Common use of PRELIMINARY STATEMENTS Clause in Contracts

PRELIMINARY STATEMENTS. This Agreement is effective pursuant to the Amendment and Restatement Agreement to which this Agreement is attached as Annex A. The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term B Loans in an initial aggregate Dollar Amount of $1,775,000,000, (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of the New Term Loans (as defined in the Amendment and Restatement Agreement), together with a portion of the Borrower’s cash on hand, are being used by the Borrower on the Closing Date to refinance all obligations of the Borrower under the Original Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any related fees and expenses in connection therewith. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and as otherwise expressly provided herein). The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant to the Amendment and Restatement Agreement to which this Agreement is attached as Annex A. The Borrower has requested that (a) the Lenders extend credit to the Borrower in the form of (i) $2,555.0 million of Closing Date USD Term B Loans, €507.0 million of Closing Date Euro Term Loans in an initial aggregate Dollar Amount and $500.0 million of $1,775,000,000, (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 Revolving Commitments on the Closing Date as first lien secured credit facilities and (iiib) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time on and one or more Swing Line Loans from time after the Closing Date, the Lenders lend to time. The proceeds the Borrower and the Issuing Banks issue Letters of Credit for the New Term Loans (as defined in the Amendment and Restatement Agreement), together with a portion account of the Borrower’s cash on hand, are being used by the Borrower on the Closing Date each to refinance all obligations of the Borrower under the Original Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any related fees and expenses in connection therewith. The proceeds of Revolving Credit Loans made after the Closing Date will be used for provide working capital for, and for other general corporate purposes of of, the Borrower and its Subsidiaries, including pursuant to the financing Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of Permitted Acquisitionssecond lien term loans (the “Second Lien Initial Term Loans”). Swing Line The proceeds of the Closing Date Term Loans and Letters the Closing Date Revolving Borrowings, together with the proceeds of Credit the Second Lien Initial Term Loans and cash on hand, will be used for general corporate purposes of on the Borrower and its Subsidiaries (and as otherwise expressly provided herein)Closing Date to fund the Transactions. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers applicable Issuing Banks have indicated their willingness to issue Letters of Credit, in each case, case on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant Pursuant to the Amendment Merger Agreement (as this and Restatement Agreement to which this Agreement is attached other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Kangaroo Acquisition, Inc., a Delaware corporation and a wholly owned Subsidiary of Holdings (“Acquisition Sub”), shall be merged with the Borrower, with the Borrower as Annex A. the surviving corporation (the “Merger”). The Borrower has requested that substantially simultaneously with the consummation of the Merger, the Lenders extend credit to the Borrower in the form of (i) Term B Loans in an initial aggregate Dollar Amount principal amount of $1,775,000,0001,310,000,000, (ii) a Term C Loans Working Capital RC Facility in an initial aggregate Dollar Amount principal amount of $425,000,000 150,000,000 and (iii) a Revolving Credit Pre-Funded RC Facility in an initial aggregate Dollar Amount principal amount of $352,000,000100,000,000. The Revolving Credit Working Capital RC Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of the New Term Loans (as defined in made on the Amendment and Restatement Agreement)Closing Date, together with a the proceeds of (i) the issuance of the Senior Notes, (ii) the Specified Lease Transactions and (iii) the cash portion of the Borrower’s cash on handEquity Contributions, are being will be used by to finance the Borrower Debt Prepayment and pay the Merger Consideration and the Transaction Expenses. Additional proceeds of Working Capital RC Loans made on the Closing Date will be used to refinance all obligations fund (i) working capital adjustments, if any, required under the Merger Agreement, seasonal working capital needs and variations from working capital projected on the Closing Date, (ii) amounts not to exceed $11,500,000 to finance the Debt Prepayment and pay the Merger Consideration and the Transaction Expenses, and (iii) any escrow accounts, reserve deposits or similar amounts in respect of the Borrower under the Original Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any Master Lease or related fees and expenses in connection therewithSub-Leases. The proceeds of Revolving Credit Working Capital RC Loans and Swing Line Loans made after the Closing Date will be used for working capital capital, Capital Expenditures and other general corporate purposes of the Borrower and its the Restricted Subsidiaries, including the financing of Permitted Acquisitions. ; provided that if, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such Borrowing and any other Borrowing to occur on such date) the Rent Adjusted Leverage Ratio is greater than or equal to 5.25:1.00, proceeds of Working Capital RC Loans and Swing Line Loans may be utilized solely for working capital and other general corporate purposes (including Capital Expenditures, but excluding Capital Expenditures for the establishment of new restaurants and refurbishments of existing restaurants). Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and as otherwise expressly provided herein)the Restricted Subsidiaries. The proceeds of Pre-Funded RC Loans will be used solely to fund Capital Expenditures. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement Reference is effective pursuant made to that certain First Lien Credit Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the Amendment date hereof, the “Original Credit Agreement”), by and Restatement Agreement among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to which this Agreement is attached time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as Annex A. administrative agent. The Parent Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date in an initial aggregate Dollar Amount principal amount of $1,775,000,000, (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000600,000,000. The Revolving Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Facility may include one or more Letters of Agreement to refinance in full the loans outstanding under the Original Credit from time Agreement with new Term B Loans under this Agreement and to time amend and one or more Swing Line Loans from time to timerestate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the New Term Loans (as defined in the Amendment and Restatement Agreement)B Loans, together with (i) a portion of the Borrower’s cash on handhand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, are being will be used by the Borrower on the Closing Date by the Borrowers (a) to refinance all obligations of the Borrower under the Original Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any related fees and expenses in connection therewith. The proceeds of Revolving Credit Loans made after consummate the Closing Date will be used for working capital Refinancing, (b) to pay the Transaction Expenses and other general corporate purposes of (c) to finance upfront fees and original issue discount with respect to the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and as otherwise expressly provided herein)Facilities. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement The Borrower is effective pursuant party to that certain Credit Agreement, dated as of March 7, 2011 (as amended, supplemented or otherwise modified prior to the Amendment date hereof, the “Existing Credit Agreement”), made by and Restatement Agreement among the Borrower, Chinos Acquisition Corporation (which merged with and into the Borrower on March 7, 2011), Holdings, Bank of America, N.A., as administrative agent and collateral agent, and the lenders, other agents and issuers from time to which this Agreement is attached as Annex A. time party thereto. The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term B Loans on the Closing Date in an initial aggregate Dollar Amount principal amount of $1,775,000,000, 1,567,000,000 in connection with an amendment and restatement of the Existing Credit Agreement. The parties hereto intend that (iia) a Term C Loans the Obligations (as defined in an initial aggregate Dollar Amount the Existing Credit Agreement) which remain unpaid and outstanding as of $425,000,000 the date hereof after giving effect to the Transaction shall continue to exist under this Agreement on the terms set forth herein and (iiib) a Revolving the Collateral (as defined in the Existing Credit Facility in an initial aggregate Dollar Amount Agreement) shall continue to secure, support and otherwise benefit the Obligations (as defined herein) of $352,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time the Loan Parties under this Agreement and one or more Swing Line Loans from time to timethe other Loan Documents. The proceeds of the New Term Loans will be used (as defined i) to refinance, in full, the Amendment and Restatement term loans outstanding under the Existing Credit Agreement), together with a portion of any applicable interest or fees in connection therewith, (ii) to deposit funds with the Borrower’s cash on handtrustee sufficient to redeem or repay in full the Senior Notes, are being used by the Borrower on the Closing Date to refinance all obligations of the Borrower under the Original Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any related premium and accrued interest to the date of redemption, pursuant to the Senior Notes Indenture in satisfaction and discharge thereof in accordance with its terms (the transactions described in clauses (i) and (ii), collectively, the “Refinancing”) and (iii) to the extent of any excess proceeds following the Refinancing, to pay fees and expenses in connection therewith. The proceeds of Revolving Credit Loans made after associated with the Closing Date will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and as otherwise expressly provided herein)Refinancing. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant agree to amend and agree restate the Existing Credit Agreement in its entirety as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant Pursuant to the Amendment Merger Agreement (as this and Restatement Agreement to which this Agreement is attached as Annex A. other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Omaha Acquisition Corp., a Delaware corporation (“Omaha”), will merge (the “Merger”) with and into West with West being the surviving corporation. The Borrower has requested that substantially simultaneously with the consummation of the Merger, the Lenders extend credit to the Borrower in the form of (i) Term B Loans in an initial aggregate Dollar Amount amount of $1,775,000,000, 2,100,000,000 and (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount amount of $352,000,000250,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time Swing Line Loans and one or more Swing Line Loans Letters of Credit from time to time. The proceeds of the New Term Loans (as defined in and the Amendment and Restatement Agreement)Revolving Credit Loans made on the Closing Date, together with a portion the proceeds of (i) the issuance of the Borrower’s cash on handNew Notes and (ii) the Equity Contribution, are being will be used by the Borrower on the Closing Date to refinance all obligations of the Borrower under the Original Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any related fees the Merger Consideration and expenses in connection therewiththe Transaction Expenses. The proceeds of Revolving Credit Loans made on or after the Closing Date will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and as otherwise expressly provided herein)Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant GTO Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of the Borrower (the “Merger Sub”), was organized by the Borrower to acquire control of Odyssey HealthCare, Inc., a Delaware corporation (the “Acquired Business”). Pursuant to the Amendment Agreement and Restatement Agreement to which this Agreement is attached as Annex A. The Borrower has requested that Plan of Merger dated May 23, 2010 (the Lenders extend credit to “Merger Agreement”) among the Borrower, the Merger Sub and the Acquired Business, the Borrower and the Merger Sub have agreed to consummate a merger (the “Merger”) with the Acquired Business in which the form Merger Sub shall be merged with and into the Acquired Business with the Acquired Business surviving such merger as a wholly-owned subsidiary of the Borrower (i) Term B Loans in an initial aggregate Dollar Amount of $1,775,000,000, (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to timethe “Surviving Corporation”). The proceeds of the New Term Loans (as defined in the Amendment and Restatement Agreement), together with borrowings hereunder will be used to fund a portion of the Borrower’s cash on hand, are being used by the Borrower on the Closing Date to refinance all obligations of the Borrower under the Original Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment Transaction and Restatement Agreement) and to pay any related fees and expenses in connection therewith. The proceeds of Revolving Credit Loans made after the Closing Date will be used for provide ongoing working capital and for other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes In furtherance of the foregoing, the Borrower has requested that the lenders provide a term A loan facility in the amount of $200,000,000, a term B loan facility in the amount of $550,000,000 and its Subsidiaries (a revolving credit facility in the amount of $125,000,000, and as otherwise expressly provided herein). The applicable the Lenders have indicated their willingness to lend, lend and the L/C Issuers have Issuer has indicated their its willingness to issue Letters letters of Creditcredit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant to The Borrower, the Amendment Administrative Agent, the Collateral Agent and Restatement Agreement to which this Agreement is attached the Lenders party thereto have previously entered into the Credit Agreement, dated as Annex A. of August 4, 2015 (the “Prior Credit Agreement”). The Borrower has requested that the Lenders to extend credit to the Borrower in the form of (i) Term B Revolving Loans in an initial aggregate Dollar Amount of $1,775,000,000, (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 at any time and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line prior to the Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $200,000,000, as may be increased pursuant to Section 2.16. The Borrower has requested the Lenders to extend credit on the Restatement Effective Date in the form of Term A-1 Loans from time to timein an aggregate principal amount not in excess of $400,000,000. The proceeds of the New Term Loans (as defined in the Amendment and Restatement Agreement)Revolving Loans, together with a portion the proceeds of the Borrower’s cash on handConvertible Notes, are being to be used by the Borrower on the Closing Date solely to refinance all obligations of the Borrower under the Original Credit Agreement that are not subject (a) to the Term Loan Conversion finance ongoing working capital needs and other general corporate purposes, including to finance Permitted Acquisitions, and (as defined in the Amendment and Restatement Agreementb) and to pay any related fees and expenses in connection therewithwith the foregoing. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes Term A-1 Loans, together with cash on hand of the Borrower and its Restricted Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will are to be used for general corporate purposes solely to (a) to finance a portion of the Borrower Argentum Acquisitions, and its Subsidiaries (b) to pay fees and expenses in connection with the Argentum Acquisitions and the Initial Term Loans. To effect the foregoing, the parties hereby agree, effective on and as otherwise expressly provided of the Restatement Effective Date, to amend and restate the Prior Credit Agreement on the terms and subject to the conditions set forth herein). The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have Issuing Bank has indicated their its willingness to issue Letters of Credit, in each case, case on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant Pursuant to the Amendment Purchase Agreement (as this and Restatement Agreement to which this Agreement is attached as Annex A. The other capitalized terms