terms thereof and, in the case of expenses, invoiced at least two Business Days prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Second Amendment Effective Date.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each of the following conditions set forth in this Section 7.1 is shall have been satisfied or waived (the “Waiver First Amendment Effective Date”): (a) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by from the Borrowers, Holdings, each other Guarantor, the Administrative Agent) , the Collateral Agent and each Lender, a duly executed counterpart of this Amendment from the Borrower, each Guarantor and the Majority Lenderssigned on behalf of such party; (b) all of the Administrative Agent representations and warranties contained herein and in Section 4 of the Credit Agreement and in each other Credit Document (in each case, as amended by this Amendment) shall be true and correct in all material respects both immediately before and after giving effect to this Amendment (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have received an opinion been true and correct in all material respects (except for those representations and warranties that are qualified by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPmateriality, which shall have been true and correct in all respects) on and as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agentof such earlier date; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant both immediately before and after giving effect to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4this Amendment, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing continuing; (d) Amendment No. 1 to Second Lien Credit and Guaranty Agreement, dated as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall have become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurredaccordance with its terms; (be) the Administrative Agent shall have received an evidence reasonably satisfactory to it that the Borrowers have made the Second Lien Prepayment; (f) The Administrative Agent shall have received a customary written opinion by ▇▇▇of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPDay, as special U.S. counsel to for the Credit Parties, in a form reasonably satisfactory Parties addressed to the Administrative Agent, the Collateral Agent and the Lenders (including the 2017 Incremental Term Loan Lenders), and dated the First Amendment Effective Date; (cg) the Administrative Agent shall have received duly executed counterparts (Funding Notices in such number as may be requested by the Administrative Agentaccordance with Sections 2.1(d) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a2.2(e) of the Credit Agreement; (e) , together with a flow of funds memorandum with respect to the initial prepayment of the 2017 Incremental Term Loans and the Revolving Loans requested on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the First Amendment Effective Date and any of the other transactions contemplated by this Amendment to occur on the First Amendment Effective Date (iiincluding the Second Lien Prepayment); (h) the Administrative Agent shall have received a Conversion/Continuation Notice pursuant to Section 2.9 of the Credit Agreement for all outstanding borrowings of initial Term Loans (which shall include the pro rata portion of the 2017 Incremental Term Loans as provided above) and all Revolving Loans for Interest Periods as selected in such Conversion/Continuation Notice that begins on the First Amendment Effective Date (the “Existing Term Loans Notice”); it being agreed that the Borrowers shall be permitted to select an Interest Period ending on October 31, 2017 and/or December 29, 2017, pursuant to such Existing Term Loans Notice; and (i) all reasonable and documented expenses and other compensation payable to Macquarie Capital (USA) Inc. as sole lead arranger and sole bookrunner for this Amendment and the 2017 Incremental Term Loans (in such capacity, the “Incremental Term Loan Lead Arranger”) and the Administrative Agent, pursuant to Section 10.2 of the Credit Agreement or otherwise, shall have been paid (or netted from the proceeds of the 2017 Incremental Term Loans to the extent agreed by the parties hereto) to the extent invoicedearned, all fees and other amounts due and payable on or owing and otherwise reimbursable pursuant to the terms thereof and, in the case of expenses, invoiced at least two Business Days prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third First Amendment Effective Date.

Effectiveness. 7.1 This The terms and conditions of this Amendment shall become effective only with respect to Sections 4, 5 as part of the terms and 6 hereof conditions of the Credit Agreement for any and all purposes on the first date on which each of the conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”): (a) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from the Borrower, each Guarantor and the Majority Lenders; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”):) on which the following conditions have been satisfied: (ai) The Administrative Agent (or its counsel) shall have received from (i) the Waiver Effective Date shall Borrower, (ii) the Required Lenders and (iii) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have occurred;signed counterparts of this Amendment. (bii) the The Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment consent fee payable to the Administrative Agent in Dollars for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who Lender that has consented returned an executed counterpart to this Amendment by submitting its signature page on to the Administrative Agent at or before prior to 5:00 pm Houston p.m., New York City time on ThursdayWednesday, August 4June 29, 2016 in an amount 2011 (the “Consent Deadline” and each such Lender, a “Consenting Lender”) equal to 25 basis points on each 0.15% of the aggregate principal amount of the Loans and Commitments held by such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, Consenting Lender as applicableof the Consent Deadline. (iii) The Agents shall have received, in effect on immediately available funds, payment or reimbursement of all costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment or pursuant to Section 10.04 of the Amendment Effective Date and (ii) Credit Agreement, including, to the extent invoiced, all fees and other amounts due and payable on or invoiced at least one Business Day prior to the Amendment Effective Date, including all the reasonable out-of-pocket expenses required to be reimbursed or paid by fees, charges and disbursements of counsel for the Borrower under the Credit Agreement; andAdministrative Agent. (giv) no Default or Event of Default Each Loan Party set forth on Schedule I hereto shall have occurred entered into a reaffirmation agreement, in form and be continuing as of the date hereof, after giving effect substance reasonably satisfactory to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective DateAdministrative Agent.

Effectiveness. 7.1 This Amendment and the amendment and restatement of the Original Credit Agreement as set forth in Section 1 hereof shall become effective only with respect to Sections 4, 5 and 6 hereof on as of the first date on which (such date being referred to as the “Restatement Effective Date”) that each of the following conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”):shall have been satisfied: (a) the Administrative Agent (or its counsel) shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from that, when taken together, bear the signatures of (i) Holdings, (ii) Foreign Holdings, (iii) the Borrower, (iv) Parent, (v) each Guarantor Other Parent Guarantor, (vi) each other Guarantor, (vii) the Required Lenders and the Majority Lenders(viii) each Extended Maturity Term Lender; (b) Term Lenders have consented to convert not less than $1,000,000,000 aggregate principal amount of Term Loans made on the Closing Date into Extended Maturity Term Loans (after giving effect to the prepayment to be made pursuant to Section 2.05(c)(i)(x)); (c) the Initial New Senior Secured Notes Issuance permitted under Section 7.03(w) of the Restated Credit Agreement shall have been consummated or shall be consummated substantially contemporaneously with the effectiveness of this Amendment; (d) the arrangers of this Amendment shall have received the Borrower’s Form 10-K for the fiscal year ended December 31, 2009; (e) the Administrative Agent shall have received an documents and certificates relating to the organization, existence and good standing of each Loan Party and the authorization of the Loan Documents and transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent; (f) the Administrative Agent shall have received a favorable legal opinion by of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Lenders, the Administrative Agent, the Collateral Agent, the Incremental Collateral Agent, the Swing Line Lender, each L/C Issuer and each arranger of this Amendment, dated the Restatement Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, which the Loan Parties hereby request such counsel to deliver; (g) the Administrative Agent shall have received a favorable legal opinion of ▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit PartiesLoan Parties incorporated in Bermuda, addressed to the Lenders, the Administrative Agent, the Collateral Agent, the Incremental Collateral Agent, the Swing Line Lender, each L/C Issuer and each arranger of this Amendment, dated the Restatement Effective Date, in a form and substance reasonably satisfactory to the Administrative Agent, which the Loan Parties hereby request such counsel to deliver; (ch) the proceeds representations and warranties of Holdings, Foreign Holdings, the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 Borrower and Parent set forth in Section 6 hereof comprise an amount not less than $500,000,000 shall be true and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing correct as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Restatement Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) , and the Administrative Agent shall have received an opinion a certificate, dated the Restatement Effective Date and signed by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPa Responsible Officer or the chief executive officer of the Borrower, as counsel to confirming the Credit Partiesaccuracy thereof, which shall be in a form and substance reasonably satisfactory to the Administrative Agent;; and (ci) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by and the Administrative Agent) arrangers of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan CommitmentAmendment, as applicable, in effect on shall have received payment of the Amendment Effective Date Fees and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Restatement Effective Date, including reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses required to be reimbursed or paid by the Borrower in connection with this Amendment; (j) the First Lien Intercreditor Agreement shall substantially contemporaneously with the effectiveness of this Amendment be entered into by the Collateral Agent, the Incremental Collateral Agent, the directing agent thereunder and a collateral agent on behalf of the secured parties under the Credit AgreementNew Senior Secured Notes issued on the Restatement Effective Date; and (gk) no Default or Event of Default the Borrower shall have occurred and be continuing as of substantially contemporaneously with the date hereof, after giving effect to the terms effectiveness of this Amendment; provided, that upon : (i) make an optional pro rata prepayment of Revolving Credit Loans pursuant to Section 2.05(a)(i) of the Restated Credit Agreement in an aggregate Dollar Amount equal to not less than 15% of the gross proceeds of the Initial Senior Secured Notes Issuance and (ii) permanently reduce the Revolving Credit Commitments pursuant to Section 2.06(a) of the Restated Credit Agreement in an aggregate amount equal to the prepayment of Loans made pursuant to clause (i) above. Execution and delivery of this Amendment by the Borrower on or prior to the Restatement Effective Date, the terms of Section 2.5 hereof Date shall be deemed to be effective as satisfy the notice requirements of the Third Amendment Restated Credit Agreement in connection with such prepayment and reduction of Revolving Credit Commitments. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding.

Effectiveness. 7.1 This Amendment shall become be effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each as of the conditions set forth in this Section 7.1 is satisfied (date first written above upon receipt by the “Waiver Effective Date”):Operations Agent of the following: (a) the Administrative Agent shall have received this Amendment, duly executed counterparts (in such number as may be requested and delivered by the Administrative Agent) each of this Amendment from the Borrower, each Guarantor the Banks and the Majority LendersOperations Agent; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Partiesincumbency of, in and bearing manual specimen signatures of, the officers and other representatives of the Borrower who are authorized to execute and take actions under this Amendment and the Loan Documents on behalf of the Borrower (or a form reasonably satisfactory certification that no changes have been made to the Administrative certification of incumbency contained in paragraph (h) of that Secretary’s Certificate dated as of October 26, 2023 (the “Ninth Amendment Certificate”) delivered to the Operations Agent by the Borrower on October 26, 2023 pursuant to Section 4(b) of the Amendment Agreement No. 9 dated as of October 26, 2023 (the “Ninth Amendment”) by and among the Borrower, the Banks and the Operations Agent) and the individuals set forth therein remain authorized to execute and take actions under the Amendment and the Loan Documents on behalf of the Borrower), and certifying and attaching copies of (i) the Charter Documents of the Borrower (or a certification that no changes have been made to the Charter Documents delivered to the Operations Agent by the Borrower on the Effective Date pursuant to Section 3.01(f) of the Credit Agreement), (ii) the written resolutions of the Board of Trustees of the Borrower, authorizing the transactions contemplated hereby, (iii) the current Prospectus of the Borrower as then in effect (or a certification that no changes have been made to the Prospectus delivered to the Operations Agent by the Borrower on October 26, 2023 pursuant to Section 4(b) of the Ninth Amendment and attached as Exhibit A to the Ninth Amendment Certificate), (iv) the investment advisory agreement and any other investment management or submanagement agreements of the Borrower as currently in effect (or a certification that no changes have been made to such investment advisory agreement and any other investment management or submanagement agreements delivered to the Operations Agent by the Borrower on the Effective Date pursuant to Section 3.01(f)(i) of the Credit Agreement), and (v) the custodian agreement of the Borrower currently in effect (or a certification that no changes have been made to the custodian agreement delivered to the Operations Agent by the Borrower on the Effective Date pursuant to Section 3.01(f)(i) of the Credit Agreement); (c) receipt by the proceeds Operations Agent of (i) a copy of the First Lien Second Out Junior Indebtedness incurred pursuant to certificate of trust of the First Lien Second Out Credit Agreement contemporaneously Trust, with the effectiveness of Sections 4all amendments, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing certified as of a recent date by the date hereof, after giving effect to the terms Secretary of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each State of the conditions set forth in this Section 7.2 is satisfied State of Delaware; and (ii) a legal existence and good standing certificate for the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested Trust issued by the Administrative Agent) Secretary of State of the Omnibus Amendment from the Borrower and each GuarantorState of Delaware, dated as of a recent date; (d) a non-refundable upfront fee, payable in cash to the Borrower shall have permanently reduced Operations Agent for the Revolving Commitments by $200,000,000 respective accounts of the Banks, of five (5) basis points on the Aggregate Commitment Amount; and (e) all other fees payable to the Operations Agent pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective DateDocuments, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Dateany fee letter.

Effectiveness. 7.1 This Amendment Agreement shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on upon which each of the following conditions set forth in this Section 7.1 is has been satisfied (the “Waiver Effective Date”): (a) the The Administrative Agent shall have has received counterparts of this Agreement duly executed counterparts (in such number as may be requested by the Administrative Agent) on behalf of this Amendment from each New Lender, each Existing Lender, each Swingline Lender, each Issuing Bank and the Borrower, each Guarantor and the Majority Lenders; (b) The Borrower shall have delivered to the Administrative Agent Agent, a certificate of the Borrower dated as of the Effective Date and executed by a responsible officer of the Borrower, (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to the Maturity Extension and (ii) certifying that, (x) before and after giving effect to the Maturity Extension, the representations and warranties contained in Article III of the Credit Agreement are true and correct on and as of the Effective Date, except to the extent such representations and warranties specifically refer to an earlier date (in which case, the Borrower shall certify that the such representations and warranties were true and correct on and as of such earlier date), (y) before and after giving effect to the Maturity Extension and the Amendments, no Default or Event of Default exists or will exist, and (z) no Material Adverse Change has occurred or is continuing; (c) The Administrative Agent, the Lenders and the Arrangers shall have received an opinion by ▇▇▇▇all fees and other amounts due and payable to each such Person (including, without limitation, the fees and expenses of ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under Borrowers pursuant to the Credit Agreement; and (gd) no Default or Event of Default Each Exiting Lender shall have occurred received all payments pursuant to the Credit Agreement (including payments of principal, interest, fees and be continuing other amounts) due and payable to such Exiting Lender as of the date hereof, Effective Date after giving effect to the terms Section 1 of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective DateAgreement.

Effectiveness. 7.1 This Amendment Sections 1 and 2 of this Agreement shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which and ---------- - time (the "Effective Time") that a counterpart to this Agreement shall have been -------------- executed by each of the parties hereto and each of the following conditions set forth in this Section 7.1 is shall have been satisfied (provided that the “Waiver Effective Date”Time may not be later than March 31, 1997): (a) the Administrative Agent Vitalink shall have received duly executed counterparts (paid HRP a non-refundable $10,000,000 lease modification fee in such number as may be requested by immediately available funds to reflect the Administrative Agent) of this Amendment from the Borrower, each Guarantor and the Majority Lenderschange in guarantors; (b) Vitalink shall have executed and delivered to HRP a Guaranty in the Administrative Agent form attached hereto as Exhibit A (the "Vitalink Guaranty"); --------- ----------------- (c) New GranCare shall have executed and delivered to HRP an Assumption Agreement in the form attached hereto as Exhibit B (the "Assumption Agreement," --------- -------------------- and together with this Agreement, the Vitalink Guaranty and each other agreement, instrument or other document delivered by any party pursuant to this Section 3, collectively, the "Vitalink Documents"; the Vitalink Documents and --------- ------------------ the Transaction Documents, as amended hereby, are collectively referred to herein as the "Documents"), which Assumption Agreement shall have been accepted --------- by GranCare for the limited purpose specified therein; (d) the Distribution and the Merger shall have occurred substantially concurrently with the Effective Time, in accordance with the description of the Distribution and Merger in the Schedule 14A; (e) giving effect to the Distribution and the Merger, and occurrence of the Effective Time, no Event of Default, or event or condition that with the giving of notice or the lapse of time or both would become an Event of Default, shall have occurred and be continuing under any Document, and all warranties and representations contained in each Vitalink Document shall be true and correct at the Effective Time as if made at such time; (f) HRP shall have received an opinion by a certificate of a senior executive officer of New GranCare and Vitalink confirming satisfaction of the conditions described in paragraphs (d) and (e) above; -------------- --- (g) HRP shall have received opinions addressed to it, each dated the Effective Time, from counsel to GranCare and New GranCare, and from ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to Vitalink, covering the Credit Partiesmatters set forth in Exhibits C and D respectively, and otherwise in a form and substance reasonably ---------- - satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow AccountHRP; and (dh) no Default New GranCare or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower Vitalink shall have paid (i) an amendment fee payable to the Administrative Agent all costs, expenses and taxes provided for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan CommitmentSection 4 hereof, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, well as all fees and other amounts due expenses currently --------- payable by New GranCare, Vitalink, GranCare, AMS Properties and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower GCIHCC under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Dateany Document.

Effectiveness. 7.1 This Amendment (i) The Existing Credit Agreement became effective on the Effective Date and (ii) this Agreement shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each of the conditions set forth in this Section 7.1 is satisfied (the “Waiver Amendment Effective Date”): (a) on which the Administrative Agent shall have received duly executed counterparts the following documents or other items, each dated the Amendment Effective Date unless otherwise indicated: (in such number as may be requested a) receipt by the Administrative Agent) Agent of this Amendment 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 in form satisfactory to it in facsimile transmission, electronic submission or other writing from the Borrower, each Guarantor and the Majority Lenderssuch party of execution of a counterpart hereof by such party); (b) receipt by the Administrative Agent shall have received for the account of each Bank that has requested a Note of a duly executed Note dated on or before the Amendment Effective Date complying with the provisions of Section 2.05; (c) receipt by the Administrative Agent of an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit C hereto, provided that an enforceability opinion under New York law, that is reasonably acceptable to the Administrative Agent, shall be furnished by ▇▇▇the Borrower’s New York counsel, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel subject to the Credit Partiescustomary assumptions, in a form reasonably satisfactory to the Administrative Agentqualifications and limitations; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event receipt by the Administrative Agent of Default shall have occurred and be continuing as a certificate signed by any one of the date hereofChief Financial Officer, after giving effect the Chief Executive Officer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Relations of the Borrower to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of effect that the conditions set forth in this clauses (c) through (g), inclusive, of Section 7.2 is 3.03 have been satisfied (as of the “Amendment Effective Date”): Date and, in the case of clauses (ac), (e) and (g), setting forth in reasonable detail the Waiver Effective Date shall have occurredcalculations required to establish such compliance; (be) receipt by the Administrative Agent, with a copy for each Bank, of a certificate of an officer of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices and filings required or advisable in connection with this Agreement are in full force and effect, and the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form evidence thereof reasonably satisfactory to the Administrative Agentit; (cf) receipt by the Administrative Agent shall and the Syndication Agent (or their respective assigns) and by each Bank Party of all fees required to be paid in the respective amounts heretofore mutually agreed in writing, and all expenses for which invoices have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans been presented, on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of or before the Amendment Effective Date; (fg) receipt by the Borrower shall have paid Administrative Agent and the Banks of all documentation and other information requested by the Administrative Agent or such Bank and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (iTitle III of Pub. L. 107-56); and (h) an amendment fee payable receipt by the Administrative Agent of all documents the Required Banks 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. The Administrative Agent for shall promptly notify the account Borrower and the Bank Parties of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof such notice shall be deemed to be effective as of the Third Amendment Effective Dateconclusive and binding on all parties hereto.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each of the conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”): (a) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from the Borrower, each Guarantor and the Majority Lenders; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date (the "Third Restatement Effective Date") on which (i) the Parent, the Borrower, each Agent, each Bank with a C Term Loan Commitment, each Bank with a B Revolving Loan Commitment, and the Required Banks (determined immediately before the occurrence of the Third Restatement Effective Date and without giving effect thereto) shall have signed a copy hereof (whether the same or different copies) and shall have delivered the same to the Administrative Agent at its Notice Office or, in the case of the Banks, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile transmission notice (actually received) in accordance with Section 12.03 at such office that the same has been signed and mailed to it and (ii) the conditions set forth contained in this Section 7.2 is satisfied Sections 4 and 5 are met to the satisfaction of the Agents and the Required Banks (determined immediately after the “Amendment occurrence of the Third Restatement Effective Date”): ). Unless the Administrative Agent has received actual notice from any Bank that the conditions contained in Sections 4 and 5 have not been met to its satisfaction, upon the satisfaction of the condition described in clause (ai) of the Waiver 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 Third Restatement Effective Date shall have been deemed to have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) regardless of any subsequent determination that one or more of the Omnibus Amendment from the Borrower and each Guarantor; conditions thereto had not been met (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to although the occurrence of the Amendment Third Restatement Effective Date; (f) Date shall not release the Borrower from any liability for failure to satisfy one or more of the applicable conditions contained in Section 4 or 5). To the extent any Banks under and as defined in the Second Amended and Restated Credit Agreement shall have paid (i) an amendment fee payable any rights thereunder with respect to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or matters occurring prior to the Amendment Third Restatement Effective DateDate (including without limitation as to obligations with respect to loans outstanding thereunder, including all reasonable out-of-pocket expenses required interest or fees owing thereunder or any costs under Sections 1.10, 1.11, 1A.06 or 3.04 of the Second Amended and Restated Credit Agreement), neither the Third Restatement Effective Date or the repayment of any amounts owing to be reimbursed such Banks shall limit or paid by the Borrower otherwise affect any of such Banks' rights under the Second Amended and Restated Credit Agreement; and (g) no Default or Event of Default Agreement and such Banks' rights shall have remain in full force and effect as if the Third Restatement Effective Date has not occurred and be continuing as of the date hereof, after giving effect with respect to matters occurring prior to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Restatement Effective Date.

Effectiveness. 7.1 This Amendment Agreement shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each of the conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”):) as of the date hereof upon satisfaction of the following conditions precedent: (a) Receipt by the Administrative Agent of counterparts of this Agreement executed by the Borrower, the Lenders and the Agent. (b) Receipt by the Agent of: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of existence, certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws and of its Board of Directors’ resolutions authorizing the execution of the Loan Documents by the Borrower. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer or the controller of the Borrower, stating, as of the Effective Date, that (A) no Default or Unmatured Default has occurred and is continuing, (B) the Borrower is in compliance with Section 6.11 and setting forth in reasonable detail and calculation of the ratio set forth therein, determined as of December 31, 2020, and (C) the representations and warranties contained in Article V are true and correct. (v) A written opinion of counsel to the Borrower, substantially in the form of Exhibit B. (vi) Evidence, in form and substance satisfactory to the Agent, that the Borrower has obtained all governmental approvals, if any, necessary for it to enter into the Loan Documents, including, without limitation, the approval of the Public Utility Commission of Oregon. (vii) A Note executed by the Borrower in favor of each Lender that has requested an Note pursuant to Section 2.11. (viii) Such other documents as any Lender or its counsel may have reasonably requested. (c) The Agent and the Lenders shall have received, at least five (5) Business Days prior to the Effective Date, all documentation and other information requested by the Agent or any Lender or required by regulatory authorities in order for the Agent and the Lenders to comply with requirements of any Anti-Money Laundering Laws, including the PATRIOT Act and any applicable “know your customer” rules and regulations to the extent requested at least ten (10) Business Days prior to the Effective Date. (d) The Borrower shall have delivered to the Agent, and directly to any Lender requesting the same, a Beneficial Ownership Certification in relation to it (or a certification that such Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations) to the extent requested at least ten (10) Business Days prior to the Effective Date, in each case at least five (5) Business Days prior to the Effective Date. (e) The Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from the Borrower, each Guarantor and the Majority Lenders; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable by the Borrower hereunder on or prior to the Amendment Effective Date, including including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under hereunder. Without limiting the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as generality of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms provisions of Section 2.5 hereof 10.4, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be effective as of satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Third Amendment Agent shall have received notice from such Lender prior to the proposed Effective DateDate specifying its objection thereto.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each of the conditions set forth in this Section 7.1 3 is satisfied (the “Waiver Effective Date”): (a) the 3.01 The Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from (a) the Borrower, each Guarantor and the Majority Lenders; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPeach Guarantor, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4Administrative Agent, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Lenders constituting at least the Required Lenders. 3.02 The Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer certifying that: (a) No Default or Event of Default shall have occurred and be continuing as of the date hereof, before and after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred;; and (b) All representations and warranties made by any Credit Party in the Administrative Agent Credit Agreement or in the other Credit Documents shall be, to the knowledge of the Borrower, true and correct in all material respects (unless such representations and warranties are already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have received an opinion been true and correct in all material respects (unless such representations and warranties are already qualified by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Partiesmateriality or Material Adverse Effect, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent which case they shall have received duly executed counterparts (been true and correct in all respects) as of such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor;earlier date). (d) the 3.03 The Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant executed and delivered, or caused to be executed and delivered Mortgages granting a security interest in Borrowing Base Properties not subject to a Mortgage immediately prior to the terms of Section 4.2(a) of the Credit Agreement;Effective Date with a PV-9 equal to at least $750,000,000. (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the 3.04 The Borrower shall have paid (iincluding an authorization by the Borrower to debit an account with the Administrative Agent), no later than the Effective Date, (a) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders Lender executing and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to delivering this Amendment by submitting its signature page on or before 5:00 pm Houston time pm, Central Time, on Thursday, August 4April 8, 2016 in an amount (each, a “Consenting Lender”), a fee equal to 25 basis points on each 0.25% of such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date ; and (iib) to the extent invoiced, all fees and expenses of the Administrative Agent and other amounts due and payable on or prior before the Effective Date, to the Amendment Effective Dateextent invoiced, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Date.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on as of the first date (the “Effective Date”) on which each of the following conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”):precedent shall have been satisfied: (a) the The Administrative Agent shall have received duly executed counterparts of this Amendment which, when taken together, bear the signatures of each Loan Party, each Extending Revolving Credit Lender, each Additional Revolving Credit Lender, the Required Lenders (in such number as may be requested by collectively, the “Requisite Lenders”), and the Administrative Agent. (i) After giving effect to this Amendment, each of the representations and warranties set forth in Section 6 of this Amendment from shall be true and correct in all material respects and (ii) no Default or Event of Default shall have occurred and be continuing as of the Borrower, each Guarantor and the Majority Lenders;Effective Date. (bc) the The Administrative Agent shall have received an a certificate, dated as of the Effective Date and signed by a Responsible Officer of the U.S. Borrower, confirming compliance with the conditions precedent set forth in paragraph (b) of this Section 7. (d) The Administrative Agent shall have received (i) a favorable written opinion by of (x) the General Counsel or Deputy General Counsel of the U.S. Borrower and (y) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to for Holdings and the Credit PartiesU.S. Borrower, in a form reasonably satisfactory each case addressed to the Administrative Agent;, the Lenders (including the Additional Revolving Credit Lenders) and the Issuing Banks, (ii) board resolutions and (iii) customary certificates, in each case, substantially consistent with those delivered on the Second Restatement Date. Holdings and the U.S. Borrower hereby request such counsel to deliver such opinion. (ce) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant The Administrative Agent and each Additional Revolving Credit Lender shall have received all documentation and other information reasonably requested by them at least five Business Days prior to the First Lien Second Out Credit Agreement contemporaneously with Effective Date that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; andUSA PATRIOT Act. (df) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the The Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP(on behalf of itself, as counsel to the Extending Revolving Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.the Additional Revolving Credit Lenders) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable Extension Fees and all Upfront Fees and, to the extent invoiced at least one Business Day prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower Borrowers hereunder or under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Dateany other Loan Document.