used in these preliminary statements are defined in Section 1.01 below), the Borrower has requested that acquired the Target (the “Acquisition”) on the Closing Date. Simultaneously with the consummation of the Acquisition, the Lenders extend extended credit to the Borrower in the form of (i) Dollar Term B Loans in an initial aggregate Dollar Amount of $1,775,000,0001,410,000,000, (ii) a Euro Term C Loans in an initial aggregate Dollar Amount amount of $425,000,000 and €620,000,000, (iii) a Dollar Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000175,000,000, (iv) an Alternative Currency Revolving Credit Facility in an initial aggregate Dollar Amount of $100,000,000 and (v) a Synthetic L/C Facility in an aggregate Dollar Amount of $125,000,000 pursuant to a Credit Agreement dated as of August 23, 2006 (the “Original Credit Agreement”) (which term shall, unless the context otherwise requires, include any amendment thereto prior to the First Amendment and Restatement Effective Date (as defined below). The Dollar Revolving Credit Facility may include one or more Swing Line Loans and one or more Dollar Revolving Letters of Credit from time to time and time. The Alternative Currency Revolving Credit Facility may include one or more Swing Line Loans Alternative Currency Revolving Letters of Credit from time to time. The proceeds of the New Term Loans (as defined in the Amendment and Restatement Agreement)Loans, together with a portion the proceeds of (i) the issuance of the Borrower’s cash on handNotes and (ii) the Equity Contribution, are being was used by to finance the Borrower on the Closing Date to refinance all obligations repayment of certain existing Indebtedness of the Borrower under Target and pay the Original Credit Agreement that are not subject to Purchase Price and the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any related fees and expenses in connection therewithTransaction Expenses. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrower Holdings and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower Holdings and its Subsidiaries (and as otherwise expressly provided herein)Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. The Borrower intends to (a) prepay certain Obligations in respect of the Dollar Term Loans through the repayment and/or conversion of all outstanding Dollar Term Loans into, or with the proceeds of, new Tranche B Dollar Term Loans (the “Tranche B Dollar Term Loans”) in an aggregate principal amount of $1,406,475,000, (b) exchange the Credit-Linked Deposits of the Synthetic LC Lenders for Post-First Amendment and Restatement Credit-Linked Deposits of the Post-First Amendment and Restatement Synthetic LC Lenders and (c) exchange the participations in Synthetic L/C Letters of Credit of the Synthetic L/C Lenders for participations in Synthetic L/C Letters of Credit of the Post-First Amendment and Restatement Synthetic LC Lenders. The parties hereto wish to amend and restate the Original Credit Agreement in its entirety to, among other things, reflect the modification set forth in the previous paragraph. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant to the Amendment and Restatement Agreement to which this Agreement is attached as Annex A. The Borrower has requested that simultaneously with the consummation of the merger of CRCA Merger Corporation with and into CRC Health Group, Inc. and the merger of CRC Health Corporation with and into CRC Health Group, Inc., with CRC Health Group Inc. renamed CRC Health Corporation as the surviving corporation (the “Merger”) the Lenders extend credit to the Borrower in the form of (i) Term B Loans in an initial aggregate Dollar Amount principal amount of $1,775,000,000, 245,000,000 and (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount principal amount of $352,000,000100,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time Swing Line Loans and one or more Swing Line Loans Letters of Credit from time to time. The proceeds of the New Term Loans (as defined in and the Amendment and Restatement Agreement)Revolving Credit Loans made on the Closing Date, together with a portion the proceeds of (i) the issuance of the Borrower’s cash on handSenior Subordinated Notes and (ii) the Equity Contribution, are being will be used by to finance the Borrower on Debt Prepayment and the Closing Date to refinance all obligations repayment of certain other existing Indebtedness of the Borrower under and its Subsidiaries and pay the Original Credit Agreement that are not subject to Merger Consideration and the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any related fees and expenses in connection therewithTransaction Expenses. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and as otherwise expressly provided herein)Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant Pursuant to the Amendment Purchase Agreements (as this and Restatement Agreement other capitalized terms used in these Preliminary Statements are defined in Section 1.01 below), (a) Loews agreed to which this Agreement purchase, directly or indirectly, from the Sellers all the issued and outstanding shares of capital stock of Grupo Cinemex and (b) Parent agreed to purchase, directly or indirectly, from the Sellers all the issued and outstanding shares of capital stock of Loews. The Company was organized by Parent and Holdings to acquire the Loews Business and is attached as Annex A. a wholly owned direct Subsidiary of Holdings. The Borrower Company has requested that (a) simultaneously with the consummation of the Acquisition, the Term Lenders extend credit make Closing Date Term Loans to the Borrower in the form of (i) Term B Loans Company in an initial aggregate Dollar Amount of up to $1,775,000,000630,000,000 to pay, among other things, the cash consideration for the Acquisition and to pay fees and expenses incurred in connection with the Transactions, (iib) a on any date prior to the Delayed Draw Termination Date, the Term C Lenders make Delayed Draw Term Loans to the Company in an initial aggregate Dollar Amount of up to $425,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of the New Term Loans (as defined in the Amendment and Restatement Agreement), together with a portion of the Borrower’s cash on hand, are being used by the Borrower on the Closing Date 50,000,000 to refinance all obligations of the Borrower under the Original Mexican Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any related fees and expenses in connection therewith. The proceeds of therewith and (c) from time to time, the Revolving Credit Loans made after Lenders lend to the Closing Date will be used for working capital Borrowers and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and L/C Issuer issue Letters of Credit will be used for general corporate purposes the account of the Borrower Company and its Subsidiaries (and as otherwise expressly provided herein)under a $100,000,000 multi-currency revolving credit facility. The applicable Lenders have indicated their willingness to lend, lend and the L/C Issuers have Issuer has indicated their its willingness to so issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective A revolving credit and term loan facility exists in favor of the Borrower pursuant to the Amendment terms of that Amended and Restated Credit Agreement, dated as of April 27, 2007, among the Borrower, Holdings, the lenders from time to time party thereto and Bank of America, as administrative agent, revolving L/C issuer and synthetic L/C Issuer and swingline lender (the “Existing Credit Agreement”). The parties to the Restatement Agreement wish to which amend and restate the Existing Credit Agreement in the form of this Agreement is attached as Annex A. The and the Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term B Loans in an initial aggregate Dollar Amount principal amount of $1,775,000,000, 1,025,000,000 and (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount principal amount of $352,000,000300,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of the New Term B Loans (as defined in the Amendment and Restatement Agreement), together with will be used to finance a portion of the Borrower’s cash on hand, are being used by Transaction and to pay the Borrower on the Closing Date to refinance all obligations Transaction Expenses and for working capital and other general business purposes of the Borrower under the Original Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any related fees and expenses in connection therewithits Subsidiaries. The proceeds of the Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate business purposes of the Borrower and its Subsidiaries, including the financing of Capital Expenditures, Permitted AcquisitionsAcquisitions and other Investments permitted by Section 7.02. Swing Line Loans and Letters of Credit will be used for general corporate business purposes of the Borrower and its Subsidiaries (Subsidiaries. This Agreement is given in replacement of and as otherwise expressly provided herein)substitution for the Existing Credit Agreement and to refinance the Existing Credit Agreement. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant to The Parent and the Amendment and Restatement Agreement to which this Agreement is attached as Annex A. The Borrower has have requested that the Lenders extend credit to the Borrower in the form of (ia) Term B Loans to be made on the Closing Date in an initial aggregate Dollar Amount principal amount not in excess of $1,775,000,000, (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 300,000,000 and (iiib) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000. The Revolving Credit Facility may include one Committed Loans to be made at any time on or more Letters of Credit after the Closing Date and from time to time prior to the latest Applicable Maturity Date in an aggregate principal amount at any time outstanding not in excess of $500,000,000. The Parent and one or more the Borrower have requested that (a) the L/C Issuers issue Letters of Credit in an aggregate face amount at any time outstanding not in excess of $100,000,000 for all L/C Issuers collectively to support payment obligations incurred in the ordinary course of business by the Borrower and its Subsidiaries and (b) the Swing Line Lender make Swing Line Loans from in an aggregate principal amount at any time to timeoutstanding not in excess of $100,000,000. The proceeds of the New Term Loans Facilities are to be used solely (as defined in i) to repay all Indebtedness and other amounts due under the Amendment Existing Credit Agreements, (ii) to pay the costs and Restatement Agreement), together with a portion of the Borrower’s cash on hand, are being used expenses incurred by the Borrower on the Closing Date to refinance all obligations of the Borrower under the Original Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any related fees and expenses in connection therewith. The proceeds of Revolving Credit Loans made after with the Closing Date will be used transactions contemplated by this Agreement and (iii) for working capital, capital expenditures, other permitted acquisitions and other general lawful corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes In furtherance of the Borrower and its Subsidiaries (and as otherwise expressly provided herein). The applicable foregoing, the Lenders have indicated their willingness are willing to lend, and make available