Effectiveness. 7.1 This Amendment Agreement shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which that each of the following conditions set forth in this Section 7.1 is shall have been satisfied (the “Waiver Effective Date”or waived in accordance with Section 9.5): (a) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) from each of this Amendment from the Borrower, each Guarantor Issuing Bank and the Majority LendersBanks (x) a counterpart of this Agreement signed on behalf of such Person or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission of a signed signature page of this Agreement) that such Person has signed a counterpart of this Agreement; (b) receipt by the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ of written opinions (each dated the Effective Date and addressed to the Administrative Agent and the Lenders) of (i) the General Counsel of the Borrower and (ii) Hunton & ▇▇▇▇▇▇▇▇ LLP▇, as special New York counsel to for the Credit PartiesBorrower, in a each case in form reasonably and substance satisfactory to the Administrative AgentAgent 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 proceeds same and all commitments thereunder shall be terminated, and the Administrative Agent shall have received satisfactory evidence of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; andforegoing; (d) no Default or Event all fees payable to the Lenders and the Agents on the Effective Date, and the reasonable fees and expenses of Default counsel to the Administrative Agent incurred in connection with the preparation, negotiation and closing of the Loan Documents, shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurredbeen paid; (be) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel (i) a certificate of good standing with respect to the Credit PartiesBorrower from the Secretary of State of its state of incorporation, and (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower, in a form and substance reasonably satisfactory to the Administrative Agent; , attaching (cA) organizational documents, (B) resolutions authorizing the Administrative Agent shall have received duly executed counterparts Loan Documents and the transactions contemplated thereby which are in full force and effect, and (in such number as may be requested by the Administrative AgentC) of the Omnibus Amendment from the Borrower and containing an incumbency certification with respect to each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Dateofficer thereof signing any Loan Document; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each representations and warranties set forth in Article 4 are true and correct on and as of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as on the Effective Date. Notwithstanding anything to the contrary contained in this Section 3.1, this Agreement shall not become effective or be binding on any party hereto unless not later than November 1, 2009, all of the date hereof, after giving effect foregoing conditions are satisfied (or waived in accordance with Section 9.5). The Borrower and the Banks party to the terms of this Amendment; providedExisting Agreements, to the extent that the Banks constitute “Required Banks” thereunder, hereby agree that the commitments to extend credit thereunder shall terminate automatically upon the Amendment Effective Date. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Effective Date, the terms of Section 2.5 hereof and such notice shall be deemed to be effective as of the Third Amendment Effective Dateconclusive and binding on all parties hereto.

Effectiveness. 7.1 This Amendment Agreement shall become be automatically deemed effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each of when the following conditions set forth are satisfied or waived in this Section 7.1 is satisfied writing by XENCOR (such date, the “Waiver Effective Date”): (a) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from the Borrower), each Guarantor and the Majority Lenders; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4exception that Article 1, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereofSection 10.1, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4Article 13, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in Section 12.3.3, Section 12.3.4, this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower 14.1.2 and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to 14.1.3 will be effective as of the Third Amendment Effective Execution Date: (a) The consummation (the “Subsequent Financing Closing”) by Licensee of an equity financing transaction consummated following the Execution Date pursuant to which Licensee has raised equity financing from one or more investors (the “Investors”) equaling an aggregate gross amount of [***] or more (the “Subsequent Financing”); and (b) The issuance by Licensee to XENCOR of such number of fully paid and non-assessable shares of the same class and series of equity securities issued or issuable to the Investors in connection with the Subsequent Financing (the “Subsequent Financing Securities”) that, immediately following the Subsequent Financing Closing, XENCOR shall own (together with Licensee equity interests that Xencor acquired prior to the Execution Date) fifteen percent (15%) of the Fully Diluted Capitalization (as defined below) of Licensee (calculated on an as-converted basis) (the “Equity Consideration”). For purposes hereof, “Fully Diluted Capitalization” means all shares of common stock of Licensee that are (i) issued and outstanding, (ii) issuable upon the exercise and/or conversion of any outstanding options, warrants or other derivative securities and shares reserved for issuance and available for grant or to be reserved for issuance and available for grant at or prior to the final closing of the Subsequent Financing under any equity incentive plan or similar plan of Licensee, and (iii) assuming the issuance of all Subsequent Financing Securities to the Investors in connection with the Subsequent Financing.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each of the conditions set forth in this Section 7.1 is satisfied (the “Waiver Third Amendment Effective Date”): (a) on which the Administrative Agent shall have received duly executed counterparts the following documents or other items, each dated the Third Amendment Effective Date unless otherwise indicated: (in such number as may be requested a) receipt by the Administrative AgentAgent of 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 in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party), including receipt of consent from (i) of this Amendment from each Extending Bank, (ii) each Non-Extending Bank and (iii) the Borrower, each Guarantor and Required Banks under the Majority LendersExisting Credit Agreement; (b) receipt by the Administrative Agent shall have received of an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit F to the Existing Credit Agreement, provided that an enforceability opinion under New York law, that is reasonably acceptable to the Administrative Agent, shall be furnished by the Borrower’s New York counsel, Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ US LLP, as counsel subject to the Credit Partiescustomary assumptions, in a form reasonably satisfactory to the Administrative Agentqualifications and limitations; (c) receipt by the proceeds Administrative Agent of a certificate signed by any one of the First Lien Second Out Junior Indebtedness incurred pursuant Chief Financial Officer, the Chief Executive Officer, the Treasurer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Relations of the Borrower to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of that the conditions set forth in this clauses (c) through (g), inclusive, of Section 7.2 is 3.03 of the Amended Credit Agreement have been satisfied (as of the “Third Amendment Effective Date”): Date and, in the case of clauses (ac), (d) and (g), setting forth in reasonable detail the Waiver Effective Date shall have occurredcalculations required to establish such compliance; (bd) receipt by the Administrative Agent of a certificate of an officer of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices and filings required or advisable in connection with this Amendment are in full force and effect, and the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form evidence thereof reasonably satisfactory to the Administrative Agentit; (ce) receipt by the Administrative Agent shall have received duly executed counterparts and the Syndication Agent (or their respective permitted assigns) and by each Bank Party of all fees, including such fees that are owed to each Non-Extending Bank, required to be paid in such number as may the respective amounts heretofore mutually agreed in writing, and all expenses required to be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 reimbursed pursuant to the terms of Section 4.2(athe Existing Credit Agreement and for which invoices have been presented, at least one (1) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition business day prior to the occurrence of the Third Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to receipt by the Administrative Agent for and the account Banks of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect a Beneficial Ownership Certification on the Third Amendment Effective Date and (ii) to the extent invoiced, all fees documentation and other amounts due information required by regulatory authorities under applicable “know your customer” and payable on or prior to anti-money laundering rules and regulations, including, without limitation, the Amendment Effective Date, including all reasonable outUSA PATRIOT Act (Title III of Pub. L. 107-of-pocket expenses required to be reimbursed or paid by 56) and the Borrower FinCEN beneficial ownership regulations under the Credit AgreementBeneficial Ownership Regulation; and (g) no Default or Event receipt by the Administrative Agent of Default shall have occurred and be continuing as all documents the Administrative Agent may reasonably request relating to the existence of the date hereofBorrower, after giving effect the corporate authority for and the validity of this Amendment all in form and substance reasonably satisfactory to the terms of this Amendment; provided, that upon Administrative Agent. The Administrative Agent shall promptly notify the Amendment Effective Date, Borrower and the terms of Section 2.5 hereof shall be deemed to be effective as Bank Parties of the Third Amendment Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. 7.1 This Amendment shall become effective only with respect (a) Unless the Administrative Agent has received actual notice from any Lender that the conditions contained in Section 6.01 have not been met to Sections 4its satisfaction, 5 and 6 hereof on upon the first date on which receipt by the Administrative Agent from Holdings, the other Borrowers, each of the conditions set forth Co-Collateral Agents and each of the Lenders a signed counterpart hereof (whether the same or different counterparts) at the Notice Office or, in this Section 7.1 is satisfied (the “Waiver Effective Date”): (a) case of the Lenders, shall have given to the Administrative Agent shall have received duly executed counterparts telephonic (confirmed in writing), written or telex notice (actually received) at such number as may be requested by office that the same has been signed and mailed to it and upon the Administrative Agent) ’s good faith determination that the conditions contained in Section 6.01 have been met, then the Closing Date shall be deemed to have occurred, regardless of this Amendment any subsequent determination that one or more of the conditions thereto had not been met (although the occurrence of the Closing Date shall not release Holdings, any Borrower or any other Loan Party from any liability for failure to satisfy one or more of the Borrower, each Guarantor and the Majority Lenders;applicable conditions contained in Section 6.01). (b) The obligation of each Lender to make Loans, and the obligation of each Issuing Lender to issue Letters of Credit shall arise on the date (the “Funding Date”) which occurs after the Closing Date on which the conditions contained in Sections 6.02 and 7 are met to the satisfaction of the Administrative Agent shall and the Required Lenders. Unless the Administrative Agent has received actual notice from any Lender that the conditions described in the preceding sentence have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPnot been met to its satisfaction, as counsel to the Credit Parties, in a form reasonably satisfactory to upon the Administrative Agent; (c) ’s good faith determination that the proceeds conditions described in the immediately preceding sentence have been met, then the Funding Date shall be deemed to have occurred, regardless of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default any subsequent determination that one or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each more of the conditions set forth in this Section 7.2 is satisfied thereto had not been met (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to although the occurrence of the Amendment Effective Date; (f) Funding Date shall not release Holdings, any Borrower or any other Loan Party from any liability for failure to satisfy one or more of the Borrower shall have paid (i) an amendment fee payable to the applicable conditions contained in Section 6.02). The Administrative Agent for will give Holdings, the account of other Borrowers and each Lender prompt written notice of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as occurrence of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Funding Date.

Effectiveness. 7.1 This Amendment The amendments to the Existing Credit Agreement, the obligations of the Tranche B 2024 Term Lenders to make the Tranche B 2024 Term Loans hereunder, the amendment and restatement of the Existing Credit Agreement and the amendment or amendment and restatement of certain schedules and exhibits thereto and the Collateral Agreement as set forth in Section 1 hereof shall become effective only with respect to Sections 4and be completed, 5 and 6 hereof in the sequence provided for in such Section, on the first date (the “Twelfth Amendment Effective Date”) on which each of the following conditions set forth in this Section 7.1 is shall have been satisfied (or waived in accordance with Section 9.02 of the “Waiver Effective Date”Existing Credit Agreement): (a) The Administrative Agent (or its counsel) shall have received from (i) ▇▇▇▇▇ ▇, the Borrower and each Subsidiary Loan Party, (ii) the Administrative Agent shall have received duly executed and (iii) each institution that is to become a Tranche B 2024 Term Lender either (A) counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from Agreement signed on behalf of each such party or (B) written evidence satisfactory to the Borrower, Administrative Agent (which may include a fax or electronic transmission of a signed signature page of this Amendment Agreement) that each Guarantor and the Majority Lenders;such party has signed a counterpart of this Amendment Agreement. (b) The Administrative Agent, Bank of America, N.A. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunning managers for the Administrative Agent Tranche B 2024 Term Loans (in such capacities, the “Lead Arrangers”), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., Barclays Bank PLC, ▇▇▇▇▇▇▇ Sachs Bank USA, Credit Suisse Securities (USA) LLC and ▇.▇. ▇▇▇▇▇▇ Securities LLC, as joint bookrunning managers for the Tranche B 2024 Term Loans (in such capacity, together with the Lead Arrangers, the “Arrangers”), shall have received favorable written opinions (addressed to the Administrative Agent, the Arrangers and the other parties hereto and dated the Twelfth Amendment Effective Date) of (i) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, (ii) the Chief Legal Officer or an opinion by Assistant General Counsel of Level 3, (iii) Potter ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as Delaware local counsel, and (iv) ▇▇▇▇▇▇ ▇▇▇▇▇ & Bockius LLP, regulatory counsel for the Borrower, covering such matters relating to the Credit Loan Parties, the Loan Documents and the transactions contemplated by this Amendment Agreement as the Administrative Agent or the Lead Arrangers shall reasonably request. (c) The Administrative Agent and the Lead Arrangers shall have received such documents and certificates as the Administrative Agent, the Lead Arrangers or their counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization by the Loan Parties of the transactions contemplated hereby and any other legal matters relating to the Loan Parties, the Loan Documents or the transactions contemplated hereby, all in a form and substance reasonably satisfactory to the Administrative Agent; (c) , the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 Lead Arrangers and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; andtheir counsel. (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the The Administrative Agent and the Lead Arrangers shall have received an opinion a certificate signed by ▇▇▇a Financial Officer of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel dated the Twelfth Amendment Effective Date, confirming satisfaction of the condition set forth in paragraph (e), certifying that the representations and warranties set forth in Section 4 hereof (in each case, substituting all references in Section 4 to the “Existing Credit Parties, in a form reasonably satisfactory Agreement” with references to the Administrative Agent; (c“Restated Credit Agreement” and all references in Section 4 to the “date hereof” with references to the “Twelfth Amendment Effective Date”) the Administrative Agent shall have received duly executed counterparts (in such number are true and correct as may be requested by the Administrative Agent) of the Omnibus Twelfth Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement;Effective Date. (e) Subject to Section 2 hereof, the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof Guarantee and Collateral Requirement shall be a concurrent condition to the occurrence of the Amendment Effective Date;have been satisfied. (f) The Administrative Agent, the Borrower Arrangers and the Tranche B 2024 Term Lenders shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, received all fees and other amounts due and payable to them on or prior to the Twelfth Amendment Effective Date, including the reimbursement or payment of all reasonable out-of-pocket expenses required for which reasonably detailed invoices have been presented prior to be reimbursed or paid by the Borrower under Twelfth Amendment Effective Date (including the Credit reasonable fees, charges and disbursements of Cravath, Swaine & ▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Lead Arrangers) incurred in connection with this Amendment Agreement; and. (g) no Default or Event of Default The Administrative Agent and the Lead Arrangers shall have occurred received (i) either (A) a completed (x) perfection certificate in the form of Annex III hereto (the “Twelfth Amendment Effective Date Perfection Certificate”) and (y) perfection certificate in the form of Annex III hereto (the “Twelfth Amendment Effective Date Loan Proceeds Note Perfection Certificate”), each dated the Twelfth Amendment Effective Date and signed by a Financial Officer, in each case, together with all attachments contemplated thereby, or (B) a certificate dated the Twelfth Amendment Effective Date and signed by a Financial Officer (which certificate may be continuing combined with the certificate referred to in paragraph (d) above) confirming that as of the date hereofTwelfth Amendment Effective Date there have been no changes to the information required to be set forth in the Annual Perfection Certificate and the Annual Loan Proceeds Note Perfection Certificate since the dates of the Annual Perfection Certificate and Annual Loan Proceeds Note Perfection Certificate most recently delivered to the Administrative Agent and (ii) the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Twelfth Amendment Effective Date Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent and the Lead Arrangers that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.05 of the Restated Credit Agreement or have been released. (h) The Administrative Agent and the Lead Arrangers shall have received a certificate signed by the chief financial officer of ▇▇▇▇▇ ▇, dated the Twelfth Amendment Effective Date, certifying (i) with respect to the incurrence of the Tranche B 2024 Term Loans, as to compliance with the Existing Credit Agreement, the Existing Notes (including the Existing Notes set forth in the last sentence of the definition thereof in the Restated Credit Agreement), the indentures governing such Existing Notes and any other material Indebtedness of Level 3 and its Subsidiaries and (ii) that, immediately following the making of the Tranche B 2024 Term Loans on the Twelfth Amendment Effective Date and after giving effect to the terms application of the proceeds of the Tranche B 2024 Term Loans and the other transactions contemplated by this AmendmentAmendment Agreement, (A) the fair value of the assets of Level 3 and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; provided(B) the present fair saleable value of the property of Level 3 and its Subsidiaries, on a consolidated basis, will be greater than the amount that upon will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (C) Level 3 and its Subsidiaries on a consolidated basis, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (D) Level 3 and its Subsidiaries, on a consolidated basis, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Twelfth Amendment Effective Date. (i) At least 2 Business Days prior to the Twelfth Amendment Effective Date, in the case of Eurodollar Loans (it being understood and agreed that the Tranche B 2024 Term Lenders are hereby deemed to have consented to such 2 Business Day period), or at least one Business Day prior to the Twelfth Amendment Effective Date, in the case of ABR Loans, the Administrative Agent shall have received a fully completed and executed notice of borrowing with respect to the Tranche B 2024 Term Loans, together with a break-funding letter agreement in form and substance reasonably satisfactory to the Administrative Agent and the Lead Arrangers. (j) At least 3 Business Days prior to the Twelfth Amendment Effective Date, the terms Lead Arrangers shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Section 2.5 hereof shall be deemed Pub. L. 107-56) (the “PATRIOT Act”), that is requested at least 5 Business Days prior to be effective as of the Third Twelfth Amendment Effective Date. The Administrative Agent shall notify ▇▇▇▇▇ ▇, the Borrower and the Lenders of the Twelfth Amendment Effective Date, and such notice shall be conclusive and binding.

Effectiveness. 7.1 This Refinancing Amendment shall become effective only with respect to Sections 4as of the date (the “First Refinancing Amendment Effective Date”, 5 and 6 hereof on the first which date was August 13, 2018) on which each of the following conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”):shall have been satisfied: (a) the Administrative Agent (or its counsel) shall have received duly executed counterparts of this Refinancing Amendment that, when taken together, bear the signatures of (in such number as may be requested by i) Holdings, (ii) the Borrower, (iii) each other Loan Party that is party hereto, (iv) the Administrative Agent, (v) each 2018 Other Term Lender specified on Schedule 2.01 and (vi) solely with respect to Section 3 hereof, the Lenders constituting Required Lenders (immediately after giving effect to the incurrence of this Amendment from the Borrower, each Guarantor and the Majority Lenders2018 Other Term Loans); (b) the Administrative Agent shall have received an a solvency certificate substantially in the form of Exhibit B to the Credit Agreement (with appropriate modifications to reflect the consummation of the transactions contemplated by this Refinancing Amendment on the First Refinancing Amendment Effective Date); (c) the Administrative Agent shall have received such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party and the authorization of this Refinancing Amendment and amendment of the Credit Agreement and the other transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a customary legal opinion by ▇▇of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as special New York counsel to the Credit Loan Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (be) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, a certificate of a Responsible Officer of the Borrower dated as counsel of the First Refinancing Amendment Effective Date (i) as to the Credit Parties, accuracy in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) all material respects of the Omnibus Amendment from representations and warranties specified in Section 4 hereof and (ii) certifying that the Borrower and each Guarantor; condition set forth in clause (df) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Datebelow has been satisfied; (f) no Default exists as of the Borrower shall have paid First Refinancing Amendment Effective Date, both immediately before and immediately after giving effect to this Refinancing Amendment and the transactions contemplated hereby; (ig) an amendment fee payable to the Administrative Agent for and the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Refinancing Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan CommitmentArrangers, as applicable, in effect on shall have received (or will receive substantially simultaneously with the Amendment Effective Date and (iifunding of the 2018 Other Term Loans) to the extent invoiced, payment of all fees and other amounts due and payable on or prior to the First Refinancing Amendment Effective DateDate and, including to the extent invoiced at least 2 Business Days prior to the First Refinancing Amendment Effective Date (or such later date as the Borrower may agree), reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document, including the Credit Agreementreasonable and reasonably documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent; (h) the Borrower shall have made (or substantially concurrently with the funding of the 2018 Other Term Loans will make) the First Refinancing Amendment Prepayment; and (gi) no Default or Event of Default the Administrative Agent shall have occurred received a “Life-of-Loan” Federal Emergency Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with notice about special flood hazard area status and be continuing as flood disaster assistance, duly executed by the Borrower, and evidence of flood insurance in compliance with the Flood Program, in the event any Mortgaged Property is located in a special flood hazard area. The Administrative Agent shall notify the Borrower and the 2018 Other Term Lenders of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the First Refinancing Amendment Effective Date, the terms of Section 2.5 hereof and such notice shall be deemed to be effective as of the Third Amendment Effective Dateconclusive and binding.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date (the "AMENDMENT NO. 3 EFFECTIVE DATE") when each of the following conditions is satisfied: (a) receipt by the Administrative Agent from each of the 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) that such party has signed a counterpart hereof; (b) receipt by the Administrative Agent of $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 Term Loans, the amount thereof will be applied to subsequent Term Loan Installment Amounts in forward order of maturity or as the Borrower may otherwise elect by notice to the Administrative Agent not later than the Amendment No. 3 Effective Date), 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 event 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 for purposes of determining whether an Event of Default exists under the Credit Agreement shall be deemed never to have been effective; (c) receipt by the Administrative Agent of payment of (i) an amendment fee for the account of each Bank which shall have approved this Amendment on or prior to March 27, 2002 in an amount equal to 0.25% of such Bank's Total Exposure (after giving effect to any prepayment of the Term Loans on such date) and (ii) all fees and expenses invoiced not less than two Domestic Business Days prior to the Amendment No. 3 Effective Date payable by the Borrower in connection with this Amendment pursuant to Section 9.03 of the Credit Agreement or otherwise; (d) receipt by the Administrative Agent of an instrument or instruments in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the license to the Borrower of Intellectual Property Rights pursuant to the Borrower's Partnership Agreement is confirmed; (e) receipt by the Collateral Agent of duly executed counterparts of each supplemental Collateral Document set forth in this Section 7.1 is satisfied Exhibit A hereto, together with evidence reasonably satisfactory to it of the perfection of the Liens created thereby (or arrangements therefor) and of the “Waiver Effective Date”):payment by the Borrower of all filing fees and other expenses payable in connection therewith; (af) receipt by the Administrative Agent shall have received duly executed counterparts 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 (in such number as may be requested g) receipt by the Administrative Agent) Agent of this Amendment from all documents it may reasonably request relating to the existence of the Borrower, each Guarantor the legal authority for and the Majority Lenders; (b) validity of the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPAgreement as amended hereby, as counsel to the Credit Partiesand any other matters relevant hereto, all in a form and substance reasonably satisfactory to the Administrative Agent; (c) ; provided that the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver No. 3 Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page occurred on or before 5:00 pm Houston time on ThursdayMarch 31, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Date2002.

Effectiveness. 7.1 (a) This Amendment Agreement shall become effective only with respect to Sections 4, 5 and 6 hereof on ------------- the first date (the "Effective Date") on which each of the conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”): (ai) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from Holdings, the Borrower, each Guarantor -------------- 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 signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile device) the same to the Administrative Agent 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 Majority Lenders;Required Banks (determined immediately after the occurrence of the Effective Date). Unless the Administrative Agent has received actual notice from any Bank that 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 by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable delivered to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in Borrower an amount equal to 25 basis points the Term Loans and Revolving Loans to be made by such Bank on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicablethe Effective Date. Notwithstanding anything to the contrary contained in this Section 13.10(b), in effect on satisfying the Amendment Effective Date and (ii) to foregoing condition, unless the extent invoiced, all fees and other amounts due and payable on or Agent shall have been notified by any Bank prior to the Amendment occurrence of the Effective Date, including all reasonable out-of-pocket expenses Date that such Bank does not intend to make available to the Administrative Agent such Bank's Term Loans and Revolving Loans required to be reimbursed or paid made by it on such date, then the Administrative Agent may, in reliance on such assumption, make available to the Borrower the corresponding amounts in accordance with the provisions of Section 1.04, and the making available by the Borrower under Agent of such amounts shall satisfy the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of condition contained in this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Date13.10(b).

Effectiveness. 7.1 This Amendment shall become effective as of the date first written above only with respect to Sections 4, 5 and 6 hereof on upon satisfaction in full in the first date on which discretion of the Administrative Agent of each of the following conditions set forth in this Section 7.1 is satisfied (the “Waiver Sixth Amendment Effective Date”): 8.1 The Administrative Agent shall have received a copy of this Amendment duly executed and delivered by the Borrowers, each other Loan Party, each Lender and the Administrative Agent; 8.2 The representations and warranties of or on behalf of the Loan Parties in this Amendment are true, accurate and complete (aexcept to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date) on and as of the Sixth Amendment Effective Date; 8.3 A written opinion of the Borrowers’ counsel, addressed to the Administrative Agent, the Issuing Bank and the Lenders and reasonably acceptable to the Administrative Agent; 8.4 The Loan Parties shall have paid all outstanding costs and expenses owed to the Administrative Agent pursuant to Section 9.03 of the Credit Agreement, including, without limitation, all reasonable fees, charges and disbursements of counsel for the Administrative Agent in an amount not to exceed $25,000; 8.5 The execution of a Joinder Agreement by AMP Media and Borderless Freight; 8.6 the Administrative Agent shall have received duly (i) one or more certificates of the Loan Parties, including AMP Media and Borderless Freight, dated the Sixth Amendment Effective Date and executed counterparts by an appropriate officer, which shall (A) certify the resolutions of the Boards of Directors of each Loan Party, members or other body authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party, (B) identify by name and title and bear the signatures of the officers of each Loan Party authorized to sign the Loan Documents to which it is a party and, in such number as may be requested the case of the Parent Borrower, its Financial Officers, and (C) contain appropriate attachments, including the charter, articles or certificate of organization or incorporation of each Loan Party certified by the Administrative Agentrelevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its bylaws or operating, management or partnership agreement, or other organizational or governing documents, and (ii) a good standing certificate for each Loan Party from its jurisdiction of this Amendment from the Borrower, each Guarantor and the Majority Lendersorganization; (b) 8.7 the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPthe results of a recent lien search in the jurisdiction of organization of each of AMP Media and Borderless Freight and each jurisdiction where assets of such entities are located, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the proceeds and such search shall reveal no Liens on any of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness assets of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow AccountAMP Media or Borderless Freight except for liens permitted by Section 6.02; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the 8.8 The Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be all other documents or materials requested by the Administrative Agent) of the Omnibus Amendment from the Borrower , in each case, in form and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant substance reasonably acceptable to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective DateAgent.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on as of the first date on which each the following conditions precedent have been satisfied (or waived in accordance with Section 10.01 of the conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”): (aCredit Agreement) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from the Borrower, each Guarantor and the Majority Lenders; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date Administrative Agent (or its counsel) shall have occurred; received from the Borrower, the Required Lenders and the Administrative Agent either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) the Administrative Agent (or its counsel) shall have received an opinion a certificate, dated the Amendment Effective Date and signed by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPthe President and Chief Executive Officer, as counsel to a Vice President or a Financial Officer of the Credit PartiesBorrower, confirming (i) the accuracy of the representations and warranties set forth in a form reasonably satisfactory to Section 3 of this Amendment and (ii) the Administrative Agent; absence of any Default or Event of Default; (c) all fees and out-of-pocket expenses of the Administrative Agent shall have received duly executed counterparts and its applicable Affiliates required to be paid on or before the Amendment Effective Date pursuant to (in such number as may be requested by the Administrative Agenti) Section 10.04 of the Omnibus Amendment from Credit Agreement and (ii) that certain Fee Letter, dated as of the date hereof, between the Borrower and each Guarantor; BofA Securities, Inc., shall have been paid; and (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms paid all reasonable and documented out-of-pocket fees, charges and disbursements of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable counsel to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or invoiced at least three (3) days prior to the Amendment Effective Date, including all plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable out-of-pocket expenses required estimate of such fees, charges and disbursements incurred or to be reimbursed or paid incurred by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon it through the Amendment Effective Date, Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the terms of Section 2.5 hereof shall be deemed to be effective as of Borrower and the Third Amendment Effective DateAdministrative Agent).

Effectiveness. 7.1 This Incremental RCF Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on as of the first date (the “Incremental RCF Amendment Effective Date”) on which each of the following conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”):shall have been satisfied: (a) the Administrative Agent (or its counsel) shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Incremental RCF Amendment from that, when taken together, bear the signatures of (i) Holdings, (ii) the Borrower, (iii) each Guarantor other Loan Party, (iv) the Administrative Agent and (v) the Majority 2014 Revolving Credit Commitment Increase Lenders; (b) the Administrative Agent shall have received an opinion a certificate signed by a Responsible Officer of the Borrower (A) certifying that the conditions precedent set forth in Sections 4.02(a) and (b) of the Credit Agreement shall have been satisfied on and as of the Incremental RCF Amendment Effective Date, (B) certifying compliance with clauses (A), (B) and (C) of Section 2.14(a)(i) of the Credit Agreement and (C) containing the true and complete calculations (in reasonable detail) required to show compliance with Section 2.14(a)(i)(B) and Section 2.14(a)(i)(C) of the Credit Agreement; (c) the Administrative Agent shall have received a certificate from the chief financial officer of the Borrower substantially in the form of the certificate delivered pursuant to Section 4.01(a)(vi) of the Credit Agreement (with appropriate modifications to reflect the consummation of the transactions contemplated by this Incremental RCF Amendment on the Incremental RCF Amendment Effective Date) attesting to the Solvency of the Borrower and its Restricted Subsidiaries (taken as a whole) after giving effect to this Incremental RCF Amendment and the 2014 Revolving Credit Commitment Increases established pursuant hereto; (d) the Administrative Agent shall have received such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party and the authorization of this Incremental RCF Amendment and amendment of the Credit Agreement and the other transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent; (e) the Administrative Agent shall have received favorable customary legal opinions of (i) Young ▇▇▇▇▇▇▇ Stargatt & ▇▇▇▇▇▇ LLP, Delaware counsel to the Loan Parties and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as New York counsel to the Credit Loan Parties, in a each case, as to any matter reasonably requested by the Administrative Agent, addressed to the Lenders and the Administrative Agent, dated the Incremental RCF Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent; (c) , which the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as Loan Parties hereby request such counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Datedeliver; (f) all of the Borrower conditions specified in Section 2.14 of the Credit Agreement with respect to Revolving Credit Commitment Increases shall have paid been satisfied; and (ig) an amendment fee payable to the Administrative Agent for and the account arrangers of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan CommitmentIncremental RCF Amendment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, shall have received payment of all fees and other amounts due and payable on or prior to the Incremental RCF Amendment Effective DateDate and, including to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document, including the Credit Agreement; and (g) no Default or Event reasonable fees, charges and disbursements of Default counsel for the Administrative Agent and the arrangers. The Administrative Agent shall have occurred notify the Borrower and be continuing as the Lenders of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Incremental RCF Amendment Effective Date, the terms of Section 2.5 hereof and such notice shall be deemed to be effective as of the Third Amendment Effective Dateconclusive and binding.

Effectiveness. 7.1 This The effectiveness of this Amendment shall become effective only with respect and the obligations of each Repriced Term Lender hereunder are subject to Sections 4the satisfaction of the following conditions precedent, 5 except as otherwise agreed between the Borrower and 6 hereof on the first date Administrative Agent (the day on which each of the such conditions set forth in this Section 7.1 are satisfied or waived is satisfied (herein referred to as the “Waiver Third Amendment Effective Date”): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or .pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent shall have received duly and its legal counsel: (i) executed counterparts of this Amendment; (in such number as may be requested ii) executed Lender Addenda by the Administrative Agent) of this Amendment from the Borrower, each Guarantor Continuing Lenders and the Majority Additional Term Lenders; (biii) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party (including a certificate attaching the Organization Documents of each Loan Party) as the Administrative Agent shall have received 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; (iv) an opinion by ▇from Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as New York counsel to the Credit Loan Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (dv) no Default a solvency certificate from the chief financial officer, chief accounting officer or Event of Default shall have occurred and be continuing as other officer with equivalent duties of the date hereof, Borrower (after giving effect to the terms of this AmendmentThird Repriced Term Loans) substantially in the form delivered on the Closing Date. 7.2 This Amendment (other than Sections 4, 5 b) All fees and 6 hereof) shall become effective expenses due to the Administrative Agent required to be paid on the first date on which each Third Amendment Effective Date shall have been paid. (c) The Administrative Agent shall have received at least three Business Days prior to the Third Amendment Effective Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 days prior to the Third Amendment Effective Date. (d) The conditions set forth in Section 4.02 of the Credit Agreement shall have been satisfied as of the Third Amendment Effective Date and the Administrative Agent shall have received a certificate, dated the Third Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.02(i) and 4.02(ii) of the Credit Agreement. Without limiting the generality of the provisions of Section 9.03(b) of the Credit Agreement for purposes of determining compliance with the conditions specified in this Section 7.2 is 5, each Repriced Term Lender that has signed a Lender Addendum shall be deemed to have consented to, approved or accepted or to be satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel notice from such Repriced Term Lender prior to the Credit Parties, in a form reasonably satisfactory proposed Third Amendment Effective Date specifying its objection thereto. Notwithstanding any other provisions of this Amendment to the Administrative Agent; (c) contrary, the Administrative Agent shall have received duly executed counterparts (in such number may appoint a fronting lender to act as may be requested by the Administrative Agent) sole Additional Term Lender for purposes of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans facilitating funding on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Date. Accordingly, any Lender Addendum (Additional Term Lender) submitted by or on behalf of an Additional Term Lender other than such fronting lender will be deemed ineffective unless accepted by the Administrative Agent in its sole discretion.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each The occurrence of the Effective Date is subject to the satisfaction (or waiver) of only the following conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”):precedent: (a) the Administrative Agent (or its counsel) shall have received duly executed counterparts from (in such number I) all Lenders hereunder as may be requested by of the Effective Date, (II) the Administrative Agent, (III) each Issuing Lender and (IV) the Borrower either (i) a counterpart of this Amendment from Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Borrower, each Guarantor and the Majority LendersAdministrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (b) at least three (3) days prior to the Effective Date, the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (c) the Borrower shall have received delivered to the Administrative Agent an officer’s certificate, substantially in the form attached hereto as Exhibit G, dated as of the Effective Date, signed by an Authorized Officer of the Borrower, certifying that (x) on the Effective Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article 5 (other than the representations and warranties set forth in Sections 5.14 and 5.15) are true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date; (d) the Borrower shall have delivered to the Administrative Agent a favorable written opinion by (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory acceptable to the Administrative Agent; (ce) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be Note requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; in writing at least five (d5) Business Days prior to the Borrower Effective Date by any Lender pursuant to Section 2.13 shall have permanently reduced been executed by the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective DateBorrower; (f) the Borrower shall have paid (i) an amendment fee all fees, costs and expenses due and payable to the Administrative Agent Agent, for the account of each itself and on behalf of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase BankLenders, N. A.) who has consented to this Amendment by submitting or its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect counsel on the Amendment Effective Date and (iiin the case of expenses) to for which the extent invoiced, all fees and other amounts due and payable on or Borrower has received an invoice at least three (3) Business Days prior to the Amendment Effective Date (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date); (g) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, including together with all reasonable out-of-pocket expenses required to be reimbursed or paid amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (h) the Borrower under shall have delivered to the Credit AgreementAdministrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(g); and (gi) no Default prior to or Event of Default shall have occurred and be continuing as of substantially concurrently with the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, all commitments under the terms Existing Credit Agreement shall have been or will be terminated and the obligations (except for contingent obligations and obligations in respect of Section 2.5 hereof any outstanding letters of credit) due or outstanding thereunder have been or will be repaid in full to the Persons to whom such amounts are owed thereunder, and all commitments to extend credit thereunder shall have been or will be terminated. The occurrence of the Effective Date shall be deemed confirmed by a written notice from the Administrative Agent to the Borrower on the Effective Date, and shall be effective as conclusive evidence of the Third Amendment Effective Dateoccurrence thereof.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each of the conditions set forth in this Section 7.1 is satisfied (the “Waiver Fifth Amendment Effective Date”): (a) on which the Administrative Agent shall have received duly executed counterparts the following documents or other items, each dated the Fifth Amendment Effective Date unless otherwise indicated: (in such number as may be requested a) receipt by the Administrative AgentAgent of 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 in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party), including receipt of consent from (i) of this Amendment from each Extending Bank, (ii) each Non-Extending Bank, (iii) each Reducing Bank, and (iv) the Borrower, each Guarantor and Required Banks under the Majority LendersExisting Credit Agreement; (b) receipt by the Administrative Agent shall have received of an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit F to the Existing Credit Agreement, provided that an enforceability opinion under New York law, that is reasonably acceptable to the Administrative Agent, shall be furnished by ▇▇▇the Borrower’s New York counsel, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel subject to the Credit Partiescustomary assumptions, in a form reasonably satisfactory to the Administrative Agentqualifications and limitations; (c) receipt by the proceeds Administrative Agent of a certificate signed by any one of the First Lien Second Out Junior Indebtedness incurred pursuant Chief Financial Officer, the Chief Executive Officer, the Treasurer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Relations of the Borrower to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of that the conditions set forth in this clauses (c) through (g), inclusive, of Section 7.2 is 3.03 of the Amended Credit Agreement have been satisfied (as of the “Fifth Amendment Effective Date”): Date and, in the case of clauses (ac), (d) and (g), setting forth in reasonable detail the Waiver Effective Date shall have occurredcalculations required to establish such compliance; (bd) receipt by the Administrative Agent of a certificate of an officer of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices and filings required or advisable in connection with this Amendment are in full force and effect, and the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form evidence thereof reasonably satisfactory to the Administrative Agentit; (ce) receipt by the Administrative Agent shall have received duly executed counterparts and the Syndication Agent (or their respective permitted assigns) and by each Bank Party of all fees, including all such fees that are owed to each Reducing Bank and Non-Extending Bank required to be paid in such number as may the respective amounts heretofore mutually agreed in writing, and all expenses required to be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 reimbursed pursuant to the terms of Section 4.2(athe Existing Credit Agreement and for which invoices have been presented, at least one (1) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition business day prior to the occurrence of the Fifth Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to receipt by the Administrative Agent for and the account Banks of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect a Beneficial Ownership Certification on the Fifth Amendment Effective Date and (ii) to the extent invoiced, all fees documentation and other amounts due information required by regulatory authorities under applicable “know your customer” and payable on or prior to anti- money laundering rules and regulations, including, without limitation, the Amendment Effective Date, including all reasonable outUSA PATRIOT Act (Title III of Pub. L. 107-of-pocket expenses required to be reimbursed or paid by 56) and the Borrower FinCEN beneficial ownership regulations under the Credit AgreementBeneficial Ownership Regulation; and (g) no Default or Event receipt by the Administrative Agent of Default shall have occurred and be continuing as all documents the Administrative Agent may reasonably request relating to the existence of the date hereofBorrower, after giving effect the corporate authority for and the validity of this Amendment all in form and substance reasonably satisfactory to the terms Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Bank Parties of this Amendment; provided, that upon the Fifth Amendment Effective Date, the terms of Section 2.5 hereof and such notice shall be deemed to be effective as of the Third Amendment Effective Dateconclusive and binding on all parties hereto.

Effectiveness. 7.1 This (a) Paragraph 8 of this Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each as of the conditions set forth in this Section 7.1 is satisfied date (the “Waiver Required Lender Effective Date”):) on which all of the following conditions precedent have been satisfied: (ai) The Administrative Agent shall have received (i) counterparts hereof duly executed by Gannett and the Administrative Agent and (ii) an executed consent letter from Existing Lenders constituting Required Lenders authorizing the Administrative Agent to enter into this Amendment; (ii) The Lenders and the Administrative Agent shall have received duly executed counterparts (all fees required to be paid on or before the date hereof in such number as may be requested by the Administrative Agent) of connection with this Amendment from or the Borrower, each Guarantor and the Majority Lenders;Credit Agreement. (b) Paragraphs 2 through 7 of this Amendment shall become effective as of the date (the “Unanimous Lender Effective Date”) on which all of the following conditions precedent have been satisfied: (i) The Administrative Agent shall have received (i) counterparts hereof duly executed by Gannett and the Administrative Agent and (ii) an executed consent letter from each Existing Lender (other than any Existing Lender which is an Exiting Lender (as defined below)) and each New Lender authorizing the Administrative Agent to enter into this Amendment; (ii) The Administrative Agent shall have received a certificate from the Secretary of Gannett certifying, as of the date of this Amendment, to resolutions duly adopted by the Board of Directors of Gannett or a duly authorized committee thereof authorizing Gannett’s execution and delivery of this Amendment and the making of the Borrowings; and (iii) The Lenders and the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel all fees required to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default be paid on or Event of Default shall have occurred and be continuing as of before the date hereof, after giving effect to the terms of hereof in connection with this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of or the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Date.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each of the conditions set forth in this Section 7.1 is satisfied (the “Waiver First Amendment Effective Date”): (a) on which the Administrative Agent shall have received duly executed counterparts the following documents or other items, each dated the First Amendment Effective Date unless otherwise indicated: (in such number as may be requested a) receipt by the Administrative AgentAgent of 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 in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party), including receipt of consent from (i) of this Amendment from each Extending Bank, (ii) each Non-Extending Bank and (iii) the Borrower, each Guarantor and Required Banks under the Majority LendersExisting Credit Agreement; (b) receipt by the Administrative Agent shall have received of an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit F to the Existing Credit Agreement, provided that an enforceability opinion under New York law, that is reasonably acceptable to the Administrative Agent, shall be furnished by the Borrower’s New York counsel, Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ US LLP, as counsel subject to the Credit Partiescustomary assumptions, in a form reasonably satisfactory to the Administrative Agentqualifications and limitations; (c) receipt by the proceeds Administrative Agent of a certificate signed by any one of the First Lien Second Out Junior Indebtedness incurred pursuant Chief Financial Officer, the Chief Executive Officer, the Treasurer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Relations of the Borrower to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of that the conditions set forth in this clauses (c) through (g), inclusive, of Section 7.2 is 3.03 of the Amended Credit Agreement have been satisfied (as of the “First Amendment Effective Date”): Date and, in the case of clauses (ac), (d) and (g), setting forth in reasonable detail the Waiver Effective Date shall have occurredcalculations required to establish such compliance; (bd) receipt by the Administrative Agent of a certificate of an officer of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices and filings required or advisable in connection with this Amendment are in full force and effect, and the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form evidence thereof reasonably satisfactory to the Administrative Agentit; (ce) receipt by the Administrative Agent shall have received duly executed counterparts and the Syndication Agent (or their respective permitted assigns) and by each Bank Party of all fees, including such fees that are owed to each Non-Extending Bank, required to be paid in such number as may the respective amounts heretofore mutually agreed in writing, and all expenses required to be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 reimbursed pursuant to the terms of Section 4.2(athe Existing Credit Agreement and for which invoices have been presented, at least one (1) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition business day prior to the occurrence of the First Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to receipt by the Administrative Agent for and the account Banks of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees documentation and other amounts due information required by regulatory authorities under applicable “know your customer” and payable on or prior to anti-money laundering rules and regulations, including, without limitation, the Amendment Effective Date, including all reasonable outUSA PATRIOT Act (Title III of Pub. L. 107-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement56; and (g) no Default or Event receipt by the Administrative Agent of Default shall have occurred and be continuing as all documents the Administrative Agent may reasonably request relating to the existence of the date hereofBorrower, after giving effect the corporate authority for and the validity of this Amendment all in form and substance reasonably satisfactory to the terms Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Bank Parties of this Amendment; provided, that upon the First Amendment Effective Date, the terms of Section 2.5 hereof and such notice shall be deemed to be effective as of the Third Amendment Effective Dateconclusive and binding on all parties hereto.

Effectiveness. 7.1 This Except as expressly provided in the next succeeding paragraph of this Section 5, this Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each as of the conditions set forth in this Section 7.1 is satisfied date first above written (the “Waiver Amendment No. 1 Effective Date”):) when: (a) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from that, when taken together, bear the Borrowersignatures of (i) each Loan Party, (ii) each Guarantor 2018 Term Lender, (iii) each 2018 Revolving Lender and (iv) lenders under the Majority LendersExisting Credit Agreement that, immediately prior to the effectiveness of this Amendment, constitute the Required Lenders (as defined therein); (b) the Administrative Agent and the Lenders (including, without limitation, the 2018 Term Lenders and the 2018 Revolving Lenders) shall have received an opinion payment of all fees and expenses required to be paid or reimbursed by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPthe Borrower or any other Loan Party under or in connection with this Amendment and any other Loan Document, as counsel to the Credit Parties, including those expenses set forth in a form reasonably satisfactory to the Administrative AgentSection 10 hereof; (c) the proceeds representations and warranties set forth in Section 4 hereof shall be true and correct as of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; andAmendment No. 1 Effective Date; (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPfrom the Borrower, as counsel in accordance with Section 2.3 of the Restated Credit Agreement, a Notice of Borrowing with respect to the Credit Partiesfunding of the 2018 Term Loans and the 2018 Revolving Loans, in a form reasonably satisfactory to if applicable, on the Administrative AgentAmendment No. 1 Effective Date; (ce) the Administrative Agent shall have received duly executed counterparts (from the Borrower, in such number as may be requested by the Administrative Agent) accordance with Section 5.1 of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant Existing Credit Agreement, a notice of prepayment with respect to the terms prepayment of Section 4.2(a) all the outstanding principal amount of the Credit Agreement; (e) the initial prepayment of the Initial Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment No. 1 Effective Date;; and (f) the Borrower conditions set forth in Section 7.1 of the Restated Credit Agreement shall have paid been satisfied (or waived in accordance with Section 13.12 of the Restated Credit Agreement). Notwithstanding the foregoing, Section 5.1(b) of the Existing Credit Agreement shall be amended and restated as set forth in Section 5.1(b) of Annex A hereto effective immediately upon the Administrative Agent having received counterparts of this Amendment that, when taken together, bear the signatures of (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date Party and (ii) to lenders under the extent invoicedExisting Credit Agreement that, all fees and other amounts due and payable on or immediately prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by effectiveness of such amendment of Section 5.1(b) of the Borrower under the Existing Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of , constitute the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective DateRequired Lenders.

Effectiveness. 7.1 This Amendment shall become be effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each as of the Amendment Effective Date upon satisfaction of the following conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”):precedent: (a) Receipt by the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of copies of this Amendment from duly executed by the Borrower, each Guarantor Borrower and the Majority Required Lenders;. (b) Receipt by the Administrative Agent shall have received of a certificate executed by a Financial Officer or an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to Authorized Officer of the Credit Parties, in a form reasonably satisfactory to Borrower on the Administrative Agent; date hereof stating that (ci) the proceeds Borrower and each of its Subsidiaries are in compliance in all material respects with all existing material financial obligations and all material Requirements of Law, (ii) there does not exist any material order, decree, judgment, ruling or injunction or any material pending or threatened action, suit, investigation or proceeding against the Borrower or any of its Subsidiaries, except as disclosed in the SEC Reports and the Quarterly Reports on Form 10-Q of the First Lien Second Out Junior Indebtedness incurred pursuant to Borrower for the First Lien Second Out Credit Agreement contemporaneously with Fiscal Quarters ended June 30, 2022 and September 30, 2022, and (iii) (A) the effectiveness of Sections 4Borrower is Solvent, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (dB) no Default or Event of Default shall have occurred exists, (C) all representations and be continuing warranties contained herein and in the other Credit Documents are true and correct in all material respects, and (D) since May 20, 2022, except as disclosed in the SEC Reports and the Quarterly Reports on Form 10-Q of the date hereofBorrower for the Fiscal Quarters ended June 30, after giving effect 2022 and September 30, 2022, there has been no development or event relating to or affecting the terms Borrower or any of this Amendment. 7.2 This Amendment (other than Sections 4, 5 its Subsidiaries that has had or could be reasonably expected to have a Material Adverse Effect and 6 hereof) shall become effective no Material Adverse Change has occurred in the facts and information regarding the Borrower and its Subsidiaries as disclosed in the SEC Reports and the Quarterly Reports on the first date on which each Form 10-Q of the conditions set forth in this Section 7.2 is satisfied (Borrower for the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPFiscal Quarters ended June 30, as counsel to the Credit Parties2022 and September 30, in a form reasonably satisfactory to the Administrative Agent;2022. (c) Receipt by the Administrative Agent of evidence satisfactory to it that the conditions precedent to the extension set forth in Section 2 above shall have received duly executed counterparts (been satisfied in such number as may be requested by accordance with the Administrative Agent) requirements of Section 2.5 of the Omnibus Amendment from Credit Agreement except to the Borrower and each Guarantor;extent waived hereunder. (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the The Borrower shall have paid (i) an amendment fee to the Administrative Agent all fees and expenses due and payable to the Administrative Agent for and the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date Date; it being understood and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by agreed that the Borrower under has agreed to pay each Approving Lender a fee equal to 0.04% of such Approving Lender’s Commitment, provided that such fee shall be payable only in the event that the Maturity Date Extension is approved in accordance with Section 2.5 of the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Date.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each of the conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”): (a) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from the Borrower, each Guarantor and the Majority Lenders; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 5, 6, 7 (except those amendments contemplated by such Section 7 to the extent necessary to incorporate the Incremental Tranche B-2 Term Loans and 6 the Incremental Tranche A Term Loans into the Credit Agreement) and 9(b) hereof) shall become effective on as of the date first date on which above written (the “Effective Date”) when (i) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of Holdings, the Borrower, each of the other Loan Parties and each of the Incremental Tranche B-2 Term Lenders and the Incremental Tranche A Term Lenders, (ii) each of the conditions set forth in this subclauses (A) through (D) (inclusive) of the first proviso in Section 7.2 is satisfied 2.21(a) of the Credit Agreement shall have been satisfied, (iii) each of the “Amendment Effective Date”): representations and warranties set forth in Section 8 hereof shall be true and correct, (aiv) the Waiver Effective Date Borrower shall have occurred; delivered a Borrowing Request with respect to the Incremental Tranche B-2 Term Loans and the Incremental Tranche A Term Loans, (bv) the Administrative Agent shall have received an such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to such Loan Party, the Loan Documents or the transactions contemplated hereby (including certified resolutions from the board of directors (or equivalent governing body) of each Loan Party authorizing the execution, delivery and performance of this Amendment), all in form and substance reasonably satisfactory to the Administrative Agent, (vi) the Administrative Agent shall have received a legal opinion by ▇▇▇▇▇▇▇▇ reasonably satisfactory to it from (x) Cravath, Swaine & ▇▇▇▇▇▇▇▇ LLP, as special New York counsel to for the Credit Parties, Loan Parties and (y) local counsel in each jurisdiction where a form reasonably satisfactory to Loan Party is organized and the Administrative Agent; laws of which are not covered by the opinion referenced in clause (cx) of this paragraph and (vii) the Administrative Agent shall have received duly executed counterparts payment of (x) all expenses required to be paid or reimbursed by Holdings, the Borrower or any other Loan Party under or in such number as may connection with this Amendment, including those expenses set forth in Section 14 hereof and (y) all fees required to be requested paid by the Borrower pursuant to Section 15(a) hereof. (b) Sections 4, 5, 6, 7(e) and 7(o) of this Amendment and those other amendments contemplated by Section 7 to the extent necessary to incorporate the Maturity Extensions into the Credit Agreement shall become effective as of the Effective Date immediately after (i) the conditions precedent in Section 10(a) hereof shall have been satisfied, (ii) the transactions contemplated by Sections 2 and 3 hereof shall have been consummated, (iii) the Administrative AgentAgent shall have received counterparts of this Amendment that, when taken together, bear the signatures of each Extending Revolving Lender, each Replacement Revolving Lender, each Extending Tranche A Term Lender, each Replacement Tranche A Term Lender, the Swingline Lender and the Issuing Bank, (iv) the conditions set forth in Section 2.22(e) of the Omnibus Amendment from Credit Agreement shall have been satisfied and (v) the Administrative Agent shall have received payment of all fees required to be paid by the Borrower pursuant to Sections 15(b), 15(c), 15(d) and 15(e) hereof. (c) Section 9(b) and the remaining provisions of Section 7 of this Amendment shall become effective as of the Effective Date immediately after (i) the conditions precedent in Section 10(b) hereof shall have been satisfied, (ii) the transactions contemplated by Sections 4, 5 and 6 hereof shall have been consummated and (iii) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of each Guarantor;Extending Revolving Lender, each Replacement Revolving Lender, each Extending Tranche A Term Lender, each Replacement Tranche A Term Lender and the Required Lenders. (d) For the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms avoidance of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of doubt, each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) parties hereto hereby consents to the extent invoicedamendments, all fees waivers and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Datetransactions set forth herein.

Effectiveness. 7.1 SECTION 4.1. This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on as of the first date (the “First Amendment Effective Date”) on which the following conditions have been satisfied: (a) The Administrative Agent (or its counsel) shall have received duly executed and completed counterparts hereof (in the form provided and specified by the Administrative Agent) that, when taken together, bear the signatures of (x) the Parent Borrower, (y) the Required Lenders (as defined prior to giving effect to this Amendment) and (z) each New Revolving Credit Lender. (b) The Administrative Agent shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit A hereto (the “Acknowledgment and Confirmation”), executed and delivered by an authorized officer of each Loan Party (other than the Parent Borrower). (c) The conditions set forth in this Section 7.1 is 5.2 of the Credit Agreement shall be satisfied (on and as of the “Waiver First Amendment Effective Date”): (a) , and the Administrative Agent shall have received duly executed counterparts (in a certificate of a Responsible Officer, dated as of the First Amendment Effective Date, to such number as may be requested by the Administrative Agent) of this Amendment from the Borrower, each Guarantor and the Majority Lenders;effect. (bd) the The Administrative Agent shall have received an a legal opinion by ▇of (i) S▇▇▇▇▇▇▇ & ▇and C▇▇▇▇▇▇▇ LLP, as counsel to the Credit PartiesParent Borrower, substantially in a the form reasonably satisfactory of Exhibit B-1 hereto, and (ii) D▇▇▇▇▇ ▇. ▇▇▇▇▇, general counsel of the Parent Borrower, substantially in the form of Exhibit B-2 hereto, each addressed to the Lenders and the Administrative Agent;Agent and dated the First Amendment Effective Date. (ce) The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the First Amendment Effective Date, substantially in the form of Exhibit C to the Credit Agreement, with appropriate insertions and attachments, including a certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a good standing certificate for each Loan Party from its jurisdiction of organization. (f) The Parent Borrower shall have repaid in full the outstanding Revolving Credit Loans, including with the proceeds of New Revolving Credit Loans. Any outstanding Reimbursement Obligations under the First Lien Second Out Junior Indebtedness incurred pursuant Revolving Credit Commitments prior to the First Lien Second Out Credit Agreement contemporaneously with or upon the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into this Amendment shall be deemed to be outstanding Reimbursement Obligations under the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of New Revolving Credit Commitments upon the date hereof, after giving effect to the terms effectiveness of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereofg) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to To the extent invoiced, all fees and other amounts due and payable on or invoiced at least one Business Day prior to the First Amendment Effective Date, including all the Administrative Agent and the Joint Lead Arrangers shall have received payment or reimbursement of its reasonable out-of-pocket expenses in connection with this Amendment and any other reasonable out-of-pocket expenses of the Administrative Agent required to be paid or reimbursed or paid by the Borrower under pursuant to the Credit Agreement; and (g) no Default or Event , including the reasonable fees, charges and disbursements of Default shall have occurred and be continuing as of counsel for the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective DateAdministrative Agent.

Effectiveness. 7.1 This Amendment and the amendment and restatement of the Credit Agreement effected hereby shall become effective only with respect to Sections 4, 5 and 6 hereof on as of the first date on which each of the conditions set forth in this Section 7.1 is satisfied or before October 14, 2005 (the “Waiver "Amendment Effective Date”):") on which the following conditions have been satisfied: (a) The Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) the Borrower and (ii) each New Lender. The aggregate amount of New Revolving Commitments shall equal $1,750,000,000. (b) The conditions to the making of the Revolving Loans set forth in Section 3(b) hereof shall have been satisfied. (c) To the extent invoiced, the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) payment or reimbursement of this Amendment from the Borrower, each Guarantor and the Majority Lenders; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent. (d) The Administrative Agent shall have received evidence that the Borrower has made the payments referred to in Section 3(d) or is making such payments on the Amendment Effective Date with the proceeds of the Revolving Loans made on the Amendment Effective Date and such other funds as may be required. (e) The Borrower shall have paid the Administrative Agent, in immediately available funds, for the account of each New Lender that has executed and delivered this Amendment prior to 5:00 p.m., New York City time, on September 30, 2005, a fee equal to an amount that is between 0.10% and 0.25% of such Lender's New Revolving Commitment, as determined by the Administrative Agent and its Affiliates based on the amount of such Lender's New Revolving Commitment. (f) The Administrative Agent shall have received from the Borrower all Schedules required by the terms of the Credit Agreement to be reimbursed or paid by provided as of the Borrower under Restatement Effective Date, each such Schedule to be in a form reasonably acceptable to the Credit Agreement; andAdministrative Agent. (g) no Default or Event Each of Default the conditions set forth in Section 4.01 of the Credit Agreement shall have occurred been satisfied. The Administrative Agent shall notify the Borrower and be continuing as the New Lenders of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof Date and such notice shall be deemed to be effective as conclusive and binding. Notwithstanding the foregoing, this Amendment shall not become effective, and the obligations of the Third Amendment Effective DateNew Lenders hereunder to undertake New Revolving Commitments will automatically terminate, if each of the conditions set forth or referred to in Section 3(b) and 4 hereof has not been satisfied at or prior to 5:00 p.m., New York City time, on October 14, 2005.

Effectiveness. 7.1 This Amendment Agreement shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each of the conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”): (a) on which the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by a) all amounts which are then due and payable pursuant to Section 5 and (to the Administrative Agentextent billed) of this Amendment from the Borrower, each Guarantor and the Majority Lenders; Section 15.6; (b) evidence satisfactory to the Administrative Agent shall have received an opinion by that (i) the closing of the ▇▇▇▇▇▇▇▇ & Acquisition shall take place concurrently with the initial Credit Extension; (ii) all Debt to be Repaid has been (or concurrently with the initial Credit Extension will be) paid in full and all Liens securing such Debt have been (or concurrently with the initial Credit Extension will be) terminated; (iii) all filings required by the Administrative Agent to perfect the Administrative Agent’s Lien on the collateral under the Security Agreement have been duly made and are in full force and effect; (iv) all collateral and related documents required to be delivered to the Administrative Agent under the U.S. Pledge Agreement has been delivered; (v) the Parent has issued Seller Subordinated Debt in an original principal amount of not less than $21,000,000; (vi) the Company has issued Senior Subordinated Debt in an original principal amount not less than $25,000,000; (vii) on a pro forma basis as of the Effective Date (and after giving effect to the ▇▇▇▇▇▇▇▇ LLPAcquisition), as counsel the Senior Leverage Ratio will not be greater than 2.20 to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; 1; and (cviii) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective all Credit Extensions to be made on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): , the Revolving Availability shall be greater than the Revolving Outstandings by at least the sum of (aA) $7,500,000 plus (B) all fees to be paid by the Waiver Effective Date shall have occurred; (b) Parent or any Subsidiary in connection with the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPAcquisition (and the financing thereof) during the six months following the Effective Date and (c) all of the following, each duly executed and dated the Effective Date (or such earlier date as counsel to the Credit Parties, in a form reasonably shall be satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (), each in such number as may be requested by form and substance satisfactory to the Administrative Agent) of the Omnibus Amendment from the Borrower , and each Guarantor; (d) except for the Borrower shall have permanently reduced Notes, of which only the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof originals shall be a concurrent condition signed) in sufficient number of signed counterparts to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent provide one for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Date.: 58

Effectiveness. 7.1 (a) This Amendment shall become effective only with respect to Sections 4, 5 and 6 as of the date hereof on the first date on which each of the conditions set forth in this Section 7.1 is satisfied (the “Waiver Second ARCA Second Amendment Effective Date”):) when the Administrative Agent shall have received: (ai) duly executed counterparts hereof signed by the Borrower, each Revolving Lender and the Required Lenders (or, in the case of any Lender as to which an executed counterpart shall not have been received, the Administrative Agent shall have received duly executed counterparts facsimile or other written confirmation from such party of execution of a counterpart hereof by such Lender); (ii) each Loan Party not a party hereto shall have entered into a reaffirmation agreement in such number as may be requested by form and substance reasonably satisfactory to the Administrative Agent) of this Amendment from the Borrower, each Guarantor and the Majority Lenders; (biii) the Administrative Agent shall have received an opinion by ▇favorable legal opinions of (i) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties and (ii) ▇▇▇▇ ▇. ▇▇▇▇▇ LLP▇▇▇▇, as Esq., general counsel of the Borrower, in each case addressed to the Credit PartiesLenders, in a form the Administrative Agent, the Collateral Agent and each L/C Issuer dated the Second ARCA Second Amendment Effective Date, which opinions shall be reasonably satisfactory to the Administrative Agent; (civ) such documents and certificates as the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant Administrative Agent may reasonably request relating to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness authorization of Sections 4execution, 5 delivery and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Accountperformance of this Amendment; and (dv) no Default or Event of Default shall have occurred all amounts due and be continuing as of the date hereof, after giving effect payable pursuant to the terms Section 5 of this Amendment. 7.2 This Amendment (and all other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 amounts payable pursuant to the terms of Section 4.2(a9.03(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or each case for which invoices have been presented not later than one Business Day prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Second ARCA Second Amendment Effective Date. (b) Except as expressly set forth herein, the amendment contained herein shall not constitute a waiver or amendment of any term or condition of the Credit Agreement or any other Loan Document, and all such terms and conditions shall remain in full force and effect and are hereby ratified and confirmed in all respects.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each of that the following conditions set forth in this Section 7.1 is have been satisfied or waived (the “Waiver Amendment No. 6 Effective Date”): (a1) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) signature pages of this Amendment from each Loan Party, the Borrower, Administrative Agent and each Guarantor and the Majority LendersLender; (b2) the Administrative Agent shall have received a Note, or an Amended and Restated Note, executed by the Borrowers in favor of each Lender that has requested a Note at least three Business Days prior to the Amendment No. 6 Effective Date; (3) the Administrative Agent shall have received the Amendment No. 6 Fee Letter, executed by the Parent Borrower and the Administrative Agent; (4) the Administrative Agent shall have received a legal opinion by ▇of K▇▇▇▇▇▇▇ & ▇▇▇▇E▇▇▇▇ LLP, as counsel to the Credit Loan Parties, which opinion shall be in a form and substance reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b5) the Administrative Agent shall have received an opinion a solvency certificate signed by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, the Chief Financial Officer (or other officer with substantially similar responsibilities) of the Parent Borrower certifying as counsel to the solvency (as set forth in Section 5.16 of the Amended Credit PartiesAgreement) of the Borrowers and their Subsidiaries, in on a form reasonably satisfactory to consolidated basis, on the Administrative AgentAmendment No. 6 Effective Date; (c6) the Administrative Agent shall have received duly executed counterparts (a certificate of each Loan Party, dated the Amendment No. 6 Effective Date, substantially in such number as may be requested by the Administrative Agent) form of Exhibit I to the Omnibus Amendment from the Borrower Amended Credit Agreement, with appropriate insertions and each Guarantorattachments; (d7) the Administrative Agent shall have received good standing certificates of each Loan Party from its jurisdiction of organization; (8) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Parent Borrower certifying (i) as to the matters set forth in Section 3 hereof and (ii) that since October 1, 2022, no Material Adverse Effect has occurred; (9) the Administrative Agent shall have received a Borrowing Base Certificate, dated as of the Amendment No. 6 Effective Date that calculates the Borrowing Base as of January 28, 2023, and executed by a Responsible Officer of the Parent Borrower; and (10) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof paid, or concurrently herewith shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable pay, to the Administrative Agent for such fees as have separately been agreed by the account of each Parent Borrower and the Administrative Agent (including such fees contained in the Amendment No. 6 Fee Letter and the legal fees of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) Administrative Agent to the extent invoiced, all fees and other amounts due and payable on or an invoice therefor is received by the Parent Borrower at least three (3) business days prior to the Amendment No. 6 Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by ). For purposes of determining compliance with the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of conditions specified in this Amendment; provided, that upon the Amendment Effective DateSection 3, the terms of Section 2.5 hereof Administrative Agent, Co-Collateral Agent and each Lender party hereto shall be deemed to have consented to, approved or accepted or to be effective as of satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Third Administrative Agent, Co-Collateral Agent or such Lender, unless the Administrative Agent shall have received written notice from such Person prior to the Amendment No. 6 Effective DateDate specifying its objection thereto.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on as of the first date (the “Amendment Effective Date”) on which each of the following conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”):satisfied: (a) there shall have been delivered to the Administrative Agent shall have received duly executed (i) counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from executed by the requisite number of Lenders pursuant to Section 9.1 of the Credit Agreement, the Borrower, each Guarantor Holdings and the Majority LendersSubsidiary Guarantors named on the signature pages hereof, and (ii) counterparts of the Intercreditor Agreement, executed by the Second Lien Agent therein named and acknowledged by the Borrower, Holdings and the Subsidiary Guarantors; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel all fees and accrued and unpaid costs and expenses (including reasonable legal fees and expenses) required to be paid on or prior to the Amendment Effective Date pursuant to the Credit Parties, in a form reasonably satisfactory to the Administrative AgentAgreement or this Amendment; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4this Amendment, 5 the closing and 6 hereof comprise an funding of term loans in the principal amount not less than of $500,000,000 85,000,000 under the Second Lien Credit Agreement shall occur and are funded into the Escrow Account; and (dportion of the Net Cash Proceeds of such loans required to prepay the Obligations in accordance with Section 2.9(a)(4) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth been applied in this accordance with Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a2.9(c) of the Credit Agreement; (ed) the initial prepayment Administrative Agent shall have received a certificate of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence Responsible Officer, dated as of the Amendment Effective Date; (f) the Borrower shall have paid , (i) an amendment fee payable certifying that the Second Lien Credit Agreement and the Second Lien Collateral Documents have been executed and delivered by the parties thereto in the form delivered to the Administrative Agent for Agent, and such agreements satisfy the account requirements of each Section 6.20(a) of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase BankCredit Agreement as amended hereby, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, demonstrating that after giving effect to the terms application of this Amendment; provided, that upon the Amendment Effective DateNet Cash Proceeds of the loans under the Second Lien Credit Agreement, the terms of Section 2.5 hereof One-Time Consolidated First Lien Leverage Ratio is less than or equal to 3.0x; (e) The Borrower shall be deemed to be effective as have delivered a copy of the Third Amendment Effective Dateopinion delivered pursuant to Section 3.1(a) (v) (A) of the Second Lien Credit Agreement, which opinion shall either be addressed to the First Lien Agent and the First Lien Lenders (and their permitted successors and assigns) or accompanied by a reliance letter executed by the law firm rendering such opinion and addressed to the First Lien Agent and the First Lien Lenders, permitting them (and their permitted successors and assigns) to rely on such opinion to the same extent as if it were addressed to them; and (f) Such other certificates, documents, agreements and information respecting any Loan Party as the Requisite Lenders may require.

Effectiveness. 7.1 This Amendment shall become effective only with respect effective, and the “Third Amendment Effective Date” shall be deemed to Sections 4have occurred, 5 and 6 hereof on upon the first date on which occurrence or satisfaction of each of the events and conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”):below on or before July 15, 2015: (a) the execution and delivery hereof by the Borrower, the Administrative Agent and each of the Lenders; (b) the execution and delivery by the Subsidiary Guarantors of an Affirmation of Guaranty and Loan Documents in the form of Exhibit C hereto; (c) the execution and delivery by the Borrower, for the benefit of each Lender requesting the same at least three (3) Business Days prior to the Third Amendment Effective Date, of a Revolving Credit Note reflecting the increased Revolving Credit Commitment of such Lender resulting herefrom; (d) the Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Borrower certifying that attached thereto are true, correct and complete copies of (i) the Borrower’s certificate of incorporation and bylaws, (ii) resolutions duly executed counterparts (in such number as may be requested adopted by the Administrative Agentboard of directors (or other governing body) of the Borrower authorizing the transactions contemplated hereunder and the execution, delivery and performance of this Amendment from and (iii) certificates as of a recent date of the Borrower, good standing of the Borrower and each Subsidiary Guarantor and under the Majority Lenderslaws of its jurisdiction of organization; (be) the Administrative Agent shall have received an a favorable opinion by of Pillsbury ▇▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, as special counsel to the Credit PartiesBorrower, in a form reasonably satisfactory addressed to the Administrative AgentAgent and the Lenders with respect to the Borrower, this Amendment and such other matters as the Administrative Agent shall reasonably request; (cf) the proceeds Administrative Agent (or its counsel) shall have received a certificate of a Responsible Officer of the First Lien Second Out Junior Indebtedness incurred pursuant to Borrower dated the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4Third Amendment Effective Date, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (di) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of certifying that the conditions set forth in this Section 7.2 is Sections 6.2(a) and (b) of the Credit Agreement are satisfied (with respect to the “Extensions of Credit to occur on the Third Amendment Effective Date”): Date and (aii) certifying that the Waiver Effective Date shall have occurredcondition set forth in Section 3(i) has been satisfied; (bg) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPevidence satisfactory to it that, as counsel substantially concurrently with the effectiveness of this Amendment, the Borrower is paying all principal and accrued interest and fees owing pursuant to the Credit PartiesAgreement in respect of Revolving Credit Loans, in a form reasonably satisfactory to Swingline Loans, the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the L/C Facility or Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid Commitments, it being understood that (i) an amendment fee payable to the Administrative Agent for the account of each any such payments may be made out of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect proceeds of Loans made on the Third Amendment Effective Date and (ii) by their execution hereof each Lender consents to the extent invoiced, making of such payments; (h) the Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable required to be paid on or prior to before the Third Amendment Effective Date, including all reasonable out-of-pocket expenses required (including fees and disbursements of legal counsel for the Administrative Agent) for which invoices have been presented on or prior to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Date; (i) no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of, this Amendment or any of the other Loan Documents or the consummation of the transactions contemplated hereby; and (j) the Administrative Agent (or its counsel) shall have received, in form and substance satisfactory to it, such additional certificates, documents and other information as the Administrative Agent shall reasonably require.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each of the conditions set forth in this Section 7.1 is satisfied (the “Waiver Second Amendment Effective Date”): (a) on which the Administrative Agent shall have received duly executed counterparts the following documents or other items, each dated the Second Amendment Effective Date unless otherwise indicated: (in such number as may be requested a) receipt by the Administrative AgentAgent of 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 in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party), including receipt of consent from (i) of this Amendment from each Extending Bank, (ii) each Non-Extending Bank and (iii) the Borrower, each Guarantor and Required Banks under the Majority LendersExisting Credit Agreement; (b) receipt by the Administrative Agent shall have received of an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit F to the Existing Credit Agreement, provided that an enforceability opinion under New York law, that is reasonably acceptable to the Administrative Agent, shall be furnished by the Borrower’s New York counsel, Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ US LLP, as counsel subject to the Credit Partiescustomary assumptions, in a form reasonably satisfactory to the Administrative Agentqualifications and limitations; (c) receipt by the proceeds Administrative Agent of a certificate signed by any one of the First Lien Second Out Junior Indebtedness incurred pursuant Chief Financial Officer, the Chief Executive Officer, the Treasurer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Relations of the Borrower to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of that the conditions set forth in this clauses (c) through (g), inclusive, of Section 7.2 is 3.03 of the Amended Credit Agreement have been satisfied (as of the “Second Amendment Effective Date”): Date and, in the case of clauses (ac), (d) and (g), setting forth in reasonable detail the Waiver Effective Date shall have occurredcalculations required to establish such compliance; (bd) receipt by the Administrative Agent of a certificate of an officer of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices and filings required or advisable in connection with this Amendment are in full force and effect, and the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form evidence thereof reasonably satisfactory to the Administrative Agentit; (ce) receipt by the Administrative Agent shall have received duly executed counterparts and the Syndication Agent (or their respective permitted assigns) and by each Bank Party of all fees, including such fees that are owed to each Non-Extending Bank, required to be paid in such number as may the respective amounts heretofore mutually agreed in writing, and all expenses required to be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 reimbursed pursuant to the terms of Section 4.2(athe Existing Credit Agreement and for which invoices have been presented, at least one (1) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition business day prior to the occurrence of the Second Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to receipt by the Administrative Agent for and the account Banks of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees documentation and other amounts due information required by regulatory authorities under applicable “know your customer” and payable on or prior to anti-money laundering rules and regulations, including, without limitation, the Amendment Effective Date, including all reasonable outUSA PATRIOT Act (Title III of Pub. L. 107-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement56; and (g) no Default or Event receipt by the Administrative Agent of Default shall have occurred and be continuing as all documents the Administrative Agent may reasonably request relating to the existence of the date hereofBorrower, after giving effect the corporate authority for and the validity of this Amendment all in form and substance reasonably satisfactory to the terms Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Bank Parties of this Amendment; provided, that upon the Second Amendment Effective Date, the terms of Section 2.5 hereof and such notice shall be deemed to be effective as of the Third Amendment Effective Dateconclusive and binding on all parties hereto.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on (the “Amendment Effective Date”) upon which each of the following conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”):has been satisfied: (a) the Administrative Agent or ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo Securities”), as applicable, shall have received duly received (i) counterparts of this Amendment executed counterparts (in such number as may be requested by Holdings, the Borrower, the Subsidiary Guarantors, the Required Lenders and the Administrative Agent; (ii) a duly executed copy of the Media General Merger Agreement (together with duly executed copies of any other agreements entered into by Holdings or any of its Subsidiaries in connection with the Media General Merger as of the date of this Amendment from and all schedules, exhibits, annexes to the BorrowerMedia General Merger Agreement or such other agreements), each Guarantor certified by a Responsible Officer of Holdings to be a true and correct; (iii) a duly executed copy of that certain letter agreement, dated as of June 5, 2013, among Media General, Inc., BH Finance LLC and the Majority Lenderslenders party to that certain Credit Agreement, dated as of May 17, 2012, among Media General, Inc., as borrower, BH Finance LLC, as administrative agent, and the lenders party thereto; (iv) such other instruments, documents and certificates as the Administrative Agent shall reasonably request prior to the date of this Amendment in connection with the execution of this Amendment; (v) payment to each Consenting Lender who delivers an executed counterpart to this Amendment to the Administrative Agent (or its counsel) prior to 12:00 p.m. (Eastern) on June 4, 2013, of an amendment fee in an amount equal to 0.125% times the sum of the (A) Revolving Credit Commitment of such Consenting Lender and (B) outstanding principal amount of the Term Loans held by such Consenting Lender; and (vi) payment of all documented fees, costs and expenses set forth in Section 7 of this Amendment. (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to proposed pro forma capital and ownership structure and management structure (including the Administrative Agent; (c) the proceeds pro forma composition of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness board of Sections 4directors) of Media General Merger Parent and Holdings, 5 and 6 hereof comprise an amount not less than $500,000,000 all equity holding arrangements and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing agreements relating thereto as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent;; and (c) the Administrative Agent shall have received duly executed counterparts (in such number updated projections prepared as may be requested by the Administrative Agent) of the Omnibus date of this Amendment from by management of Holdings of balance sheets, income statements and cash flow statements for each year during the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) term of the Credit Agreement; , certified by a Responsible Officer of Holdings as being prepared in good faith based upon assumptions that are believed by Holdings to be reasonable at the time prepared and at the time furnished (e) it being understood that the initial prepayment projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the Term Loans on control of Holdings, that no assurance can be given that any particular projections will be realized and that actual results during the Early Settlement Date described in Recital G hereof shall be a concurrent condition to period or periods covered by any such projections may differ significantly from the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment projected results and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to differences may be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Datematerial).

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4effective, 5 and 6 hereof on the first Existing Credit Agreement shall be amended as provided for herein, upon the date on which each of satisfaction (or waiver) of the following conditions set forth in this Section 7.1 is satisfied (the “Waiver Amendment No. 2 Effective Date”): (a) the Administrative Agent (or its counsel) shall have received received: (i) counterparts hereof duly executed counterparts (in such number as may be requested and delivered by the Administrative Agent) a duly authorized officer of this Amendment from the Borrower, each Guarantor Guarantor, the Administrative Agent, the Swingline Lender, each LC Issuer and the Majority Lendersrequisite Lenders party hereto; (bii) such certificate of resolutions or other action, incumbency certificate and/or other certificates of Responsible Officers of the Borrower and each Guarantor as the Administrative Agent shall have received an 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 the Borrower or such Guarantor is a party; (iii) such documents and certificates as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor are duly organized or formed, and that the Borrower and each Guarantor are validly existing, in good standing and qualified to engage in business in their respective jurisdictions of formation; (iv) a favorable opinion by ▇▇of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPL.L.P., as counsel to the Credit PartiesBorrower and the Guarantors and (B) appropriate local counsel in jurisdictions reasonably requested by the Administrative Agent, in a each case in form reasonably and substance satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant , addressed to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 Administrative Agent and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Accounteach Lender; and (dv) no Default or Event of Default shall have occurred and be continuing as a Solvency Certificate, signed by a financial officer of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurredBorrower or its general partner; (b) the Administrative Agent representations and warranties contained in Section 4 of this Amendment shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, be true and correct on and as counsel to of the Credit Parties, in a form reasonably satisfactory to the Administrative AgentAmendment No. 2 Effective Date; (c) the Administrative Agent shall have received duly executed counterparts all out-of-pocket costs and expenses (in such number as may including, without limitation, reasonable and documented legal fees and expenses) required to be requested by the Administrative Agentreimbursed pursuant to Section 10.04(a) of the Omnibus Credit Agreement and invoiced at least two (2) Business Days prior to the Amendment from No. 2 Effective Date shall have been, on the Borrower and each GuarantorAmendment No. 2 Effective Date, or will be substantially simultaneously, paid; (d) the Borrower Lenders shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant received at least two (2) Business Days prior to the terms of Section 4.2(aAmendment No. 2 Effective Date, to the extent requested in writing at least ten (10) of Business Days prior to the Credit Agreement;Amendment No. 2 Effective Date, all reasonable documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; and (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) If the Borrower shall have paid (i) an amendment fee payable to or any Guarantor qualifies as a “legal entity customer” under the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase BankBeneficial Ownership Regulation, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or requested by any Lender at least ten (10) Business Days prior to the Amendment No. 2 Effective Date, including all reasonable out-of-pocket expenses required each Lender that so requests shall have received a Beneficial Ownership Certification in relation to be reimbursed or paid by the Borrower under the Credit Agreement; and or such Guarantor at least two (g2) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect Business Days prior to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment No. 2 Effective Date.

Effectiveness. 7.1 This Amendment Agreement shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each that all of the following conditions set forth in this Section 7.1 is shall have been satisfied (the “Waiver Effective Date”or waived in accordance with Section ‎9.04): (a) the Administrative The Agent shall have received duly executed counterparts from each of the parties hereto either (i) a counterpart hereof signed by such party or (ii) facsimile transmission or other written confirmation, in form satisfactory to the Agent, confirming that a counterpart hereof has been signed by such number as may be requested by the Administrative Agent) of this Amendment from the Borrower, each Guarantor and the Majority Lenders;party. (b) the Administrative The Agent shall have received an opinion all documents it shall reasonably have requested relating to the existence and good standing of the Borrower and to the Borrower’s corporate power and authority to enter into, borrow under and perform its obligations under this Agreement, all in form and substance satisfactory to the Agent. (c) The Agent shall have received a certificate of a Responsible Financial Officer of the Borrower either (i) setting forth the Net Proceeds received by the Borrower or any of its Subsidiaries from any Commitment Reduction/Prepayment Events that shall have occurred after the Signing Date, and on or prior to the date hereof or (ii) confirming that no such Net Proceeds have been received. (d) The Agent shall have received a certificate of a Responsible Financial Officer of the Borrower either (i) setting forth the amount of the commitments under the definitive documentation for any term loan facility that constitutes a Qualifying Term Loan Facility (other than the Term Facility) that shall have become effective after the Signing Date, and on or prior to the date of such certificate or (ii) confirming that no such definitive documentation has become effective. (e) The Agent shall have received a certificate of a Responsible Financial Officer of the Borrower that the representations and warranties of the Borrower set forth in clause (i) of the first sentence of Section 4.01 and Sections 4.02 (except insofar as the representation in Section 4.02 relates to the consummation of any Transaction other than the execution, delivery and performance by the Borrower of this Agreement), 4.03 and 4.04(a) through 4.04(c) hereof are true and correct in all material respects on, and as of, the Effective Date (provided that any such representations and warranties which are qualified by materiality, material adverse effect or similar language shall be true and correct in all respects). (f) The Agent shall have received the written opinions (addressed to the Agent and the Lenders and dated the date hereof) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III, Esq., counsel to the Borrower, (ii) ▇▇▇▇▇ ▇▇▇▇ &Wardwell LLP, special counsel to the Borrower and (iii) Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as Pennsylvania counsel to the Credit PartiesBorrower, in a form reasonably satisfactory to each case given upon the Administrative Agent;Borrower’s express instructions, substantially in the forms of Exhibits C-1, C-2 and C-3 hereto, respectively. (cg) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4All fees, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses and other compensation required by the Commitment Letter or the Fee Letter referred to therein to be reimbursed paid to the Arrangers, the Agent or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default Lenders shall have occurred and be continuing as of the date hereof, after giving effect been paid to the terms extent due and, in the case of this Amendment; providedexpenses, that upon invoiced at least two Domestic Business Days prior to the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Date. (h) The Arrangers shall have received at least three Domestic Business Days prior to the Effective Date all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA Patriot Act, to the extent requested of the Borrower in writing not fewer than eight Domestic Business Days prior to the Effective Date. The Agent shall promptly notify the Borrower and the Lenders of the Effective Date and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each as of the conditions set forth in this Section 7.1 is satisfied date hereof (the “Waiver Amendment No. 3 Effective Date”):), subject to the satisfaction (or waiver by the Amendment No. 3 Consenting Term Lenders and the Additional 2026 Term B-1 Loan Lender) of the following conditions: (a) the Administrative Agent counterparts of this Amendment shall have received duly been executed counterparts (in such number as may be requested and delivered by the Company, each other Loan Party, the Administrative Agent) of this , the Additional 2026 Term B-1 Loan Lender and each Amendment from the Borrower, each Guarantor and the Majority LendersNo. 3 Consenting Term Lender; (b) the Administrative Agent shall have received an opinion by customary secretary’s or assistant secretary’s certificates for each Loan Party (together with applicable attachments), in each case, substantially similar to the secretary’s or assistant secretary’s certificates (amended as necessary to reflect the transactions contemplated hereby) for such Loan Party that was delivered on the Amendment No. 2 Effective Date or otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Additional 2026 Term B-1 Loan Lender; (c) the Administrative Agent shall have received from ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ US LLP, counsel to the Loan Parties, a customary legal opinion in form and substance reasonably satisfactory to the Administrative Agent; (d) no Default or Event of Default has occurred and is continuing or will exist immediately after giving effect to this Amendment and the incurrence of (or conversion to, as applicable) the 2026 Term B-1 Loans; (e) each of the representations and warranties made by any Loan Party set forth in Article V of the Amended Credit Agreement shall be true and correct in all material respects (without duplication of any materiality standard set forth in any such representation or warranty) on and as of the Amendment No. 3 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such date (without duplication of any materiality standard set forth in any such representation or warranty); (f) all fees required to be paid by the Company on the Amendment No. 3 Effective Date as separately agreed with the Amendment No. 3 Lead Arrangers and, to the extent invoiced at least three Business Days prior to the Amendment No. 3 Effective Date, all reasonable and documented out-of-pocket expenses required to be reimbursed by the Company to the Amendment No. 3 Lead Arrangers, the Amendment No. 3 Consenting Term Lenders, the Additional 2026 Term B-1 Loan Lender and the Administrative Agent (including the reasonable and documented out-of-pocket fees of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) shall have been paid or substantially simultaneously with the funding of the 2026 Term B-1 Loans shall be paid, as counsel in each case to the Credit Partiesextent due (which amount may be offset against the proceeds from the 2026 Term B-1 Loans made hereunder); (g) the Administrative Agent shall have received, in a form and substance reasonably satisfactory to it, the Administrative Agentresults of customary bring-down UCC, tax and judgment lien searches with respect to the Loan Parties; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (bh) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPgood standing certificates (or equivalent evidence) and bring-down letters or facsimiles, as counsel to if any, for the Credit Parties, in a form reasonably satisfactory to the Administrative AgentLoan Parties from their respective jurisdictions of organization; (ci) (i) the Administrative Agent shall have received duly executed counterparts a Notice of Loan Prepayment with respect to all outstanding principal amounts of Incremental Term B-1 Loans that are not Converted Term Loans and (ii) the Company shall have prepaid or shall, substantially concurrently with the incurrence of 2026 Term B-1 Loans, prepay the outstanding principal amounts of Incremental Term B-1 Loans that are not Converted Term Loans in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower full, together with all accrued and each Guarantorunpaid interest payable on Incremental Term B-1 Loans; (dj) on the Amendment No. 3 Effective Date, the Administrative Agent shall have received a solvency certificate, certifying, as of the Amendment No. 3 Effective Date, to the solvency of the Company and its Subsidiaries on a consolidated basis after giving effect to the transactions contemplated hereby, from a Responsible Officer of the Company in respect of the Company substantially in the form of Exhibit K to the Credit Agreement; (k) the Borrower Administrative Agent shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant received a Loan Notice with respect to the terms 2026 Term B-1 Loans meeting the requirements of Section 4.2(a2.02(a) of the Credit Agreement; (el) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment No. 3 Effective Date; (f) , the Borrower Company shall have paid (i) an amendment fee payable delivered to the Administrative Agent for the account a certificate of each a Responsible Officer of the Revolving Lenders and Term Loan Lenders Company certifying as to the satisfaction of the conditions in clauses (including JPMorgan Chase Bank, N. A.d) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (iie) to of this Section 4; and (m) each Amendment No. 3 Lead Arranger, each Amendment No. 3 Consenting Term Lender and the extent invoicedAdditional 2026 Term B-1 Loan Lender shall have received, all fees and other amounts due and payable on or at least three (3) Business Days prior to the Amendment No. 3 Effective Date, all documentation and other information regarding the Company and the Guarantors required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereofPATRIOT Act, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Date.extent requested at least ten

Effectiveness. 7.1 This Amendment Waiver shall become effective only with respect to Sections 4, 5 and 6 hereof as of the date first set forth above on the first date on which each of that the following conditions set forth in this Section 7.1 is are satisfied (the “"Waiver Effective Date”"): (a) the The Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from Waiver that, when taken together, bear the Borrowersignatures of (i) the Borrowers, each Guarantor (ii) the Required Lenders and (iii) Revolving Credit Lenders holding a majority of the Majority aggregate Revolving Credit Commitments (the "Requisite Lenders;"). (b) The Lenders shall have received the Waiver Fee payable pursuant to Section 7 of this Waiver. (c) The Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPthe following: (i) unaudited, draft consolidated balance sheets and related statements of income and cash flows ("Draft Unaudited Financial Statements") showing the financial condition of Terex and its consolidated Subsidiaries as counsel of and for (x) the fiscal year ended December 31, 2004, and (y) the fiscal quarters (and the then-elapsed portion of the fiscal year) ended March 31, 2005 and June 30, 2005; and (ii) a certificate of a Financial Officer, based on the financial information derived from the Draft Unaudited Financial Statements delivered pursuant to clause (i) above (which certificate may note that the Draft Unaudited Financial Statements are not complete and are subject to change), setting forth reasonably detailed calculations demonstrating compliance with Sections 6.10, 6.11, 6.12, 6.13 and 6.14 of the Credit PartiesAgreement, including but not limited to a detailed schedule of the calculation of Pro Forma Acquisition EBITDA and Total Debt for the periods and as of the dates referred to in clause (i) above, in a form reasonably satisfactory to the Administrative Agent; Agent (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant any such certificate that is given with respect to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise Draft Unaudited Financial Statements being referred to herein as an amount not less than $500,000,000 and are funded into the Escrow Account; and"Interim Compliance Certificate"). (d) no Default or Event of Default shall have occurred If and be continuing to the extent an Interim Compliance Certificate shows that the Consolidated Leverage Ratio as of the date hereofend of any period covered by the Draft Financial Statements would have been in a lower category (i.e., after giving effect to a higher Consolidated Leverage Ratio) for purposes of determining the terms of this Amendment. 7.2 This Amendment (other Applicable Percentages than Sections 4the category actually used for such purpose, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPfrom the Borrowers such additional interest and Facilities Fees (in each case, without interest thereon) as counsel would have accrued on the outstanding Revolving Loans, A/C Fronted Loans, Swingline Loans and Revolving Credit Commitments had the calculation thereof been made using the Applicable Percentage corresponding to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the correct category. The Administrative Agent shall have received duly executed counterparts (calculate the amount of such additional interest and Facility Fees, if any, in consultation with Terex, and such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof calculation shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Dateconclusive absent manifest error.

Effectiveness. 7.1 This (a) Section 1(a), Section 2 (a), Section 2(g), Section 2(i), Sections 4 - 6(a), Section 8, Sections 9(b) - 10, Section 12, Sections 14 - 19(a), Sections 19(c) - 24, Sections 26 - 34(a), Sections 34(d) - 43(a), and Sections 44 - 47 of this Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on as of the date first date on which written above (the "Effective Date") upon the satisfaction of each of the conditions set forth following conditions, in this Section 7.1 is satisfied (each case in a manner satisfactory to, and in form and substance satisfactory to, the “Waiver Effective Date”):Agent: (ai) This Amendment shall have been duly executed and delivered by each of the Administrative Borrowers, the Guarantor, the Agent and the Banks and shall be in full force and effect. (ii) The Agent shall have received duly executed counterparts from the Secretary of each Borrower and of the Guarantor a copy, certified by such Secretary to be true and complete as of such date, of each of (A) its charter or other organizational documents as in effect on such number date of certification, (B) its by-laws as may be requested in effect on such date, and (iii) 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 Amendment Documents; provided, -------- however, that in lieu of providing the items required by the Administrative Agentsubsections ------- (A) and (B) of this Amendment from subsection (ii), such Secretary may certify, to the Borrowerextent true and correct, each Guarantor that charter documents and by-laws previously provided to the Majority Lenders;Agent are true and correct as of such date and have not been amended, rescinded or revoked. (biii) the Administrative The Agent shall have received from each Borrower and from the Guarantor an opinion incumbency certificate, dated as of such date, signed by ▇a duly authorized officer of such Person and giving the name and bearing a specimen signature of each individual who shall be authorized to sign, in the name and on behalf of such Person, the Amendment Documents. (iv) The Agent shall have received from each Borrower and from the Guarantor a good standing certificate for such Borrower and for the Guarantor, issued by the Secretary of State of Delaware, and evidence that such Borrower and such Guarantor is duly licensed and qualified as a foreign organization in good standing under the laws of each jurisdiction where the failure to qualify as such would have a Material Adverse Effect. (v) The Agent shall have received favorable legal opinions addressed to the Agent and the Banks, dated as of such date, in form and substance satisfactory to the Agent, from counsel to the Borrowers and the Guarantor and Delaware counsel to the Borrowers, concerning corporate or other applicable entity authority matters and the enforceability of each of the Amendment Documents, and the Loan Agreement and the other Loan Documents as amended thereby, and concerning such other matters as the Agent may request. (vi) The Agent shall have received, for the pro rata account of --- ---- each Bank which executes and delivers its signature pages to the Agent, by February 20, 2002 in facsimile (to be followed by originals) or original form, amendment fees equal, in the case of each Bank, to 0.30% multiplied by such Bank's Revolving Credit Commitment in effect on the date hereof, provided that amounts previously received by the -------- Banks as negotiation fees pursuant to the Fee Letter dated as of January 31, 2002, among the Borrowers and the Agent shall be credited against such amendment fees. (vii) ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP shall have received payment of all fees and expenses outstanding as of the date hereof, including, but not limited to, fees and expenses in connection with the preparation of this Amendment and ancillary documentation. (viii) The Fee Letter (as defined in the Loan Agreement, as amended hereby) shall have been duly executed and delivered by each of the Borrowers and the Agent and shall be in full force and effect, provided that amounts previously received by the Agent as an agent's -------- fee pursuant to the Fee Letter dated as of January 31, 2002, among the Borrowers and the Agent shall be credited against such agent's fee. (ix) All reports, statements, schedules, certificates and other documents required to be delivered to the Agent and each Bank pursuant to Section 6.1 of the Loan Agreement, as amended by this Amendment, shall have been so delivered. (x) The Agent shall have received evidence of the consent of the Funding Agreement banks under the Collateral Agency Agreement to this Amendment and the transactions contemplated hereby, and of the waiver of any defaults existing immediately prior to the Effective Date under the Funding Agreement. (xi) The Agent shall have received (A) projections for Borrowers showing quarterly profits and loss, balance sheets and covenant calculations, and (B) accrual and cash earnings reconcilement to dividends for the past five years. (xii) The Agent shall have received evidence of the effectiveness of an amendment to the Funding Agreement. (xiii) The Agent shall have received a copy of the fully executed engagement letter dated as of December 14, 2001, evidencing the hiring of the ▇▇▇▇ ▇▇▇▇▇ Group. (xiv) The Agent shall have received a certificate from the Borrowers setting forth the Borrowers' Investments pursuant to Section 8.3(e) of the Loan Agreement as of the Effective Date and demonstrating compliance with the restrictions set forth in Section 8.3(e) of the Loan Agreement, as amended hereby, as of the Effective Date. (xv) The Agent shall have received, for the pro rata account of --- ---- each Bank, Default Rate interest, for the period from November 5, 2001 through February 20, 2002, on all outstanding Revolving Credit Loans and Swing Line Loans which matured on or before the Term-Out Date (November 5, 2001). (xvi) The Agent shall have received such other items, documents, agreements or actions as the Agent may reasonably request in order to effectuate the transactions contemplated hereby. (i) Section 1(b), Sections 2(b) - (f), Section 2(h), Section 2(j), Section 3, Section 6(b), Section 7, Section 9(a), ▇▇▇▇▇▇▇ LLP▇▇, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇ (▇▇▇▇▇ LLPthan the revisions to Article 2B(d) described therein), Section 19(b), Section 25, Section 34(b), Section 34(c) and Section 45(b) of this Amendment shall become effective as counsel to of the Credit PartiesEffective Date, in a form reasonably satisfactory to the Administrative Agent; and (cii) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agentrevisions to Article 2B(d) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof Section 13 of this Amendment shall be a concurrent condition to the occurrence become effective as of the Amendment Effective Date; (f) the Borrower shall have paid January 15, 2002; in each case described in clauses (i) an amendment fee payable to and (ii) of this subsection (b), upon the Administrative Agent for the account satisfaction of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicablefollowing conditions, in effect on the Amendment Effective Date a manner satisfactory to, and (ii) to the extent invoiced, all fees in form and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Datesubstance satisfactory to, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Date.Agent:

Effectiveness. 7.1 This Amendment Amendment, the obligation of each Tranche A Term Lender to make a Tranche A Term Loan and the obligation of each Revolving Lender to provide a Revolving Commitment shall become effective only with respect to Sections 4, 5 and 6 hereof on as of the first date (the “Seventh Amendment Effective Date”) on which each of the following conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”):precedent shall have been satisfied: (a) the The Administrative Agent shall have received duly executed counterparts each of the following, dated as of the Seventh Amendment Effective Date (in such number as may be requested unless otherwise agreed to by the Administrative Agent), in form and substance satisfactory to the Administrative Agent: (i) of this Amendment from Amendment, duly executed and delivered by the Borrower, the Guarantors, each Guarantor of the Revolving Lenders and the Majority LendersTranche A Term Lenders listed on Exhibit B hereto and the Administrative Agent; (bii) the legal opinion of (A) the Borrower’s general counsel, or other counsel reasonably acceptable to the Administrative Agent shall have received an opinion by Agent, (B) Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & US LLP, counsel to the Borrower and its Subsidiaries, and (C) Childs ▇▇▇▇▇▇▇▇ LLP, as PLLC, Nevada special counsel to the Borrower and certain of its Subsidiaries; (iii) the Administrative Agent shall have received a certificate of the secretary or similar officer of each Loan Party dated as of the Seventh Amendment Effective Date and certifying (a) attached thereto is a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors or managing member (or equivalent governing body) of each Loan Party authorizing (x) the execution, delivery and performance of this Amendment and the Amended Credit PartiesAgreement (and any agreements relating thereto) and (y) in the case of the Borrower, the extensions of credit contemplated hereunder and under the Amended Credit Agreement, (b) attached thereto is a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents of such Loan Party, (c) attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Seventh Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (a) above, (d) subject to Section 6.13 of the Amended Credit Agreement, certificates as to the good standing of each Loan Party that is a registered organization as of a recent date from the Secretary of State (or other similar official) from its jurisdiction of organization and (e) as to the incumbency and specimen signature of each officer executing this Amendment or any other document delivered in connection herewith on behalf of such Loan Party; and (iv) The Administrative Agent shall have received a perfection certificate, dated the Seventh Amendment Effective Date and signed by a responsible officer of the Borrower, in a form reasonably satisfactory to the Administrative Agent;Agent in respect of the Loan Parties and the Collateral. (b) Each of the representations and warranties made by any Loan Party in or pursuant to the Amended Credit Agreement and other Loan Documents shall be true and correct in all material respects on and as of the Seventh Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects). (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no No Default or Event of Default shall have has occurred and be is continuing as of on the date hereof, Seventh Amendment Effective Date or after giving effect to the terms amendments contemplated herein and the extensions of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective credit requested to be made on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Seventh Amendment Effective Date”):. (ad) All governmental and third party approvals necessary in connection with the Waiver transactions contemplated hereby and by the Credit Agreement shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. (e) All outstanding principal, interest and fees outstanding and accrued under the Credit Agreement (prior to giving effect to any amendments to the Credit Agreement pursuant to this Amendment) as of the Seventh Amendment Effective Date shall have occurred;been paid in full by the Borrower to the Administrative Agent, in each case, for the account of the relevant Lenders or the Administrative Agent, as applicable, and all Revolving Commitments as in effect immediately prior to the effectiveness of this Amendment under and as defined in the Credit Agreement (prior to giving effect to any amendments to the Credit Agreement pursuant to this Amendment) shall concurrently be automatically terminated. (bf) The Lenders and the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPall fees required to be paid, as counsel to and all expenses for which invoices have been presented on or before the Credit Parties, in a form reasonably satisfactory to the Administrative Agent;Seventh Amendment Effective Date. (cg) the The Administrative Agent shall have received duly executed counterparts a solvency certificate from the chief financial officer of the Borrower, in form and substance reasonably acceptable to the Administrative Agent, certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the incurrence of all Indebtedness in connection herewith on the Seventh Amendment Effective Date, are Solvent. (in such number as may be h) The Administrative Agent shall have received, at least 5 days prior to the Seventh Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, previously requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor;. (dj) the Borrower The Administrative Agent shall have permanently reduced received a notice of borrowing with respect to the Tranche A Term Loans and the Revolving Commitments by $200,000,000 pursuant Loans to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans be made on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Seventh Amendment Effective Date.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each as of the conditions set forth in this Section 7.1 is satisfied date first above written (the “Waiver Amendment Effective Date”): ) when (a) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from that, when taken together, bear the Borrowersignatures of (i) the Company and each other Credit Party party hereto, (ii) each Guarantor Consenting Lender, (iii) each New Lender, (iv) each Issuing Lender and (v) Lenders comprising the Majority Lenders; Required Lenders immediately prior to the Amendment Effective Date, (b) each of the applicable conditions set forth in Sections 2.19(b) and 10.6 of the Credit Agreement shall have been satisfied, (c) each of the representations and warranties set forth in Section 4 hereof shall be true and correct, (d) the Administrative Agent shall have received an such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Credit Parties, the Credit Documents or the transactions contemplated hereby (including certified resolutions from the board of directors (or similar governing body) of each Credit Party authorizing the execution, delivery and performance of this Amendment), all in form and substance reasonably satisfactory to the Administrative Agent, (e) the Administrative Agent shall have received a favorable written opinion by ▇(addressed to the Administrative Agent, the Issuing Lenders and the Lenders (including the Consenting Lenders and the New Lenders)) of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Coie LLP, as counsel to for the Credit PartiesCompany, in a form reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing dated as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): , (a) the Waiver Effective Date shall have occurred; (bf) the Administrative Agent shall have received an opinion a certificate, dated as of the Amendment Effective Date, and signed by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPa Responsible Officer, as counsel confirming compliance with the conditions set forth in Sections 4.2(a) and 4.2(b) of the Credit Agreement, (g) the Administrative Agent and the Lenders (including the Consenting Lenders and the New Lenders) shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, in each case to the Credit Parties, extent requested in a form reasonably satisfactory writing to the Administrative Agent; Company not later than five Business Days prior to the proposed Amendment Effective Date, including, without limitation, a Beneficial Ownership Certification with respect to each Credit Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, (ch) the Administrative Agent shall have received duly executed counterparts (in such number as may payment of all fees and expenses required to be requested paid or reimbursed by the Administrative AgentCompany under or in connection with this Amendment, including those fees and expenses set forth in Section 10 hereof and (i) the Company shall have paid all unpaid interest and any other amounts (including any breakage costs) in respect of the Omnibus Amendment from the Borrower Revolving Loans and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant of the Declining Revolving Lenders (to the terms of extent required under Section 4.2(a2(a)(ii) of the Credit Agreement; (ehereof) the initial prepayment and in respect of the Term Loans of Declining Term Lenders (to the extent required under Section 2(b)(ii) hereof), in each case that have accrued to but excluding the Amendment Effective Date. The Company shall use commercially reasonable efforts to provide to the Administrative Agent, on the Early Settlement Date described in Recital G hereof shall be Amendment Effective Date, a concurrent condition favorable written opinion (addressed to the occurrence Administrative Agent, the Issuing Lenders and the Lenders (including the Consenting Lenders and the New Lenders)) of Luxembourg counsel to the Company reasonably satisfactory to the Administrative Agent, dated as of the Amendment Effective Date; (f) ; provided, however, that the Borrower failure to provide such a written opinion shall have paid (i) an amendment fee payable not result in a failure to satisfy the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior conditions precedent to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Date.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each of the conditions set forth in this Section 7.1 is satisfied (such date, the “Waiver Amendment No. 3 Effective Date”):) that the following conditions have been satisfied: (ai) The Administrative Agent and the Administrative Revolver Agent shall have received duly executed counterparts (signature pages hereto from each Loan Party, the Required Revolving Credit Lenders and each Revolving Credit Lender and each L/C Issuer agreeing to extend the Maturity Date with respect to the Revolving Credit Facility as set forth in such number as may be requested by the Administrative Agent) of this Amendment from the Borrower, each Guarantor and the Majority LendersAmended Credit Agreement; (bii) Each of the representations and warranties contained in Section 2 hereof shall be true and correct in all material respects on and as of the Amendment No. 3 Effective Date; (iii) The Administrative Agent and the Revolver Agent shall have received (A) (i) a recently dated certificate as to the good standing of the Borrower under the laws of its jurisdiction of incorporation, and (ii) a certificate of the secretary or assistant secretary of the Borrower certifying (x) that attached thereto are true and complete copies of (1) the certificate of incorporation, certificate of formation or equivalent formation document of the Borrower, and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, (2) the bylaws, operation agreement, limited liability company agreement or equivalent document of the Borrower as in effect on the Amendment No. 3 Effective Date, and (3) the resolutions of the board of directors (or other appropriate governing body) of the Borrower, authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which the Borrower is contemplated to be a party, and (y) as to the incumbency and genuineness of the signature of each officer of the Borrower executing Loan Documents; (B) an opinion by from (i) Ropes & Gray LLP, special New York counsel to the Loan Parties, addressed to the Agents and the Lenders on the Amendment No. 3 Effective Date and (ii) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., general counsel to the Loan Parties, addressed to the Agents and the Lenders on the Amendment No. 3 Effective Date; (C) a customary certificate from a Responsible Officer of the Borrower certifying satisfaction of the conditions precedent set forth in Section 3(ii) above and (D) reasonably satisfactory results of recent UCC, tax and judgment Lien searches with respect to each Loan Party; and (iv) JPMCB, as arranger for this Amendment (the “Arranger”) shall have received (A) for the account of each Revolving Credit Lender that is a Tranche 2 Revolving Credit Lender, an extension fee of 0.30% of such Revolving Credit Lender’s Revolving Credit Commitment as of the Amendment No. 3 Effective Date and (B) all reasonable and documented out-of-pocket expenses (including the reasonable fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to for the Administrative Agent; (c, the Revolver Agent and the Arranger) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant required to the First Lien Second Out Credit Agreement contemporaneously be paid or reimbursed in connection with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston No. 3 and for which invoices have been presented a reasonable period of time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Date.No. 3

Effectiveness. 7.1 This First Amendment shall become be effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each as of the conditions set forth in this Section 7.1 is satisfied (Effective Date upon receipt by the “Waiver Effective Date”):Administrative Agent of: (a) signature pages to this First Amendment, executed on behalf of the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by Parent, the Borrower, the Administrative Agent) of this Amendment from the Borrower, each Guarantor and the Majority Required Lenders; (b) signature page to the Guarantors’ Consent and Agreement, executed on behalf of each Guarantor; (c) any amounts due and payable to the Administrative Agent shall have received Agent, including an opinion by amendment fee for the account of each Lender party hereto that consents to all amendments set forth in Annex A hereto on the Effective Date equal to 5.0 basis points of such L▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP’s Commitment on the Effective Date; (d) (i) an executed copy of the Membership Interest Purchase Agreement dated as of December 27, 2022 by and between Equilibrium Carbon Transition Infrastructure Company LLC, a Delaware limited liability company, as counsel seller (the “Seller”), and Suburban Renewable Energy, LLC, a Delaware limited liability company, as buyer (the “Purchase Agreement”) and (ii) evidence that the acquisitions by the Seller of the membership interests of (A) WOF SW GGP 1 LLC, a Delaware liability company, and (B) Central Ohio Bioenergy, LLC, an Ohio limited liability company, have been consummated in accordance with the terms of the Purchase Agreement; and (e) at least five Business Days prior to the Credit PartiesEffective Date (or such shorter period of time as may be agreed by the Administrative Agent), a certificate of a Responsible Officer, in a form and substance reasonably satisfactory to the Administrative Agent; (c) Agent and the proceeds of Required Lenders, certifying that the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions requirements set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a7.03(f) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall Agreement have been satisfied or will be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable satisfied on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid consummation of the acquisition contemplated by the Purchase Agreement. The Administrative Agent shall notify all Lenders and the Borrower under and the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms Parent promptly upon effectiveness of this First Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Date.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each as of the conditions set forth in this Section 7.1 is satisfied date first above written (the “Waiver Amendment Effective Date”):) when: (a) 1.4.1. the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from that, when taken together, bear the Borrowersignatures of (i) each Loan Party, (ii) each Guarantor Consenting Term Lender (if any), (iii) the New Term Lender and (iv) Tranche B-3 Euro Term Lenders under the Majority LendersExisting Credit Agreement that, immediately prior to the effectiveness of this Amendment, constitute the Required Lenders (but, in making this determination, only the Tranche B-3 Euro Term Lenders will be taken into account); (b) 1.4.2. the Administrative Agent shall have received an (i) with respect to each Loan Party, secretary’s certificates of the type delivered to the Administrative Agent pursuant to Section 4.01(c) of the Existing Credit Agreement (as such term is defined in the Existing Credit Agreement), dated as of the Amendment Effective Date, (ii) a certificate of a Responsible Officer confirming compliance with the condition set forth in paragraph (e) of this Section 4, and (iii) a favorable written opinion by ▇(addressed to the Administrative Agent and the Lenders party hereto), in form and substance reasonably satisfactory to the Administrative Agent, of ▇▇▇▇▇▇▇ & Procter LLP, counsel for the Loan Parties, dated as of the Amendment Effective Date and covering such matters relating to the Loan Parties and this Amendment as the Administrative Agent may reasonably request; 1.4.3. the Administrative Agent, the Consenting Term Lenders and the New Term Lender shall have received payment of all fees and expenses required to be paid or reimbursed by the Borrower or any other Loan Party under or in connection with this Amendment and any other Loan Document, including those fees and expenses set forth in Section 10 hereof; 1.4.4. the Administrative Agent shall have received payment of all accrued but unpaid interest on the Existing Term Loans through (but not including) the Amendment Effective Date; 1.4.5. the representations and warranties set forth in Section 3 hereof shall be true and correct as of the Amendment Effective Date; and (i) at least five Business Days prior to the Amendment Effective Date, the Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities or reasonably requested by the Administrative Agent on behalf of itself or on behalf of any Consenting ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as counsel the New Term Lender or any other Lender under or in respect of applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that was requested at least 10 Business Days prior to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoicedthe Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, all fees and other amounts due and payable on or at least five Business Days prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required any Consenting Term Lender, the New Term Lender or any other Lender that has requested, in a written notice to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect at least 10 Business Days prior to the terms of this Amendment; provided, that upon the Amendment Effective Date, a Beneficial Ownership Certification in relation to the terms of Section 2.5 hereof Borrower shall be deemed to be effective as of the Third Amendment Effective Datehave received such Beneficial Ownership Certification.

Effectiveness. 7.1 This Extension Amendment and the obligation of each 2024 Incremental Revolving Credit Lender to make available the 2024 Incremental Revolving Credit Commitments to be provided by it pursuant to Section 3(b) of this Extension Amendment in accordance with its respective 2024 Incremental Revolving Credit Commitment, shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which (the “Extension Amendment No. 1 Effective Date”) when each of the following conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”):shall have been satisfied: (a) the Administrative Agent shall have received duly executed counterparts from: (i) the Borrower, (ii) each Loan Party, (iii) each 2024 Incremental Revolving Credit Lender, (iv) each Initial Revolving Credit Lender requesting to exchange all or any portion satisfactory to the Borrower (in such number as may be requested by its sole discretion) of the aggregate amount of its Original Revolving Credit Commitment for a 2027 Revolving Credit Commitment, (v) the L/C Issuers, (vi) the Swing Line Lenders, (vii) the Administrative Agent, (viii) the 2024 Extension Arranger and (ix) to the extent not included in the foregoing, other Lenders constituting the Required Revolving Credit Lenders, a counterpart of this Extension Amendment from the Borrower, each Guarantor and the Majority Lenderssigned on behalf of such party; (b) the Administrative Agent shall have received an a legal opinion by of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPLLP , as counsel for the Borrower, consistent with the legal opinion delivered on the Funding Date under Section 4.02(b) of the Existing Credit Agreement (other than for changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion) and (i) dated the Credit PartiesExtension Amendment No. 1 Effective Date, in a form reasonably satisfactory (ii) addressed to the Administrative Agent; Agent and the Revolving Credit Lenders party hereto and (ciii) covering the proceeds of Extension Amendment, and the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as Borrower hereby requests such counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agentdeliver such opinion; (c) the Administrative Agent (or its counsel) shall have received duly executed counterparts received: (i) a copy of the Organization Documents of each Loan Party; (ii) a certificate of good standing in such number as may be requested respect of each Loan Party; (iii) a copy of a resolution of the board or, if applicable, a committee of the board, of directors of each Loan Party approving the terms of, and the transactions contemplated by, this Extension Amendment and resolving that it execute, deliver and perform under the terms of this Extension Amendment; (iv) a specimen of the signature of persons authorized by the Administrative Agentresolution in relation to this Extension Amendment and related documents; (v) a secretary’s certificate or officer’s certificate (as applicable) of the Omnibus Amendment from Loan Parties in a form consistent with the Borrower and each Guarantorsecretary’s or officer’s certificate delivered to the Administrative Agent on the Funding Date under Section 4.02(c) of the Existing Credit Agreement; (d) the Borrower Revolving Credit Lenders party hereto, the 2024 Extension Arranger and the Administrative Agent shall have permanently reduced received (x) all fees required to be paid, and all expenses required to be reimbursed for which invoices have been presented on or before the Revolving Commitments by $200,000,000 pursuant to Extension Amendment No. 1 Effective Date (including the terms reasonable fees and expenses of Section 4.2(alegal counsel) and (y) all accrued and unpaid interest and fees under the Existing Credit Agreement as of the Credit AgreementExtension Amendment No. 1 Effective Time; (e) the initial prepayment Borrower shall have paid to the Administrative Agent, for the account of each 2027 Revolving Credit Lender (including any 2024 Incremental Revolving Credit Lender) that shall have executed and irrevocably delivered to the Administrative Agent an executed signature page to this Extension Amendment on or prior the Extension Amendment No. 1 Effective Date, an amendment fee equal to (i) in the case of a 2027 Revolving Credit Lender that is not a 2024 Incremental Revolving Credit Lender and that has returned an executed signature page to the Extension Amendment to the Administrative Agent prior to 5:00 p.m. (New York City time) on February 9, 2024 (the “Extension Amendment Deadline”), 0.25% of the Term Loans amount of Original Revolving Credit Commitments exchanged by such Initial Revolving Credit Commitment Lender into 2027 Revolving Credit Commitments and (ii) in the case of a 2024 Revolving Credit Lender, 0.25% of the 2024 Incremental Revolving Credit Commitment of such Revolving Credit Lender provided on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Extension Amendment No. 1 Effective Date;; and (f) the Borrower representations and warranties set forth in Section 5 of this Extension Amendment shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each be true and correct in all material respects on and as of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Extension Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment No 1. Effective Date with the same effect as though made on and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date and except where such representations and warranties are qualified by materiality, Material Adverse Effect, or similar language, in which case such representation or warranty shall be true and correct in all respects after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Datesuch qualification.

Effectiveness. 7.1 This Amendment shall become effective only with respect The effectiveness of the amendments to Sections 4, 5 and 6 the Loan Agreement set forth in Section 2 hereof on is subject to the first satisfaction of each of the following conditions precedent or waiver thereof by each of the Lenders (the date on which each of the conditions set forth in this Section 7.1 last condition is satisfied (or waived, the “Waiver Second Amendment Effective Date”): (a) this Amendment shall have been duly executed by Borrower, Guarantors, Lenders, the Collateral Agent and the Administrative Agent shall have received duly executed counterparts (in such number as which may be requested include a copy transmitted by facsimile or PDF or other electronic method), and delivered to the Administrative Agent) of this Amendment from the Borrower, each Guarantor and the Majority Lenders; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPeach of the following documents, as counsel in each case, in form and substance acceptable to the Credit PartiesAdministrative Agent and in compliance with the requirements of the Amended Loan Agreement: (i) a Payment/Advance Form for the full amount of the available Total Term Commitment by no later than the applicable time required pursuant to the Loan Agreement (or such shorter period as may be agreed by the Administrative Agent); (ii) Secretary’s Certificates with completed Borrowing Resolutions from each of the Loan Parties (appropriately completed), in dated the Second Amendment Effective Date; (iii) a form Solvency Certificate (appropriately completed), dated the Second Amendment Effective Date; (iv) (A) each Loan Party’s Governing Documents, (B) a good standing certificate of each Loan Party certified by the Secretary of State of the jurisdiction of incorporation of each Loan Party as of a date no earlier than thirty (30) days prior to the Second Amendment Effective Date together with bring-down telegrams or facsimiles reasonably satisfactory to requested by the Administrative Agent; (cv) a legal opinion of Borrower’s counsel dated as of the Second Amendment Effective Date together with the duly executed original signatures thereto; (vi) the proceeds fee letter, dated as of the First Lien Second Out Junior Indebtedness incurred pursuant Amendment Effective Date, between Borrower and the Agents, duly executed by all parties thereto; (vii) evidence that all other actions that the Agents may deem necessary in order to perfect and protect the First Lien Second Out Credit first priority liens, subject to Permitted Liens, and security interests created under the Pledge and Security Agreement contemporaneously with the effectiveness has been taken (including, without limitation, receipt of Sections 4, 5 duly executed payoff letters and/or release letters and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow AccountUCC-3 termination statements); and (viii) a Portfolio Report dated as of the Second Amendment Effective Date; (c) Borrower shall have paid (i) all accrued and unpaid interest on all Advances outstanding immediately prior to the Second Amendment Effective Date through and including the day immediately prior to the Second Amendment Effective Date, regardless of whether payment would otherwise be required under the Loan Agreement at such time and (ii) all amounts due and payable under the terms of the Fee Letters (as defined in the Loan Agreement) or any other Loan Document; (d) the representations and warranties in Section 5 of this Amendment shall be true, accurate and complete in all material respects (provided, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (ii) no Default or Event of Default shall have occurred and be continuing as of or result from the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective Advances made on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Second Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described Required Lenders shall have determined, in Recital G hereof their sole judgment, that no event or development shall have occurred since December 31, 2017 which has resulted in or could reasonably be expected to result in a concurrent condition to the occurrence of the Amendment Effective DateMaterial Adverse Change; (f) the Borrower there shall have paid be no actions, suits or proceedings pending or threatened (i) an amendment fee payable with respect to any Loan Agreement or any other Loan Document, or (ii) which the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bankshall determine has resulted in, N. A.) who has consented or could reasonably be expected to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursdayresult in, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreementa Material Adverse Change; and (g) no Default or Event of Default shall have occurred and be continuing as the making of the date hereof, after giving effect to Advances on the terms of this Amendment; provided, that upon the Second Amendment Effective DateDate shall not contravene any law, the terms of Section 2.5 hereof shall be deemed rule or regulation applicable to be effective as of the Third Amendment Effective Dateany Secured Party.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each of the conditions set forth in this Section 7.1 is satisfied (such date, the “Waiver Amendment No. 6 Effective Date”):) that the following conditions have been satisfied: (ai) the The Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment signature pages hereto from the Borrower, each Guarantor Loan Party and the Majority Lenderseach 2024 Refinancing Lender; (bii) the The Administrative Agent shall have received a customary certificate from a Responsible Officer of the Borrower certifying to the accuracy of the representations and warranties specified in Section 3 of this Amendment; (iii) The Administrative Agent shall have received (A) (i) a recently dated certificate as to the good standing of the Borrower under the laws of its jurisdiction of incorporation, and (ii) a certificate of the secretary or assistant secretary of the Borrower certifying (x) that attached thereto are true and complete copies of (1) the certificate of incorporation, certificate of formation or equivalent formation document of the Borrower, and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, (2) the bylaws, operation agreement, limited liability company agreement or equivalent document of the Borrower as in effect on the Amendment No. 6 Effective Date, and (3) the resolutions of the board of directors (or other appropriate governing body) of the Borrower, authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which the Borrower is contemplated to be a party, and (y) as to the incumbency and genuineness of the signature of each officer of the Borrower executing Loan Documents; (B) an opinion by from (i) Ropes & Gray LLP, special New York counsel to the Loan Parties, addressed to the Administrative Agent and the 2024 Refinancing Lenders on the Amendment No. 6 Effective Date and (ii) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇., general counsel to the Loan Parties, addressed to the Administrative Agent and the 2024 Refinancing Lenders on the Amendment No. 6 Effective Date; (C) [reserved] and (D) reasonably satisfactory results of recent UCC, tax and judgment Lien searches with respect to each Loan Party; (iv) The Administrative Agent and the 2024 Refinancing Lenders shall have received at least two (2) Business Days prior to the Amendment No. 6 Effective Date all documentation and other information about the Borrower as has been reasonably requested in writing at least ten (10) Business Days prior to the Amendment No. 6 Effective Date by the Administrative Agent or the 2024 Refinancing Lenders that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act; (v) The Administrative Agent and the 2024 Refinancing Lenders shall have received the fees in the amounts previously agreed in writing to be received on the Amendment No. 6 Effective Date, and all reasonable and documented out-of-pocket expenses (including the reasonable fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel for the Administrative Agent and the Left-Lead Arranger) required to be paid or reimbursed for which invoices have been presented a reasonable period of time prior to the Credit Parties, in a form reasonably satisfactory to the Administrative AgentAmendment No. 6 Effective Date shall have been paid; (cvi) the proceeds The Administrative Agent shall have received a Committed Loan Notice in respect of the First Lien Second Out Junior Indebtedness incurred pursuant to 2024 Refinancing Term Loans as required by Section 2.02(a) of the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow AccountAgreement; and (dvii) no Default or Event of Default The Administrative Agent shall have occurred and be continuing as received the Borrower’s Payment. For purposes of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of determining whether the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall 4 have occurred; (b) the Administrative Agent shall have received an opinion been satisfied, by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting releasing its signature page on or before 5:00 pm Houston time on Thursdayhereto, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof 2024 Refinancing Lender party hereto shall be deemed to have consented to, approved, accepted or be effective as of the Third Amendment Effective Datesatisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, such 2024 Refinancing Lender.

Effectiveness. 7.1 This Amendment The Commitment Increase shall become effective only with respect to Sections 4, 5 and 6 hereof on as of the first date on which each of the conditions set forth in this Section 7.1 is satisfied (the “Waiver Increase Effective Date”):) on which: (a) the Administrative Agent shall have executed this Agreement and shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from the Borrower, the Increasing Lender, the Swingline Lender and each Guarantor and Issuing Bank either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Majority LendersAdministrative Agent (which, subject to Section 9.09 of the Credit Agreement, may include Electronic Signatures transmitted by emailed .pdf or other any other electronic means that reproduces an image of an actual executed signature page) that such party has signed a counterpart of this Agreement; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel all documents the Administrative Agent may reasonably request relating to the Credit Partiesexistence of the Borrower and the corporate authority for and the authorization of this Agreement, all in a form and substance reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent;[[6163055]] (c) the Administrative Agent shall have received duly executed counterparts (a letter from White & Case LLP, counsel for the Borrower, providing permission that the Increasing Lender may rely on the legal opinion previously delivered in such number as may be requested by connection with the Administrative Agent) of Credit Agreement on July 28, 2022, in form and substance reasonably satisfactory to the Omnibus Amendment from the Borrower and each GuarantorIncreasing Lender; (d) the Borrower Administrative Agent shall have permanently reduced received a certificate, dated the Revolving Commitments by $200,000,000 pursuant to the terms Increase Effective Date, of Section 4.2(a) a financial officer of the Credit Borrower confirming the accuracy of the representations and warranties set forth in Section 3 of this Agreement;; and (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Increasing Lender the fee required to be paid on the Increase Effective Date pursuant to the fee letter entered into by the Borrower and the Increasing Lender in connection with this Agreement. The Administrative Agent for shall notify the account of each Borrower and the Lenders of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Increase Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof such notice shall be deemed to be effective as of the Third Amendment Effective Dateconclusive and binding.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each of the conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”):) upon which: (a) the Administrative Agent (or its counsel) shall have received (i) duly executed and completed counterparts of this Amendment (in such number as may be requested the form provided and specified by the Administrative Agent) that, when taken together, bear the signatures of this Amendment each Loan Party and the Administrative Agent, (ii) signature pages from the Borrower, each Guarantor 2013 Term Loan Lenders and the Majority Lenders2013 Revolving Credit Lenders which, in the aggregate, constitute the Required Lenders and (iii) the signature page of the L/C Issuer; (b) the Administrative Agent shall have received an opinion all fees and expenses required to be paid on or before the Effective Date; (c) on the Effective Date and after giving effect to this First Amendment, all representations and warranties contained in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is itself modified by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPmateriality or Material Adverse Effect, it shall be true and correct in all respects) on and as counsel of the Effective Date, except to the Credit Partiesextent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (d) the Administrative Agent shall have received from the Borrower a certificate executed by a Responsible Officer of the Borrower, certifying (1) compliance with the requirements of preceding clause (c), (2) pro forma compliance with the financial covenants set forth in Section 7.08 of the Credit Agreement as of the Effective Date after giving effect to all Loans to be made on the Effective Date and for the most recently ended fiscal quarter and (3) the conditions to effectiveness of the Incremental Revolving Credit Facility set forth in Section 2.14(b) of the Credit Agreement have been satisfied; (e) the Administrative Agent shall have received such documents and certificates as are usual and customary for similar amendment transactions relating to the organization, existence and good standing of each Loan Party and the authorization of the transactions contemplated by this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid deliver a customary opinion of counsel, in substantially the same form and substance as the opinion of counsel delivered on the Closing Date, including as to (i) an amendment fee payable to the Administrative Agent for the account enforceability of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, the Credit Agreement as applicable, in effect on the Amendment Effective Date amended hereby and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to reaffirmation of the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Guaranty Agreement; and (g) no Default or Event of Default shall have occurred and if any Borrowing is to be continuing as of made on the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof Administrative Agent and, if applicable, Swing Line Lender and/or each L/C Issuer shall be deemed to be effective as have received a Borrowing Request in accordance with the requirements of the Third Amendment Effective DateCredit Agreement.

Effectiveness. 7.1 This Fourth Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each as of the conditions set forth in this Section 7.1 is satisfied date (the “Waiver Fourth Amendment Effective Date”):) on which the following conditions have been satisfied: (a) 1. the Administrative Agent shall have received copies of signature pages to this Fourth Amendment, duly executed counterparts and delivered (in such number as may be requested including by way of facsimile or other electronic transmission) by the Administrative Agent) of this Amendment from , the Borrower, each Guarantor Collateral Agent and the Majority LendersLoan Parties; (b) 2. the Administrative Agent shall have received an opinion a solvency certificate in the form of Exhibit L to the Credit Agreement (appropriately completed and modified to reflect the transactions contemplated by this Fourth Amendment), dated the Fourth Amendment Effective Date and signed by the chief financial officer of the Administrative Borrower, certifying that the Restricted Parties on a consolidated basis after giving effect to the OIN Spinoff to occur on the Fourth Amendment Effective Date, the Fourth Amendment and the other transactions contemplated thereby are Solvent; 3. the Administrative Borrower shall have (x) formed International Seaways Operating Corporation a new direct Wholly Owned Restricted Subsidiary of the Administrative Borrower that is organized under the laws of the ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPIslands (“New Subsidiary HoldCo”), as counsel and (y) subject to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) 5.22 of the Credit Agreement; (e) the initial prepayment , contributed to New Subsidiary HoldCo substantially all of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence assets of the Amendment Effective Date; Administrative Borrower (fincluding all of the Equity Interests held by the Administrative Borrower in any of its Subsidiaries) and substantially all of the liabilities (excluding the Obligations) of the Administrative Borrower shall have paid (in each case, other than (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page immaterial or non-operational assets and/or liabilities described on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date Annex I hereto and (ii) the Equity Interests issued to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid Administrative Borrower by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective DateNew Subsidiary HoldCo, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Date.Co-Borrower, OSG Nakilat Corporation and Tankers International LLC);

Effectiveness. 7.1 This (a) Paragraph 9 of this Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each as of the conditions set forth in this Section 7.1 is satisfied date (the “Waiver Required Lender Effective Date”):) on which all of the following conditions precedent have been satisfied: (ai) The Administrative Agent shall have received (i) counterparts hereof duly executed by Gannett and the Administrative Agent and (ii) an executed consent letter from Existing Lenders constituting Required Lenders authorizing the Administrative Agent to enter into this Amendment; (ii) The Lenders and the Administrative Agent shall have received duly executed counterparts (all fees required to be paid on or before the date hereof in such number as may be requested by the Administrative Agent) of connection with this Amendment from or the Borrower, each Guarantor and the Majority Lenders;Credit Agreement. (b) Paragraphs 2 through 8 of this Amendment shall become effective as of the date (the “Unanimous Lender Effective Date”) on which all of the following conditions precedent have been satisfied: (i) The Administrative Agent shall have received (i) counterparts hereof duly executed by Gannett and the Administrative Agent and (ii) an executed consent letter from each Existing Lender (other than any Existing Lender which is an Exiting Lender (as defined below)) and each New Lender authorizing the Administrative Agent to enter into this Amendment; (ii) The Administrative Agent shall have received a certificate from the Secretary of Gannett certifying, as of the date of this Amendment, to resolutions duly adopted by the Board of Directors of Gannett or a duly authorized committee thereof authorizing Gannett’s execution and delivery of this Amendment and the making of the Borrowings; and (iii) The Lenders and the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel all fees required to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default be paid on or Event of Default shall have occurred and be continuing as of before the date hereof, after giving effect to the terms of hereof in connection with this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of or the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Date.

Effectiveness. 7.1 This Amendment shall become effective only with respect The effectiveness of this Agreement is subject to Sections 4, 5 and 6 hereof on the first date on which each satisfaction of the following conditions set forth in this Section 7.1 is satisfied precedent (the date of the satisfaction thereof is referred to as the “Waiver Incremental Effective Date”): (a) the The Administrative Agent shall have received duly executed counterparts from each party hereto either (in i) a counterpart of this Agreement signed on behalf of such number as may be requested by party or (ii) evidence satisfactory to the Administrative AgentAgent (which may include a facsimile transmission) that such party has signed a counterpart of this Amendment from the Borrower, each Guarantor and the Majority Lenders;Agreement. (b) the The Administrative Agent shall have received an a favorable written opinion by (addressed to the Administrative Agent and the Lenders and dated the Incremental Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, as counsel to for Holdings and the Borrower, and (ii) each local counsel for Holdings and the Borrower in each jurisdiction listed on Schedule 4.01(b) of the Credit PartiesAgreement, and the laws of which are not covered by the opinion letter referred to in clause (i) above, in a each case in form and substance reasonably satisfactory to the Administrative Agent;. (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the The Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, such documents and certificates as counsel the Administrative Agent may reasonably request relating to the Credit organization, existence and good standing of each Loan Party, the authorization of the Incremental Facility Agreement and Reaffirmation Agreement and any other legal matters relating to the Loan Parties, the Incremental Facility Agreement, the Reaffirmation Agreement or the Incremental Term Loan made hereunder, all in a form and substance reasonably satisfactory to the Administrative Agent;. (cd) the The Administrative Agent shall have received duly executed counterparts (in such number as may be requested a certificate, dated the Incremental Effective Date and signed by a Financial Officer of Holdings, confirming the Administrative Agent) accuracy of the Omnibus Amendment from the Borrower representations and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of warranties set forth in Section 4.2(a) of the Credit Agreement;3. (e) the initial prepayment of the Term Loans on the Early Settlement Date described The Administrative Agent shall have received a Reaffirmation Agreement in Recital G hereof shall be a concurrent condition form and substance satisfactory to the occurrence of Administrative Agent, duly executed by each Loan Party, pursuant to which each Loan Party shall acknowledge that the Amendment Effective Date;Security Documents remain in full force and effect in accordance with their terms and that the Secured Obligations include all Obligations created by this Agreement. (f) the Borrower The Additional Lender shall have paid (i) an amendment fee payable to received the Administrative Agent for the account of each of the Revolving Lenders Incremental Fee and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all other fees and other amounts due and payable on or prior to the Amendment Incremental Effective Date, including including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower any Loan Party under the Credit Agreement; and (g) no Default Agreement or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Dateunder any other Loan Document.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each of the conditions set forth in this Section 7.1 is satisfied (the “Waiver Second Amendment Effective Date”): (a) on which the Administrative Agent shall have received duly executed counterparts the following documents or other items, each dated the Second Amendment Effective Date unless otherwise indicated: (in such number as may be requested a) receipt by the Administrative AgentAgent of 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 in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party), including receipt of consent from (i) of this Amendment from each Extending Bank, (ii) each Non-Extending Bank and (iii) the Borrower, each Guarantor and Required Banks under the Majority LendersExisting Credit Agreement; (b) receipt by the Administrative Agent shall have received of an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit F to the Existing Credit Agreement, provided that an enforceability opinion under New York law, that is reasonably acceptable to the Administrative Agent, shall be furnished by the Borrower’s New York counsel, Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ US LLP, as counsel subject to the Credit Partiescustomary assumptions, in a form reasonably satisfactory to the Administrative Agentqualifications and limitations; (c) receipt by the proceeds Administrative Agent of a certificate signed by any one of the First Lien Second Out Junior Indebtedness incurred pursuant Chief Financial Officer, the Chief Executive Officer, the Treasurer, an Assistant Secretary Treasurer, the Controller or the Vice President, Capital Markets Relations of the Borrower to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of that the conditions set forth in this clauses (c) through (g), inclusive, of Section 7.2 is 3.03 of the Amended Credit Agreement have been satisfied (as of the “Second Amendment Effective Date”): Date and, in the case of clauses (ac), (d) and (g), setting forth in reasonable detail the Waiver Effective Date shall have occurredcalculations required to establish such compliance; (bd) receipt by the Administrative Agent of a certificate of an officer of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices and filings required or advisable in connection with this Amendment are in full force and effect, and the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form evidence thereof reasonably satisfactory to the Administrative Agentit; (ce) receipt by the Administrative Agent shall have received duly executed counterparts and the Syndication Agent (or their respective permitted assigns) and by each Bank Party of all fees, including such fees that are owed to each Non-Extending Bank, required to be paid in such number as may the respective amounts heretofore mutually agreed in writing, and all expenses required to be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 reimbursed pursuant to the terms of Section 4.2(athe Existing Credit Agreement and for which invoices have been presented, at least one (1) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition business day prior to the occurrence of the Second Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to receipt by the Administrative Agent for and the account Banks of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees documentation and other amounts due information required by regulatory authorities under applicable “know your customer” and payable on or prior to anti-money laundering rules and regulations, including, without limitation, the Amendment Effective Date, including all reasonable outUSA PATRIOT Act (Title III of Pub. L. 107-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement56; and (g) no Default or Event receipt by the Administrative Agent of Default shall have occurred and be continuing as all documents the Administrative Agent may reasonably request relating to the existence of the date hereofBorrower, after giving effect the corporate authority for and the validity of this Amendment all in form and substance reasonably satisfactory to the terms Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Bank Parties of this Amendment; provided, that upon the Second Amendment Effective Date, the terms of Section 2.5 hereof and such notice shall be deemed to be effective as of the Third Amendment Effective Dateconclusive and binding on all parties hereto.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each as of the conditions set forth in this Section 7.1 is satisfied date first above written (the “Waiver Second Amendment Effective Date”):) when: (a) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from that, when taken together, bear the signatures of the Borrower, each Guarantor and of the other Loan Parties, the Consenting Lenders (provided that such Lenders constitute the Majority in Interest of the Initial Term Loans) and each of the New Lenders; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions representations and warranties set forth in this Section 7.2 is satisfied 4 hereof shall be true and correct in all material respects (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion or, if qualified by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Partiesmateriality, in a form reasonably satisfactory to the Administrative Agentall respects); (c) the Administrative Agent shall have received duly executed counterparts documents and certificates of the Borrower and the other Loan Parties certifying that the representations and warranties set forth in Section 4 hereof are true and correct in all material respects (or, if qualified by materiality, in such number as may be requested by all respects), all in form and substance reasonably satisfactory to the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower New Lenders shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant received, at least five (5) Business Days prior to the terms of Section 4.2(aSecond Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, in each case as requested at least ten (10) of Business Days prior to the Credit AgreementSecond Amendment Effective Date; (e) the initial prepayment Administrative Agent shall have received all documentation required by Section 12.6 of the Term Loans on Credit Agreement (if any), executed by the Early Settlement Date described in Recital G hereof shall be a concurrent condition parties thereto (to the occurrence of the Amendment Effective Dateextent applicable); (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent Agent, for the account of each the Existing Lenders, the premium required pursuant to Section 5.1(b) of the Revolving Lenders and Term Loan Lenders Credit Agreement (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on immediately prior to the Second Amendment Effective Date) (if any), accrued and unpaid interest and fees through but excluding the Second Amendment Effective Date and (ii) to and, for the extent invoicedaccount of the Non-Consenting Lenders only, all fees and any other amounts due and payable on or prior in connection with this Amendment pursuant to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under Section 2.11 of the Credit Agreement, in each case without duplication of amounts required by Section 2(b) hereof; and (g) no Default or Event of Default the Administrative Agent shall have occurred received payment of all fees and expenses for which invoices have been presented that are required to be continuing as of paid or reimbursed by the Borrower or any other Loan Party under or in connection with this Amendment, including those expenses set forth in Section 9 hereof in each case, to the extent invoiced at least three Business Days prior to the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Date.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections as of the date (the “Refinancing Amendment No. 1 Effective Date,” which date is February 4, 5 and 6 hereof on the first date 2021) on which each of the following conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”):shall have been satisfied: (a) the Administrative Agent shall have received duly executed received: (i) counterparts of this Amendment that, when taken together, bear the signatures of (in such number as may be requested by i) Holdings, (ii) the Borrower, (iii) each Subsidiary Guarantor, (iv) the 2021 Refinancing Term Lender and (v) the Administrative Agent; and (ii) of this Amendment executed Lender Consents from the Borrower, each Guarantor Cashless Term Lender and the Majority Lenders;each Assignment Term Lender. (b) the Administrative Agent shall have received (i) certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, resolutions or other action, organizational documents (or a certification that there has been no change in organizational documents since the date previously delivered to the Administrative Agent), incumbency certificates and/or other certificates of Responsible Officers of each Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and (ii) a solvency certificate from the chief financial officer of the Borrower (after giving effect to the transactions contemplated under this Amendment) substantially in the form attached to the Credit Agreement as Exhibit I (including such modifications thereto as agreed by the Borrower and the Administrative Agent); (c) the Administrative Agent shall have received an opinion from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Loan Parties; (d) the Administrative Agent shall have received a Committed Loan Notice with respect to the 2021 Refinancing Term Loans; (e) the representations and warranties in Section 4(a) hereof shall be true and correct as of the Refinancing Amendment No. 1 Effective Date, and the Administrative Agent shall have received a certificate, dated as of the Refinancing Amendment No. 1 Effective Date and signed by ▇a Responsible Officer of the Borrower, certifying as to the foregoing; (f) no Default or Event of Default shall have occurred and be continuing immediately prior to and after giving effect to the borrowing of the 2021 Refinancing Term Loans on the Refinancing Amendment No. 1 Effective Date; (g) upon the reasonable request of the 2021 Refinancing Term Lender made at least ten (10) days prior to the Refinancing Amendment No. 1 Effective Date, the Borrower shall have provided to the 2021 Refinancing Term Lender (i) the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act and (ii) if the Borrower that qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to such Borrower, in each case at least three (3) days prior to the Refinancing Amendment No. 1 Effective Date; (h) (i) BofA Securities, Inc., as lead arranger in connection with the Amendment, shall have received (or substantially concurrent with the initial funding of the 2021 Refinancing Term Loans on the Refinancing Amendment No. 1 Effective Date, will receive) all fees and expenses required to be paid to it by the Borrower as separately agreed in writing in connection with this Amendment and (ii) the Administrative Agent shall have received (or substantially concurrent with the initial funding of the 2021 Refinancing Term Loans on the Refinancing Amendment No. 1 Effective Date, will receive) all expenses required to be reimbursed or paid by the Borrower on or prior to the Refinancing Amendment No. 1 Effective Date hereunder or under any other Loan Document, to the extent invoiced in reasonable detail on or prior to the date that the Committed Loan Notice is delivered (except as otherwise reasonably agreed to by the Borrower) (including the legal fees and expenses of Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account); and (di) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the The Borrower shall have permanently reduced paid or caused to be paid (or substantially concurrent with the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) initial funding of the Credit Agreement; (e) the initial prepayment of the 2021 Refinancing Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Refinancing Amendment No. 1 Effective Date; (f, shall pay or cause to be paid) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the ratable account of each of the Revolving Lenders holding Specified Loans all accrued and Term Loan Lenders (including JPMorgan Chase Bankunpaid interest on such Specified Loans to, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Datebut not including, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Refinancing Amendment No. 1 Effective Date.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each of the conditions set forth in this Section 7.1 is satisfied (the “Waiver Incremental Amendment No. 2 Effective Date”):) when: (a) the Administrative Agent Company, the Lenders party hereto, which constitute Required Lenders under the Credit Agreement on the Incremental Amendment No. 2 Effective Date, and each 2024-1 Incremental Lender shall have received duly executed counterparts (in such number from the Company, each Lender party hereto and the 2024-1 Incremental Lender as may be requested by of the Administrative Agent) date hereof a counterpart of this Amendment from the Borrower, each Guarantor and the Majority Lenderssigned on behalf of such party; (b) the Administrative Agent 2024-1 Incremental Term Lenders shall have received an a customary written opinion by ▇▇▇▇▇▇▇▇ (addressed to the 2024-1 Incremental Term Lenders) of Simpson, Thacher & ▇▇▇▇▇▇▇▇ LLP, special New York counsel for the Company and its Subsidiaries, (A) dated as counsel to of the Credit Parties, Incremental Amendment No.2 Effective Date and (B) in a form and substance reasonably satisfactory to the Administrative Agent2024-1 Incremental Term Lenders. The Company hereby requests such counsel to deliver such opinions; (c) the proceeds 2024-1 Incremental Term Lenders shall have received such documents and certificates as the 2024-1 Incremental Term Lenders or its counsel may reasonably request relating to the organization, existence and good standing of the First Lien Second Out Junior Indebtedness incurred pursuant Company, the authorization of the Amendment and the transactions contemplated hereby and any other legal matters relating to the First Lien Second Out Credit Agreement contemporaneously with Company, the effectiveness of Sections 4Loan Documents or the Amendment, 5 all in form and 6 hereof comprise an amount not less than $500,000,000 substance reasonably satisfactory to the 2024-Incremental Term Lenders and are funded into the Escrow Accountits counsel; and (d) no Default or Event of Default the 2024-1 Incremental Term Lenders shall have occurred and be continuing received an executed copy of that certain Warrantholders’ Agreement, dated as of the date hereof, after giving effect to by and among the terms of this AmendmentCompany and the other parties thereto. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Date.

Effectiveness. 7.1 This (a) Except as set forth in Section 37(b) below, this Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on (the first date on which "Amendment No. 8 Effective Date") upon the satisfaction of each of the conditions set forth following conditions, in this Section 7.1 is satisfied (each case in a manner satisfactory to, and in form and substance satisfactory to, the “Waiver Effective Date”):Agent on or before September 13, 2002: (ai) This Amendment shall have been duly executed and delivered by each of the Administrative Borrower, the Guarantors, the Agent and the requisite Banks and shall be in full force and effect. (ii) The SPV Pledge Agreement shall have been duly executed, in full force and effect and delivered by the Borrower, together with (A) all trust certificates or other certificates evidencing the Borrower'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. (iii) The Agent shall have received duly executed counterparts (A) evidence of the effectiveness of an amendment to the Financial Agreement, in such number as may be requested form and substance satisfactory to the Agent, together with all requisite consents, in form and substance satisfactory to the Agent, from the Financial Banks, including without limitation consent for the $5,000,000 capital contribution by the Administrative AgentParent to Freshstart Venture Capital Corp and (B) evidence of this the waiver of any defaults existing immediately prior to the Amendment from No. 8 Effective Date under the Borrower, each Guarantor and the Majority Lenders;Financial Agreement. (biv) the Administrative The Agent shall have received (A) evidence of the effectiveness of an opinion by ▇amendment to the Note Purchase Agreements, in form and substance satisfactory to the Agent, and (B) evidence of the waiver of any defaults existing immediately prior to the Amendment No. 8 Effective Date under the Note Purchase Agreements, each in form and substance satisfactory to the Agent. (v) The Agent shall have received copies of all of the documentation executed and delivered in connection with the ▇▇▇▇▇▇▇ & ▇▇▇▇▇ Facility, together with satisfactory evidence of consummation of the ▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably ▇▇▇▇▇ Facility upon terms and conditions satisfactory to the Administrative Agent;Agent and the Senior Note Holders. (cvi) The Agent shall have received a payment of not less than $99,000,000 from the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as consummation of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPFacility and cash on hand of the Borrower, as counsel which payment (A) when added to the Credit Parties, in a form reasonably satisfactory proceeds to be received on account of the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agenttransaction permitted pursuant to Section 8.11(i)(e)(2) of the Omnibus Amendment from the Borrower Loan Agreement, shall total no less than $104,000,000 and each Guarantor; (dB) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant be applied to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the repay outstanding Term Loans on and the Early Settlement Date described in Recital G hereof shall be a concurrent condition to principal amounts outstanding under the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase BankSenior Notes, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 one hundred percent (100%) of such payment, with such payment being allocated among the Banks, the Agent and the Senior Note Holders on a pro rata basis points on each such Revolving Lender’s Revolving Commitment in accordance with the provisions of Section 5 of the Intercreditor Agreement. (vii) The Agent shall have received, for the pro rata account of the Banks, all accrued and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect unpaid interest on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or principal amount of Loans outstanding immediately prior to the Amendment No. 8 Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by Date at the Borrower under rate set forth in Section 2.6 of the Credit Loan Agreement; and. (gviii) no Default or Event of Default The Agent shall have occurred and be continuing received, for the pro rata account of each Bank, amendment fees equal to, in the case of each Bank, 0.25% multiplied by such Bank's Percentage of the principal amount of Term Loans outstanding as of the date hereof, hereof (after giving effect to the terms of this Amendment; provided, that upon Principal Payment required on the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Date.No. 8

Effectiveness. 7.1 This Section 1.02 of this Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on as of the first date on which each of the conditions set forth in this Section 7.1 is satisfied (the “Waiver Fourth Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived by the Administrative Agent and each Lender): (a) the The Administrative Agent shall have (or its counsel) has received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from executed by (i) the Borrower, each Guarantor Borrowers and (ii) the Majority Extending Lenders; (b) the The Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Partiesreceived, in a form reasonably satisfactory to immediately available funds, payment or reimbursement of all costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent; (c) The Administrative Agent shall have received, for the proceeds account of each Extending Lender that has executed and delivered a signature page to this Amendment at or prior to 3:00 P.M. (New York time) on February 7, 2025, an extension consent fee, in an amount equal to 0.03% of the First Lien Second Out Junior Indebtedness incurred pursuant to amount of the First Lien Second Out aggregate Commitments under the Credit Agreement contemporaneously with held by such Extending Lender on the effectiveness of Sections 4date hereof, 5 which extension consent fee shall be earned, due and 6 hereof comprise an amount not less than $500,000,000 and are funded into payable on the Escrow AccountFourth Amendment Effective Date; and (d) no Default or Event The representations and warranties contained in Article V (Representations and Warranties) of Default shall have occurred the Credit Agreement are correct in all material respects (except any representations and be continuing warranties that are qualified by materiality, which are true and correct in all respects) as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 as though made on and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect other than any such representations or warranties that, by their terms, refer to a different date, which shall be true and correct as of such earlier date. The Administrative Agent shall notify the terms Company and the Lenders of this Amendment; provided, that upon the Fourth Amendment Effective Date, the terms of Section 2.5 hereof Date and such notice shall be deemed to be effective as of the Third Amendment Effective Dateconclusive and binding.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each as of the conditions set forth in date hereof at such time as (i) executed counterparts of this Section 7.1 is satisfied Amendment have been delivered by each party hereto to the other parties hereto and (the “Waiver Effective Date”): (aii) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by each of the Administrative Agent) of this Amendment from the Borrowerfollowing, each Guarantor in form and the Majority Lenders; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably substance satisfactory to the Administrative Agent;: (c) 6.1 Favorable opinions of counsel for the proceeds of Seller and the First Lien Second Out Junior Indebtedness incurred pursuant Collection Agent, in each case in form and substance satisfactory to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to such matters as the Administrative Agent or the Purchasers or Secondary Purchasers may reasonably request. 6.2 An executed copy of the Third Omnibus Amendment to the Credit PartiesTransfer Agreements and executed copies, in a form reasonably and substance satisfactory to the Administrative Agent; (c) , of all documents listed therein as conditions precedent to the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) effectiveness of the Third Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement;Transfer Agreements. (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition 6.3 A certificate as to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account good standing of each of the Revolving Lenders Seller and Term Loan Lenders (including JPMorgan Chase Bankthe Collection Agent from the Secretary of State or other appropriate official of the state of its organization, N.in each case, dated as of a recent date. A.) who has consented 6.4 Certificates of the Secretary or Assistant Secretary of the Seller and the Collection Agent certifying the names and true signatures of their respective officers authorized to sign this Amendment and the other documents to be delivered by submitting its signature page on them hereunder, evidence of authorization of the transactions contemplated hereby and certifying that such entity’s certificate or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect articles of incorporation or constitutive documents have not been amended since the date of the last amendment thereto shown on the Amendment Effective Date and (ii) certificate of good standing furnished pursuant to Section 6.3 above. 6.5 An executed amendment to the extent invoicedFee Letter. 6.6 Evidence that the Seller has paid all fees, all fees costs, expenses and other amounts due and payable on or prior owing by the Seller to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective DateAdministrative Agent, the terms of Section 2.5 hereof shall be deemed to be effective as of Purchasers and the Third Amendment Effective DateSecondary Purchasers.

Effectiveness. 7.1 This Incremental Amendment shall become effective only with respect to Sections 4be legal, 5 valid and 6 hereof binding on the first date on or before April 17, 2018, on which each of the following conditions set forth in this Section 7.1 is precedent are satisfied (the date of such satisfaction, the “Waiver 2018 Incremental Effective Date”): (a) the The Administrative Agent shall have received duly executed counterparts (in such number as may be requested by each of the Administrative Agent) of this Amendment from the Borrowerfollowing, each Guarantor in form and the Majority Lenders; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form substance reasonably satisfactory to the Administrative Agent: (i) counterparts of this Incremental Amendment duly executed by the Borrower, the Administrative Agent and the 2018 Incremental Term Loan Lenders and acknowledged by each Guarantor; (cii) duly executed Term Notes, to the proceeds extent requested by any 2018 Incremental Term Loan Lender; (iii) a Joinder Agreement to the Security Agreement (substantially in the form of Exhibit 3 to the Security Agreement) duly executed by SingleHop; (iv) a counterpart to the Intercompany Note duly executed by SingleHop and an endorsement to the Intercompany Note (undated and endorsed in blank) in the form attached thereto, endorsed by SingleHop; (v) a borrowing notice in accordance with Section 2.03 of the First Lien Second Out Junior Indebtedness incurred Credit Agreement; (i) Borrower is in compliance, on a Pro Forma Basis, with each of the financial covenants specified in Section 6.10 of the Credit Agreement on the 2018 Incremental Effective Date and as of the last day of the most recently ended fiscal quarter after giving effect to the transactions contemplated hereby (assuming, for purposes of Section 6.10 of the Credit Agreement, that the maximum Total Net Leverage Ratio permitted in any Test Period pursuant to Section 6.10(a) of the First Lien Second Out Credit Agreement contemporaneously with is 0.25 to 1.00 below the effectiveness maximum Total Net Leverage Ratio set forth in Section 6.10(a) of Sections 4the Credit Agreement for such Test Period), 5 (ii) all Specified Purchase Agreement Representations are true and 6 hereof comprise correct, (iii) all Specified Representations are true and correct in all material respects on and as of the 2018 Incremental Effective Date, except to the extent that such Specified Representations specifically refer to an amount not less than $500,000,000 earlier date, in which case such Specified Representations are true and correct in all material respects as of such earlier date (provided that any Specified Representation that is qualified as to “materiality”, “material adverse effect” or similar language are funded into the Escrow Account; and true and correct in all respects (dafter giving effect to any such qualification therein)), (iv) no Default or Event of Default shall have occurred and be continuing as on the date of the date hereofSingleHop Acquisition Agreement, immediately prior to and immediately after giving effect to the terms of this Amendment. 7.2 This Amendment execution and delivery thereof, (other than Sections 4v) SingleHop shall have become, 5 and 6 hereof) shall become effective or will contemporaneously on the first date on which 2018 Incremental Effective Date become, a wholly-owned subsidiary of the Borrower in accordance with applicable law and the SingleHop Acquisition Agreement, (vi) immediately after giving effect to the Required Amendment, the SingleHop Acquisition constituted a permitted Investment under Section 6.04(l) of the Credit Agreement and (vii) the SingleHop Acquisition complies with the requirements of the definition of “Permitted Acquisition” set forth in the Credit Agreement, and the Borrower shall have delivered an Officers’ Certificate dated as of the 2018 Incremental Effective Date certifying that each of the forgoing conditions set forth (which shall include financial covenant calculations in this Section 7.2 is satisfied (the “Amendment Effective Date”): (areasonable detail) the Waiver Effective Date shall have occurredbeen satisfied; (bvii) with respect to the Borrower and SingleHop, a certificate of the secretary or assistant secretary of such entity dated as of the 2018 Incremental Effective Date, certifying (i) that attached thereto is a true and complete copy of each organizational document of such entity certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its incorporation or organization, as the case may be, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, managers, or other applicable governing body of such entity authorizing the execution, delivery and performance of the documents executed in connection with the Incremental Amendment and (iii) as to the incumbency and specimen signature of each officer executing any documents delivered in connection with this Incremental Amendment on behalf of such entity; (viii) a certificate from the chief financial officer of the Borrower certifying that the Borrower and its subsidiaries on a consolidated basis immediately after giving effect to the transactions contemplated hereby are solvent; (ix) a UCC financing statement naming SingleHop as debtor in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office, as applicable, and such other documents under applicable jurisdictions as may be necessary or appropriate or, in the opinion of the Administrative Agent shall have received an opinion Agent, desirable to perfect the liens granted by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to SingleHop in favor of the Credit Parties, in a form reasonably satisfactory to the Administrative Collateral Agent; (cx) a favorable written opinion of Jenner & Block LLP as special counsel to the Borrower addressed to each Lender and the Administrative Agent shall have received duly executed counterparts and dated as of the 2018 Incremental Effective Date; and (in xi) such number other documents, instruments, agreements, certificates, or information as may be reasonably requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Date.

Effectiveness. 7.1 (a) This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on as of the first date (the “Third Amendment Effective Date”) on which each of the following conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”):shall have been satisfied: (ai) the The Administrative Agent shall have received duly this Amendment executed counterparts (in such number as may be requested and delivered by the Administrative Agent) of this Amendment from , the BorrowerCanadian Administrative Agent, the Parent, the Company, each Guarantor and of the other Borrowers listed on Schedule V hereto, the Lenders party to the Existing Credit Agreement constituting the “Majority Lenders;” thereunder and each Lender which has an increased Commitment under the Amended Credit Agreement (or, in the case of any Lender, a lender addendum in a form specified by the Administrative Agent). (bii) the The Administrative Agent shall have received an opinion opinion, dated the Third Amendment Effective Date of (a) ▇▇▇▇▇▇▇▇ & Worcester LLP, special New York counsel to the Obligors, and (b) of Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special British Columbia counsel to the Canadian Borrowers, in each case covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent. (iii) The Administrative Agent shall have received certified copies of the charter and by laws (or equivalent documents) of each Obligor and of all corporate authority for each Obligor (including, without limitation, board of director resolutions and evidence of the incumbency, including specimen signatures, of officers) with respect to the execution, delivery and performance of such of the Basic Documents to which such Obligor is intended to be a party and each other document to be delivered by such Obligor from time to time in connection herewith and the extensions of credit hereunder (and the Administrative Agent and each Lender may conclusively rely on such certificate until it receives notice in writing from such Obligor to the contrary). (iv) The Administrative Agent shall have received a certificate, dated the Third Amendment Effective Date, of a senior officer of the Company to the effect set forth in the first sentence of Section 7.02 of the Amended Credit Agreement. (a) The Administrative Agent shall have received each of the amendments, restatements and reaffirmations required in connection with Section 4 of this Amendment, in each case executed and delivered by an authorized officer of each Obligor, in form and substance reasonably satisfactory to the Administrative Agent, and (b) the Obligors shall have taken all actions reasonably requested by the Administrative Agent to ensure the continued perfection of the security interests in the Collateral (as defined in the Security Documents). (vi) The Company shall have paid in full, or substantially concurrently with the satisfaction of the other conditions precedent set forth in this Section 6 shall pay in full (i) all of the outstanding Initial Term Loans, (ii) all accrued and unpaid fees and interest with respect to the Initial Term Loans and (iii) to the extent invoiced, any amounts payable pursuant to Section 6.05 of the Existing Credit Agreement. (vii) The Administrative Agent shall have received evidence of payment by the Borrowers of such fees as the Borrowers shall have agreed to pay or deliver to any Arrangers, Lender or the Administrative Agent or the Canadian Administrative Agent in connection herewith, including, without limitation, the reasonable fees and expenses of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as special New York counsel to the Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Amendment, the Amended Credit PartiesAgreement and any related documents or agreements (to the extent that statements for such fees and expenses have been delivered to the Company). (viii) The Revolving Lenders shall have received (i) audited consolidated financial statements of the Parent and its Subsidiaries for fiscal years 2010, in a form 2011 and 2012 and (ii) the most recently published unaudited interim consolidated financial statements of the Parent and its Subsidiaries for each fiscal quarterly period ended subsequent to the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph, and such financial statements shall be reasonably satisfactory to the Administrative Agent;. (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (dix) no Default or Event of Default shall have occurred and be continuing continuing. (x) the representations and warranties made by each of Borrowers and the Subsidiary Guarantors in each Basic Document to which it is a party shall be true on and as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions making of any Loan or issuance of any Letter of Credit, with the same force and effect as if made on and as of such date; provided that the representations and warranties set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) 8.10 of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Amended Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall Agreement need be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective true only as of the Third Amendment Effective DateDate (except to the extent such representations and warranties relate to an earlier date, in which event they shall be true on and as of such earlier date). (xi) The Borrowers shall have delivered all documentation and information as is reasonably requested in writing by the Revolving Lenders at least three days prior to the anticipated Third Amendment Effective Date required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Act. (b) The Administrative Agent shall notify the Borrowers and the Lenders of the Third Amendment Effective Date and such notice shall be conclusive and binding.

Effectiveness. 7.1 This Third Term Loan Extension Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on as of the first date (the “Third Term Loan Extension Amendment Effective Date”) on which each of the following conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”):shall have been satisfied: (a) the Administrative Agent (or its counsel) shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Third Term Loan Extension Amendment from that, when taken together, bear the signatures of (i) Holdings, (ii) the Borrower, (iii) each other Guarantor (iv) the Administrative Agent and the Majority Lenders(v) each Extending Lender; (b) the Administrative Agent shall have received an opinion a certificate signed by a Responsible Officer of the Borrower certifying that the condition set forth in clause (f) below has been satisfied on or as of the Third Term Loan Extension Amendment Effective; (c) [reserved]; (d) the Administrative Agent shall have received a certificate from the chief financial officer of the Borrower substantially in the form of the certificate delivered pursuant to Section 4.01(a)(vi) to the Credit Agreement (with appropriate modifications to reflect the consummation of the transactions contemplated by this Third Term Loan Extension Amendment on the Third Term Loan Extension Amendment Effective Date) attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) after giving effect to this Third Term Loan Extension Amendment and the transactions contemplated hereby; (e) the Administrative Agent shall have received such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party and the authorization of this Third Term Loan Extension Amendment and amendment of the Credit Agreement and the other transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent; (f) all of the conditions specified in Section 2.16 of the Credit Agreement with respect to the establishment of the 2024 Term B-1 Loans shall have been satisfied; (g) the Administrative Agent shall have received favorable customary legal opinions of (i) Young ▇▇▇▇▇▇▇ Stargatt & ▇▇▇▇▇▇ LLP, Delaware counsel to the Loan Parties and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as New York counsel to the Credit Loan Parties, in a each case, as to any matter reasonably requested by the Administrative Agent, addressed to each Lender party hereto and the Administrative Agent, dated the Third Term Loan Extension Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, which the Loan Parties hereby request such counsel to deliver; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (dh) no Default or Event of Default shall have occurred and be continuing exists as of the date hereofThird Term Loan Extension Amendment Effective Date, both before and immediately after giving effect to this Third Term Loan Extension Amendment and the terms transactions contemplated hereby; (i) all of this Amendment. 7.2 This Amendment (other than Sections 4, 5 the representations and 6 hereof) shall become effective on warranties of the first date on which Borrower and each of the conditions other Loan Parties set forth in Article V of the Credit Agreement and in the other Loan Documents (including this Section 7.2 is satisfied (Third Term Loan Extension Amendment) are true and correct in all material respects on and as of the “Third Term Loan Extension Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct in all material respects as of such earlier date; provided that any representation or warranty that is qualified as to “materiality”): , “Material Adverse Effect” or similar language is true and correct (aafter giving effect to any qualification therein) the Waiver Effective Date shall have occurredin all respects on such respective dates; (bj) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to and the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) arrangers of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and this Third Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan CommitmentExtension Amendment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, shall have received payment of all fees and other amounts due and payable on or prior to the Third Term Loan Extension Amendment Effective DateDate and, including to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document, including the Credit Agreementreasonable fees, charges and disbursements of counsel for the Administrative Agent; and (gi) no Default or Event of Default The Administrative Agent shall have occurred and be continuing as received, no later than three (3) Business Days in advance of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Third Term Loan Extension Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the terms of Section 2.5 hereof shall be deemed to be effective as PATRIOT Act and 31 CFR § 1010.230, that has been reasonably requested by the Extending Lenders through the Administrative Agent at least ten (10) Business Days in advance of the Third Amendment Effective Date.Term

Effectiveness. 7.1 This Amendment Agreement shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each upon satisfaction of the following conditions set forth in this Section 7.1 is satisfied precedent (the “Waiver Effective Date”): (a) the Administrative Agent shall have received duly executed counterparts (in date of such number as may be requested by the Administrative Agent) of this Amendment from the Borrowereffectiveness, each Guarantor and the Majority Lenders; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “First Amendment Effective Date”): (a) the Waiver Effective Date Administrative Agent and each Lender shall have occurredreceived each of the following documents, duly executed, in each case, in form and substance reasonably satisfactory to Administrative Agent and each of the Lenders: i. d▇▇▇ executed counterparts of this Agreement and the other Margin Loan Documentation; (bA) the Administrative Agent shall have received an opinion by a certificate of B▇▇▇▇▇▇▇▇ & , dated as of the First Amendment Effective Date and executed by its respective Authorized Representative, which shall (1) certify the resolutions authorizing the execution, delivery and performance of the Margin Loan Documentation to which it is a party and the Transactions to be consummated by it on such date and (2) contain appropriate attachments, including its Organization Documents and the engagement letter(s) for, or other reasonably satisfactory evidence of the engagement of, an independent director for B▇▇▇▇▇▇▇▇ LLP, as counsel and (B) a long form good standing certificate for Borrower from its jurisdiction of organization; iii. a favorable opinion of B▇▇▇▇▇▇▇’s counsel, addressed to the Credit PartiesAdministrative Agent and L▇▇▇▇▇▇, in a form and substance reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number and each Lender, dated as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the First Amendment Effective Date; iv. the results of a recent Lien and judgment search in the jurisdiction of organization of B▇▇▇▇▇▇▇, and each such search shall reveal no Liens on any of the assets of, or judgments against, Borrower, except for Permitted Liens; v. proper financing statements (fForm UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Security Agreements with respect to the Additional Lenders; and vi. any information or documentation reasonably requested by any Lender pursuant to ‎Section 10.15 of the Margin Loan Agreement. (b) On or prior to the First Amendment Effective Date, the Collateral Accounts for the Lenders (including the Additional Lenders) shall have been established by Borrower; Borrower shall have executed and delivered all account opening documentation required by Custodian; 83,074,858 Units and an equivalent number of Class B Shares constituting Acceptable Collateral shall have been pledged under the Security Agreements in favor of each Applicable Lender on a Pro Rata Basis; such Class B Shares and Units shall be free from all Transfer Restrictions (other than Existing Transfer Restrictions) and Restrictive Conditions (other than Existing Restrictive Conditions); and the Collateral Requirement shall have been satisfied in all material respects. (c) All reasonable and documented out-of-pocket fees or expenses required to be paid under the Margin Loan Documentation on or before the First Amendment Effective Date, including counsel fees invoiced at least one Business Day prior to such date, shall have been paid on or before such date. (d) Each of the representations and warranties contained in the Margin Loan Documentation shall be true and correct in all material respects (unless any such representation or warranty is qualified as to materiality, in which case it shall be true and correct in all respects) on and as of the First Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such date (unless any such representation or warranty is qualified as to materiality, in which case it shall be true and correct in all respects as of such date). (e) No Mandatory Prepayment Event shall have occurred that has not been cured or waived, and no Default, Event of Default, Collateral Shortfall or Adjustment Determination Period shall have occurred and be continuing, in each case on the First Amendment Effective Date. (i) an amendment fee payable Each Lender shall have received, at least three Business Days prior to the Administrative Agent for First Amendment Effective Date, all documentation and other information regarding Borrower reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the account of each of Act, to the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented extent requested in writing at least 10 days prior to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the First Amendment Effective Date and (ii) to the extent invoicedBorrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, all fees and other amounts due and payable on or at least three Business Days prior to the First Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereofif any Lender has requested, after giving effect in a written notice at least 10 days prior to the terms of this Amendment; provided, that upon the First Amendment Effective Date, the terms of Section 2.5 hereof a Beneficial Ownership Certification, each Lender shall be deemed to be effective as of the Third Amendment Effective Datehave received such Beneficial Ownership Certification.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each of the conditions set forth in this Section 7.1 is satisfied (such date, the “Waiver Amendment No. 2 Effective Date”):) that the following conditions have been satisfied: (ai) The Administrative Agent and the Administrative Revolver Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment signature pages hereto from the Borrowereach Loan Party, each Guarantor Incremental Revolving Lender, each Incremental L/C Issuer, and the Majority Lenderseach other Revolving Credit Lender and L/C Issuer; (bii) Each of the representations and warranties contained in Section 2 hereof shall be true and correct in all material respects on and as of the Amendment No. 2 Effective Date; (iii) The Administrative Agent and the Revolver Agent shall have received (A) (i) a recently dated certificate as to the good standing of the Borrower under the laws of its jurisdiction of incorporation, and (ii) a certificate of the secretary or assistant secretary of the Borrower certifying (x) that attached thereto are true and complete copies of (1) the certificate of incorporation, certificate of formation or equivalent formation document of the Borrower, and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, (2) the bylaws, operation agreement, limited liability company agreement or equivalent document of the Borrower as in effect on the Amendment No. 2 Effective Date, and (3) the resolutions of the board of directors (or other appropriate governing body) of the Borrower, authorizing the Incremental Increase and Incremental L/C Increase hereunder, the execution, delivery and performance of this Amendment and the other Loan Documents to which the Borrower is contemplated to be a party, and (y) as to the incumbency and genuineness of the signature of each officer of the Borrower executing Loan Documents; (B) an opinion by from (i) Milbank LLP, special New York counsel to the Loan Parties, addressed to the Agents and the Lenders on the Amendment No. 2 Effective Date and (ii) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., general counsel to the Loan Parties, addressed to the Agents and the Lenders on the Amendment No. 2 Effective Date; (C) a customary certificate from a Responsible Officer of the Borrower certifying satisfaction of the conditions precedent set forth in clause (ii) above and (D) reasonably satisfactory results of recent UCC, tax and judgment Lien searches with respect to each Loan Party; (iv) JPMCB, as arranger for this Amendment (the “Arranger”) shall have received all reasonable and documented out-of-pocket expenses (including the reasonable fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to for the Administrative Agent, the Revolver Agent and the Arranger) required to be paid or reimbursed for which invoices have been presented a reasonable period of time prior to the Amendment No. 2 Effective Date shall have been paid; (cv) The Borrower shall have paid all fees and accrued and unpaid interest on all outstanding Revolving Credit Loans and Letters of Credit; (vi) To the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant extent any Revolving Credit Loans are outstanding immediately prior to the First Lien Second Out Credit Agreement contemporaneously Amendment No. 2 Effective Date, each Incremental Revolving Lender shall make (or concurrently with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into this Amendment shall make) available to the Escrow Account; and (d) no Default or Event Revolver Agent such amounts as required to cause each Revolving Credit Lender’s portion of Default shall have occurred and be continuing as any outstanding Revolving Credit Loans to equal its revised Applicable Percentage of the date hereof, such outstanding Revolving Credit Loans immediately after giving effect to this Amendment in accordance with the terms penultimate sentence in Section 2.14(d) of this Amendment. 7.2 This Amendment (other than Sections 4, 5 the Credit Agreement and 6 hereof) the Borrower shall become effective have paid accrued interest on any such Revolving Credit Loans and in connection therewith any amounts owing under Section 3.05 under the first date on which each Credit Agreement. For purposes of determining whether the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall 3 have occurred; (b) the Administrative Agent shall have received an opinion been satisfied, by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting releasing its signature page on or before 5:00 pm Houston time on Thursdayhereto, August 4, 2016 in an amount equal to 25 basis points on each such Required Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof Lender party hereto shall be deemed to have consented to, approved, accepted or be effective as of the Third Amendment Effective Datesatisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, such Required Revolving Credit Lender.

Effectiveness. 7.1 This Amendment Agreement shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each as of the conditions set forth in this Section 7.1 is satisfied date (the “Waiver Restatement Effective Date”):) on which the following conditions shall be satisfied: (a) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from Agreement that, when taken together, bear the signatures of the Borrower, Parent, each Guarantor and other Guarantor, the Majority LendersLenders and each Extending Term Lender; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ received, on behalf of itself, the Lenders and the Issuing Bank, favorable legal opinions of Linklaters LLP, as counsel to the Credit PartiesBorrower, under the laws of the State of New York, the State of Delaware and France, dated the Restatement Effective Date and in a form and substance reasonably satisfactory to the Administrative Agent, and the Borrower hereby requests such counsel to deliver such opinions; (c) all legal matters incident to this Agreement, the proceeds Borrowings and extensions of credit hereunder and under the First Lien Second Out Junior Indebtedness incurred pursuant other Finance Documents shall be reasonably satisfactory to the First Lien Second Out Credit Agreement contemporaneously with Administrative Agent and the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; andMajority Lenders party hereto; (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion (i) a copy of the certificate or articles of incorporation, including all amendments thereto, of each of Parent and the Borrower, certified as of a recent date by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPthe Secretary of State of the state of its organization (or the reasonable equivalent thereof, in the case of Parent), and a certificate as to the good standing of each of Parent and the Borrower as of a recent date, from such Secretary of State (or the reasonable equivalent thereof, if any, in the case of Parent); (ii) a certificate of the secretary, assistant secretary or other Responsible Officer of each of Parent and the Borrower dated the Restatement Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or the reasonable equivalent thereof, in the case of Parent) of Parent or the Borrower, as counsel applicable, as in effect on the Restatement Effective Date and at all times since a date prior to the Credit Partiesdate of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of Parent or the Borrower, as applicable, authorizing the execution, delivery and performance of the Finance Documents to which such person is a party and, in a form reasonably satisfactory the case of the Borrower, the entry into of this Agreement and the borrowings under the Restated Credit Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or the reasonable equivalent thereof, in the case of Parent) of the Borrower or Parent, as applicable, have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each Responsible Officer or other authorized agent and attorney-in-fact executing any Finance Document or any other document delivered in connection herewith on behalf of the Borrower or Parent, as applicable; (iii) a certificate of another Responsible Officer as to the incumbency and specimen signature of the secretary, assistant secretary or other Responsible Officer executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or the Administrative AgentAgent may reasonably request; (ce) the Administrative Agent shall have received duly executed counterparts a certificate, dated the Restatement Effective Date and signed by a Financial Officer of Parent and the Borrower, confirming (i) compliance with the conditions precedent set forth in such number as may be requested by the Administrative Agentparagraphs (b) and (c) of Article IV of the Omnibus Amendment from the Borrower Restated Credit Agreement and each Guarantor; (dii) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant that Parent and its Subsidiaries, on a consolidated basis after giving effect to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date;transactions contemplated hereby, are Solvent; and (f) the Borrower Administrative Agent shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, received all fees and other amounts due and payable hereunder or under the Original Credit Agreement on or prior to the Amendment Restatement Effective Date, including the Amendment Fees and, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by Parent or the Borrower hereunder or under any other Finance Document. The Administrative Agent shall notify the Credit Agreement; and (g) no Default or Event of Default shall have occurred Borrower and be continuing as the Lenders of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Restatement Effective Date, the terms of Section 2.5 hereof and such notice shall be deemed to be effective as of the Third Amendment Effective Dateconclusive and binding.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which (such date and time of effectiveness, the “Amendment No. 5 Effective Date”) that each of the conditions precedent set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”):below shall have been satisfied: (a) The Administrative Agent shall have received executed counterparts hereof from the Borrower, Holdings, the Issuing Lenders, Lenders constituting the Required Lenders, each Converting Consenting Fifth Amendment Term B-4 Lender and the Term B-4 Additional Lender. (b) On the Amendment No. 5 Effective Date, the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) legal opinion of this Amendment from the Borrower, each Guarantor and the Majority Lenders; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Loan Parties, which opinion shall be in a form and substance reasonably satisfactory to the Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the The Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to completed Notices of Borrowing for the Credit Parties, Term B-4 Loans; (d) The Administrative Agent shall have received from a Responsible Officer of the Borrower a certificate in a form and substance reasonably satisfactory to the Administrative AgentAgent certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to this Amendment and the payment of all fees and expenses in connection therewith, are Solvent; (ce) the The Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower upfront fees for the account of each Converting Consenting Fifth Amendment Term B-4 Lender and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant Term B-4 Additional Lender equal to the terms of Section 4.2(a) 0.50% of the Credit Agreement; (e) the initial prepayment aggregate principal amount of the Term B-4 Loans (including, for the avoidance of doubt, Term B-4 Loans converted from Converted Fifth Amendment Term B-1 Loans) funded or provided by such Lender, in each case, on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment No. 5 Effective Date;; and (f) the The Borrower shall have paid (i) an amendment fee payable paid, or concurrently herewith shall pay to the Administrative Agent for the account of each benefit of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bankapplicable Agents, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit of such Agents in connection with this Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective Date.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date (the “Twelfth Amendment Effective Date”) on which each of the following conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”):satisfied: ​ (a) the Administrative Agent shall have received duly counterparts of this Amendment executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from , the Collateral Agent, the Issuer, the Borrower, the Guarantors and each Guarantor and of the Majority Lenders; (b) the Administrative Agent shall have received an opinion the Additional Credit Support (as defined in the Credit Agreement), in form and substance reasonably satisfactory to the Administrative Agent; ​ (c) the Effective Date (under and as defined in the Assignment) shall have occurred; ​ (d) the Administrative Agent shall be reasonably satisfied that on the Twelfth Amendment Effective Date (and after giving effect to the transactions contemplated by this Amendment) the Borrower shall have unused availability under the Credit Agreement of not less than $2,500,000; ​ (e) the Administrative Agent shall have received financial projections of the Borrower and its Consolidated Subsidiaries for the period commencing with the 2021 fiscal year and continuing through the 2023 fiscal year, prepared by the Borrower in good-faith and based on assumptions believed by the Borrower to be reasonable at the time made; ​ (f) the Administrative Agent shall be reasonably satisfied that the consent and acknowledgment agreement provided by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPEnergy Corporation, as counsel producer, in ​ ​ ​ favor of the Administrative Agent with respect to the Credit PartiesMidstream Properties acquired in the Catarina Acquisition and certain material contracts related thereto remains in full force and effect; ​ (g) the Administrative Agent shall have received a certificate of the General Partner of the Borrower and of each Guarantor setting forth (i) resolutions of the board of directors or other managing body of the General Partner or such Guarantor with respect to the authorization of the Borrower or such Guarantor to execute and deliver this Amendment and the other Loan Documents contemplated hereby to which it is a party and to enter into the transactions contemplated in those documents, (ii) the individuals who are authorized to sign this Amendment and the other Loan Documents contemplated hereby to which the Borrower (acting through the General Partner) or such Guarantor is a party, (iii) specimen signatures of such authorized individuals, and (iv) the articles or certificate of incorporation or formation and bylaws, operating agreement or partnership agreement, as applicable, of the Borrower, its General Partner and each Guarantor, in a form reasonably satisfactory each case, certified as being true and complete; ​ (h) the Administrative Agent shall have received certificates of the appropriate state agencies with respect to the existence, qualification to do business and good standing of the Borrower, the General Partner and each Guarantor; (i) the Borrower and each Guarantor shall have confirmed and acknowledged to the Administrative Agent; 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 (ci) the proceeds execution, delivery and performance of this Amendment and each other Loan Document has been duly authorized by all requisite limited partnership or limited liability company action, as applicable, on the part of the First Lien Second Out Junior Indebtedness incurred pursuant 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 in all material respects on and as of the Twelfth Amendment Effective Date (including, for the avoidance of doubt, the representation and warranty in Section 7.24 (Solvency) of the Credit Agreement shall be true and correct as of the Twelfth Amendment Effective Date, after giving effect transactions hereunder), except to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of Sections 4such specified earlier date, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (div) no Default or Event of Default shall have occurred and be continuing as exists under the Credit Agreement or any of the date hereofother Loan Documents, after giving effect (v) since December 31, 2020, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect, and (vi) no, action, suit, investigation or other proceeding is pending or threatened before any arbitrator or governmental authority seeking to restrain, enjoin or prohibit or declare illegal, or seeking damages from the terms of this Amendment. 7.2 This Amendment (other than Sections 4​ ​ Borrower in connection with, 5 and 6 hereof) shall become effective on the first date on which each of Existing Credit Agreement or the conditions set forth Credit Agreement or that could reasonably be expected, individually or in this Section 7.2 is satisfied (the “Amendment Effective Date”):aggregate, to result in a Material Adverse Effect; ​ (a) the Waiver Effective Date shall have occurred; (bj) the Administrative Agent shall have received an opinion by ▇▇▇of Sidley Austin LLP, special New York counsel and Texas local counsel to the Borrower and the Guarantors, in form and substance reasonably satisfactory to the Administrative Agent, as to such matters incident to the Credit Agreement as the Administrative Agent may reasonably request; (k) the Borrower shall have paid all agreed fees to the extent due and payable in connection with this Amendment and the Credit Agreement 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 and the Credit Agreement (including, to the extent invoiced not less than two (2) Business Days prior to the Twelfth Amendment Effective Date, the reasonable fees, disbursements and other charges of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP), as counsel in each case, to the extent provided in Section 12.03 of the Credit Parties, in a form reasonably satisfactory to the Administrative Agent;Agreement; and ​ (cl) the Administrative Agent and the Lenders shall have received duly executed counterparts (received, and be reasonably satisfied in such number as may be requested form and substance with, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer,” “beneficial ownership,” and anti-money-laundering rules and regulations, including, without limitation, the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase BankAct, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or requested at least five (5) Business Days prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Twelfth Amendment Effective Date.

Effectiveness. 7.1 This Amendment Agreement shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each as of the conditions set forth Effective Date and shall continue to be in this Section 7.1 is satisfied (effect until the “Waiver Effective Date”): earliest of (a) the Administrative Agent shall have received duly executed counterparts ▇▇▇▇▇ ▇▇, ▇▇▇▇, (in such number as may be requested by the Administrative Agent) of this Amendment from the Borrower, each Guarantor and the Majority Lenders; (b▇) the Administrative Agent shall have received an opinion date, if any on which OWW’s ticketing authority is reinstated by AA for ▇▇▇▇▇▇.▇▇ & ▇▇, or (c) the date, 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 Subscriber 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 will make a determination such as described in clause (c)(i) of the previous sentence as soon as such a determination is reasonably justified. In addition, OWW will notify Travelport immediately if any of the events described in clauses (a), (b), (c)(i) and (c)(ii) of the 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 of no further force and effect. The parties agree to use good faith, commercially reasonable efforts to negotiate an extension of compensation from Travelport to OWW beyond April 21, 2011 if, as of that date, all of the following conditions exist: (x) ▇▇▇▇▇▇.▇▇▇ LLP, as counsel continues to the Credit Parties, in lack AA ticketing authority; (y) OWW has not consummated a form reasonably satisfactory to the Administrative Agent; Direct Connect relationship (cdirectly or indirectly) with AA; and (z) the proceeds of the First Lien Second Out Junior Indebtedness incurred Audit Committee has not determined, pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth its obligations in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 that OWW is engaged (directly or indirectly) in an amount equal discussions that are reasonably likely to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, result in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this AmendmentOWW having a Direct Connect relationship with AA; provided, that upon the Amendment Effective Datehowever, the terms of Section 2.5 hereof neither party shall be deemed obligated to be effective as of the Third Amendment Effective Dateagree to any such compensation or any specific provisions related to such compensation.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on as of the date first date on which written above (the "Effective Date") upon the satisfaction of each of the following conditions, in each case in a manner satisfactory in form and substance to the Agent and the Banks: (a) Substantially contemporaneously with the satisfaction of each of the other conditions set forth in this Section 7.1 is satisfied (12, the “Waiver Effective Date”): (a) the Administrative Agent Borrower shall have received duly delivered fully executed counterparts copies of the Safeguard Merger Agreement and related documents to the Agent which shall be in full force and effect and shall have satisfied each of the conditions to effectiveness of the Safeguard Merger Agreement (in such number as may be requested by other than the Administrative Agent) effectiveness of this Amendment from the Borrower, each Guarantor and the Majority LendersAmendment); (b) the Administrative Agent This Amendment shall have received an opinion been duly executed and delivered by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPeach of the Agent, as counsel to the Credit PartiesMajority Banks, the Borrower and the Guarantors and shall be in a form reasonably satisfactory to the Administrative Agentfull force and effect; (c) Centurion Sub shall have executed and delivered to the proceeds Agent an Addendum to Guaranty in the form of the First Lien Second Out Junior Indebtedness incurred pursuant Addendum to Exhibit A to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; andAgreement; (d) no Default or Event of Default The Agent shall have occurred received from the Secretary of Centurion Sub a copy, certified by such Secretary to be true and be continuing complete as of the date hereof, after giving of each of (i) its charter or other organizational documents as in effect on such date of certification, (ii) its by-laws as in effect on such date, and (iii) the resolutions of its Board of Directors or other management authorizing, to the terms extent it is a party thereto, the execution, delivery and performance of this Amendment. 7.2 This , and any other Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit AgreementDocuments; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower The Agent shall have paid (i) received from Centurion Sub an amendment fee payable to the Administrative Agent for the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bankincumbency certificate, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing dated as of the date hereof, after signed by a duly authorized officer of Centurion Sub and giving effect the name and bearing a specimen signature of each individual who shall be authorized to sign, in the name and on behalf of Centurion Sub, the Amendment Documents; (f) The Agent shall have received from the Borrower copies of the most recent consolidated financial statements of Safeguard, the December 31, 2002 audited consolidated financial statements of Safeguard, and a copy of the form of Safeguard Merger Agreement, in form and substance satisfactory to the terms Agent (or if modified, with such modifications as the Agent may, in its sole discretion approve); (g) The Agent shall have received good standing certificates for Centurion Sub, issued by the Secretary of this Amendment; providedState of such entity's jurisdiction of incorporation or organization; (h) The Agent shall have received a favorable legal opinion addressed to the Agent and the Banks, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective dated as of the Third Amendment Effective Datedate hereof, in form and substance satisfactory to the Agent, with respect to the Guaranty by Centurion Sub; (i) Such other items, documents, agreements, items or actions as the Agent may reasonably request in order to effectuate the transactions contemplated hereby.

Effectiveness. 7.1 This Amendment shall become effective only with respect to Sections 4, 5 and 6 hereof on the first date on which each as of the date first above written upon the Seller’s fulfillment of the following conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”):precedent: (a) the 3.1 The Administrative Agent shall have received duly executed counterparts (or be satisfied that it will receive by such deadline as the Administrative Agent shall specify) the following, all of which must be satisfactory in such number as may be requested by form and content to the Administrative Agent: (a) of this Amendment from Amendment, duly executed by the BorrowerSeller, each Guarantor the Buyers, and the Majority LendersAdministrative Agent; (b) the Administrative Agent shall have received an opinion Amended and Restated Fee Letter, duly executed by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to Seller and the Administrative Agent; (c) the proceeds a certificate of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default General Partner’s corporate secretary or Event of Default shall have occurred and be continuing assistant secretary or other authorized officer dated as of the date hereof, after giving effect hereof as to (i) the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each incumbency of the conditions officers of the Seller executing this Amendment and all other Repurchase Documents executed or to be executed by or on behalf of the Seller, (ii) the authenticity of their signatures, and specimens of their signatures shall be included in such certificate or set forth in this Section 7.2 is satisfied on an exhibit attached to it (the “Amendment Effective Date”): (a) Administrative Agent, the Waiver Effective Date Buyers and the Custodian shall have occurred; (b) be entitled to rely on that certificate until the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties, in Seller has furnished a form reasonably satisfactory new certificate to the Administrative Agent; , (ciii) resolutions of the General Partner’s board of directors, authorizing the execution, delivery and performance by the Seller of this Amendment and all other Repurchase Documents to be delivered by the Seller pursuant to this Amendment and (iv) copies of the Seller’s (1) limited partnership agreement, (2) certificate of limited partnership issued by the state of Texas, (3) articles of incorporation certified by the Secretary of State of the State of the General Partner, and (4) bylaws and all amendments, or certification that there have been no changes to such documents since a true and correct copy thereof was delivered to the Administrative Agent shall have received duly executed counterparts (and that such documents are in such number as may be requested by the Administrative Agent) of the Omnibus Amendment from the Borrower full force and each Guarantoreffect; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant a third-party operational review in form and substance acceptable to the terms of Section 4.2(a) of the Credit Agreement;Administrative Agent; and (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date;an Exiting Buyer Acknowledgment, duly executed by Capital One National Association. (f) the Borrower shall have paid (i) an amendment fee payable 3.2 Payment to the Administrative Agent for or the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan CommitmentCustodian, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, of all fees and other amounts due expenses (including the disbursements and reasonable fees of the Administrative Agent’s attorneys) of the Administrative Agent and the Buyers payable on or prior by Seller pursuant to Section 9 of the Repurchase Agreement accrued and billed for to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) no Default or Event of Default shall have occurred and be continuing as date of the date hereof, after giving effect to the terms Seller’s execution and delivery of this Amendment; provided, that upon the Amendment Effective Date, the terms of Section 2.5 hereof shall be deemed to be effective as of the Third Amendment Effective DateAgreement.

Effectiveness. 7.1 This Each of (i) this Amendment and (ii) the obligations of each Tranche B-5 Term Lender to make a Tranche B-5 Term Loan hereunder shall become effective only with respect to Sections 4, 5 and 6 hereof on as of the first date on which (such date being referred to as the “Tranche B-5 Incremental Effective Date”) that each of the following conditions set forth shall have been satisfied or waived in this Section 7.1 is satisfied (accordance with the “Waiver Effective Date”):terms of the Credit Agreement: (a) the Administrative Agent (or its counsel) shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from that, when taken together, bear the signatures of (i) Holdings, (ii) Foreign Holdings, (iii) the Borrower, (iv) Parent, (v) each Other Parent Guarantor, (vi) each other Guarantor and the Majority Lenders(vii) each Tranche B-5 Term Lender; (b) the Administrative Agent shall have received a Committed Loan Notice with respect to the Tranche B-5 Term Loans, duly executed and delivered by the Borrower at least three Business Days prior to the Tranche B-5 Incremental Effective Date; (c) The Borrower shall have delivered, or substantially concurrently with the funding of the Tranche B-5 Term Loans on the Tranche B-5 Incremental Effective Date shall deliver, an irrevocable notice of redemption with respect to Specified Senior Secured Notes in an aggregate principal amount of at least $717,102,000; (d) the Administrative Agent and the Arrangers shall have received documents and certificates relating to the organization, existence and good standing of each Loan Party and the authorization of this Amendment and the Loan Documents and transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers; (e) the Administrative Agent and the Arrangers shall have received a favorable legal opinion by ▇of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Credit Loan Parties, addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, each L/C Issuer, the Lenders and the Arrangers, dated the Tranche B-5 Incremental Effective Date, in a form and substance reasonably satisfactory to the Administrative AgentAgent and the Arrangers, which the Loan Parties hereby request such counsel to deliver; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Amendment Effective Date”): (a) the Waiver Effective Date shall have occurred; (bf) the Administrative Agent and the Arrangers shall have received an a favorable legal opinion by of ▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPLimited, as counsel to the Credit PartiesLoan Parties incorporated in Bermuda, addressed to the Lenders, the Administrative Agent, the Collateral Agent, the Swing Line Lender, each L/C Issuer and the Arrangers, dated the Tranche B-5 Incremental Effective Date, in a form and substance reasonably satisfactory to the Administrative AgentAgent and the Arrangers, which the Loan Parties hereby request such counsel to deliver; (cg) the representations and warranties of Holdings, Foreign Holdings, the Borrower, Parent and each other Loan Party set forth in Section 3 hereof shall be true and correct as of the Tranche B-5 Incremental Effective Date, and the Administrative Agent shall have received a certificate, dated the Tranche B-5 Incremental Effective Date and signed by a Responsible Officer or the chief executive officer of the Borrower, confirming the truth and correctness thereof, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers; (h) no Default shall exist, or would result from the proposed Borrowing of the Tranche B-5 Term Loans or from the application of the proceeds thereof; (i) the Administrative Agent shall have received duly executed counterparts (in such number as may be all documentation and other information reasonably requested by it that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor;USA PATRIOT Act; and (dj) the Borrower Arrangers shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms received payment of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described all fees payable in Recital G hereof shall be a concurrent condition to the occurrence of the connection with this Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to and the Administrative Agent for and the account of each of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Amendment Effective Date and (ii) to the extent invoiced, Arrangers shall have received all fees and other amounts due and payable on or prior to the Amendment Tranche B-5 Incremental Effective Date, including reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses required to be reimbursed or paid by the Borrower under in connection with, this Amendment. The Administrative Agent shall notify the Credit Agreement; and Borrower and the Lenders (gincluding the Tranche B-5 Term Lenders) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment; provided, that upon the Amendment Tranche B-5 Incremental Effective Date, the terms of Section 2.5 hereof and such notice shall be deemed to be effective as of the Third Amendment Effective Dateconclusive and binding.