the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, Facilities on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant to the Amendment and Restatement Agreement to which this Agreement is attached as Annex A. (1) The Borrower has requested that Borrower, the Lenders extend credit to the Borrower in the form of (i) Term B Loans in an initial aggregate Dollar Amount of $1,775,000,000, (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time party thereto and one the Administrative Agent are party to the Credit Agreement, dated as of April 28, 2003 (as amended, amended and restated, supplemented or more Swing Line Loans otherwise modified from time to timetime in accordance with its terms and in effect, the "Credit Agreement"). The proceeds (2) Pursuant to the Credit Agreement, the Grantors are entering into this Agreement in order to grant to the Administrative Agent for the ratable benefit of the New Term Loans Secured Parties a security interest in the Collateral (as hereinafter defined). (3) Each Grantor is the owner of shares of stock or other Equity Interests (the "Initial Pledged Equity") set forth opposite such Grantor's name on and as otherwise described in Part I of Schedule II hereto and issued by the Persons named therein and of the indebtedness (the "Initial Pledged Debt") set forth opposite such Grantor's name on and as otherwise describe in Part II of Schedule II hereto and issued by the obligors named therein. (4) It is a condition precedent to the Initial Credit Extension (as defined in the Amendment and Restatement Credit Agreement), together with a portion of that the Borrower’s cash on hand, are being used Grantors shall have granted the assignment and security interest and made the pledge and assignment contemplated by this Agreement. (5) Each Grantor will derive substantial direct and indirect benefit from the transactions contemplated by the Borrower on Loan Documents. (6) Terms defined in the Closing Date to refinance all obligations of the Borrower under the Original Credit Agreement that and not otherwise defined in this Agreement are not subject to the Term Loan Conversion (used in this Agreement as defined in the Amendment and Restatement Credit Agreement. Further, unless otherwise defined in this Agreement or in the Credit Agreement, terms defined in Article 8 or 9 of the UCC (as defined below) and and/or in the Federal Book Entry Regulations (as defined below) are used in this Agreement as such terms are defined in such Article 8 or 9 and/or the Federal Book Entry Regulations. "UCC" means the Uniform Commercial Code as in effect, from time to pay time, in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any related fees and expenses security interest in connection therewith. The proceeds any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Revolving Credit Loans made after New York, "UCC" means the Closing Date will be used Uniform Commercial Code as in effect from time to time in such other jurisdiction for working capital and other general corporate purposes of the Borrower and its Subsidiariesprovisions hereof relating to such perfection, including the financing effect of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and as otherwise expressly provided herein)perfection or non-perfection or priority. The applicable Lenders have indicated their willingness to lendterm "Federal Book Entry Regulations" means (a) the federal regulations contained in Subpart B ("Treasury/Reserve Automated Debt Entry System (TRADES)") governing book-entry securities consisting of U.S. Treasury bonds, notes and the L/C Issuers have indicated their willingness to issue Letters bills and Subpart D ("Additional Provisions") of Credit31 C.F.R. Part 357, in each case31 C.F.R. 357.2, on the terms 357.10 through 357.14 and subject 357.41 through 357.44 and (b) to the conditions set forth herein. In consideration of extent substantially identical to the mutual covenants and agreements herein containedfederal regulations referred to in clause (a) above (as in effect from time to time), the parties hereto covenant and agree as follows:federal regulations governing other book-entry securities.

PRELIMINARY STATEMENTS. This Agreement is effective pursuant to the Amendment and Restatement Agreement to which this Agreement is attached as Annex A. The Borrower has requested that the Lenders extend credit to the Borrower in the form of (ia) Term B Loans on the Closing Date in an initial aggregate Dollar Amount principal amount of $1,775,000,000, (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 400,000,000 and (iiib) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000. The Revolving Credit Facility may include one or more Loans, Swing Line Loans and Letters of Credit at any time and from time to time from and one or more Swing Line Loans from after the Closing Date in an aggregate principal amount at any time outstanding not to timeexceed $50,000,000. The proceeds of the New Term B Loans (as defined in borrowed on the Amendment and Restatement Agreement), together with a portion of the Borrower’s cash on hand, are being Closing Date shall be used by the Borrower to (i) pay the Transaction Expenses, (ii) effect the Refinancing and (iii) pay, on or after the Closing Date, one or more dividends, distributions, redemptions or other payments in respect of Equity Interests of the Borrower and its direct and indirect parent companies, pursuant to Section 7.06(c) hereof. Letters of Credit may be issued under the Revolving Credit Facility on the Closing Date to refinance all obligations replace or provide credit support for existing letters of the Borrower credit (including by deeming existing letters of credit to be Letters of Credit issued under the Original Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement this Agreement) and to pay any related fees and expenses in connection therewithfor general corporate purposes. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other capital, general corporate purposes of the Borrower and its Restricted Subsidiaries, including the financing of Permitted Acquisitions, and for any other purpose not prohibited by this Agreement. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and as otherwise expressly provided herein)Restricted Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective The Company will acquire (the “Acquisition”), through one or more of its direct or indirect wholly owned subsidiaries, 100% of the outstanding Equity Interests (as this and other capitalized terms used in these Preliminary Statements and not otherwise defined in these Preliminary Statements are defined in Section 1.01 below) of VAC Holding GmBH (the “Acquired Business”) pursuant to the Amendment and Restatement Agreement to which this Agreement is attached as Annex A. Share Purchase Agreement. The Borrower has Borrowers have requested that (a) substantially contemporaneously with the consummation of the Acquisition, the Term Lenders extend credit make Term A Loans and Term B Loans to certain of the Borrower in the form of Borrowers to (i) Term B Loans in an initial aggregate Dollar Amount finance a portion of $1,775,000,000the purchase price of the Acquisition, (ii) a Term C Loans in an initial aggregate Dollar Amount refinance existing indebtedness of $425,000,000 the Borrowers, the Acquired Business and their respective subsidiaries (including accrued and unpaid interest and applicable premiums) (the “Refinancing”) and (iii) a pay related fees and expenses (collectively, the “Transactions”) and (b) (i) the U.S. Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000. The Lenders extend the U.S. Revolving Credit Facility may include one or more Letters of Credit Loans at any time and from time to time prior to the Revolving Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $100,000,000 and one or more Swing Line (ii) the Multicurrency Revolving Lenders extend the Multicurrency Revolving Loans at any time and from time to time. The proceeds time prior to the Revolving Maturity Date in an aggregate principal amount at any time outstanding not in excess of the New Term Loans (as defined Alternative Currency Equivalent of $100,000,000, in each case, to finance the Amendment and Restatement Agreement)Transactions, together with a portion of the Borrower’s cash on hand, are being used by the Borrower on the Closing Date to refinance all obligations of the Borrower under the Original Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any related fees and expenses in connection therewith. The proceeds of Revolving Credit Loans made after the Closing Date will be used therewith and for working capital and other general corporate purposes of the Borrower and its Subsidiaries, (including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and as otherwise expressly provided herein). The applicable Lenders have indicated their willingness to lend, lend and the L/C Issuers have Issuer has indicated their its willingness to so issue Letters of Credit, in each case, on the terms and subject to the conditions set forth hereinin this Agreement. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant In connection with (a) the issuance of senior unsecured and unguaranteed notes (the “Notes”) of the Borrower issued prior to the Amendment date hereof in an aggregate principal amount of $2,300 million (the “Notes Offering”), and Restatement Agreement (b) the refinancing of all of the Borrower’s outstanding loans and commitments under its existing Credit Agreement, dated as of August 23, 2011 (as amended as of August 2, 2012 and as further amended, supplemented or otherwise modified from time to which this Agreement is attached time, the “Existing Credit Agreement”), among the Borrower, Scotiabank (as Annex A. The hereinafter defined), as administrative agent, each lender party thereto and the other agents and arrangers party thereto, including the termination of Swap Contracts entered into in connection therewith (the “Refinancing” and together with the Notes Offering, and all other transactions related thereto (including, without limitation, the payment of related fees and expenses), the “Transactions”), the Borrower has requested that the Lenders extend credit that, from time to the Borrower in the form of time, (i) Term B Loans in an initial aggregate Dollar Amount of $1,775,000,000the Revolving Credit Lenders (as hereinafter defined) make revolving credit loans to the Borrower, (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 the Swing Line Lender (as hereinafter defined) issue swing line loans to the Borrower and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of the New Term Loans L/C Issuer (as defined in hereinafter defined) issue letters of credit for the Amendment and Restatement Agreement), together with a portion of the Borrower’s cash on hand, are being used by the Borrower on the Closing Date to refinance all obligations of the Borrower under the Original Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any related fees and expenses in connection therewith. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes account of the Borrower and its SubsidiariesSubsidiaries (as hereinafter defined), including the financing of Permitted Acquisitions. Swing Line Loans in each case to provide ongoing working capital and Letters of Credit will be used for other general corporate purposes of the Borrower and its Subsidiaries (including investments and acquisitions permitted hereunder) and to pay transaction fees and expenses and to finance, in part, the Refinancing. In furtherance of the foregoing, the Borrower has requested that the Lenders provide the Revolving Credit Facility (as otherwise expressly provided hereinhereinafter defined). The applicable , and the Lenders and Swing Line Lender have indicated their willingness to lend, lend and the each L/C Issuers have Issuer has indicated their its willingness to issue Letters letters of Creditcredit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective A revolving credit and term loan facility exists in favor of the Borrower pursuant to the Amendment terms of that Amended and Restated Credit Agreement, dated as of April 27, 2007, among the Borrower, Holdings, the lenders from time to time party thereto and Bank of America, as administrative agent, revolving L/C issuer and synthetic L/C Issuer and swingline lender (the “Existing Credit Agreement”). The parties to the Restatement Agreement wish to which amend and restate the Existing Credit Agreement in the form of this Agreement is attached as Annex A. The and the Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term B B-1 Loans in an initial aggregate Dollar Amount principal amount of $1,775,000,000, 1,025,000,000 and (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount principal amount of $352,000,000300,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of the New Term B-1 Loans (as defined in the Amendment and Restatement Agreement), together with will be used to finance a portion of the Borrower’s cash on hand, are being used by Transaction and to pay the Borrower on the Closing Date to refinance all obligations Transaction Expenses and for working capital and other general business purposes of the Borrower under the Original Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any related fees and expenses in connection therewithits Subsidiaries. The proceeds of the Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate business purposes of the Borrower and its Subsidiaries, including the financing of Capital Expenditures, Permitted AcquisitionsAcquisitions and other Investments permitted by Section 7.02. Swing Line Loans and Letters of Credit will be used for general corporate business purposes of the Borrower and its Subsidiaries (Subsidiaries. This Agreement is given in replacement of and as otherwise expressly provided herein)substitution for the Existing Credit Agreement and to refinance the Existing Credit Agreement. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant to the Amendment and Restatement Agreement to which this Agreement is attached as Annex A. The Borrower has requested that (a) the Term A Lenders extend credit make Term A Loans to the Borrower in an aggregate principal amount of $850,000,000, (b) the form of (i) Term B Lenders make Term B Loans to the Borrower in an initial aggregate Dollar Amount principal amount of $1,775,000,000600,000,000, (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 and (iiic) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time, the Revolving Credit Lenders lend to the Borrower and the L/C Issuers issue Letters of Credit for the account of the Borrower and its Restricted Subsidiaries under a $500,000,000 Revolving Credit Facility. The proceeds of the New Term A Loans (as defined in and the Amendment and Restatement Agreement)Term B Loans will be used by the Borrower, together with a portion of the Borrower’s Senior Notes and cash on hand, are being used by to finance the Borrower on the Closing Date to refinance repayment of all obligations of the Borrower amounts outstanding under the Original Existing Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment Agreement, for other general corporate purposes, corporate transactions and Restatement Agreement) Restricted Payments, and to pay any related fees and expenses in connection therewiththe Transaction Expenses. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions, corporate transactions and Restricted Payments. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and as otherwise expressly provided herein)Subsidiaries. The applicable Lenders have indicated their willingness to lend, lend and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth hereinin this Agreement. In consideration of the mutual covenants and agreements herein containedcontained in this Agreement, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant Pursuant to the Amendment Merger Agreement (as this and Restatement Agreement to which this Agreement is attached other capitalized terms used in these preliminary statements are defined in Section 1.01 below), CMP Merger Co., a direct wholly-owned Subsidiary of the Borrower organized under the laws of Delaware (“Merger Sub”) shall be merged with Target, with Target as Annex A. the surviving corporation (the “Merger”). The Borrower has requested that simultaneously with the consummation of the Merger, the Lenders extend credit to the Borrower in the form of (i) Term B Loans in an initial aggregate Dollar Amount amount of $1,775,000,000, 700,000,000 and (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount amount of $352,000,000100,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time Swing Line Loans and one or more Swing Line Loans Letters of Credit from time to time. The proceeds of the New Term Loans (as defined in Loans, and no more than $5,000,000 of proceeds of the Amendment and Restatement Agreement)Revolving Credit Loans, made on the Closing Date, together with a portion the proceeds of (i) the issuance of the Borrower’s cash on handSenior Subordinated Notes and (ii) the Equity Contribution, are being will be used by to finance the Borrower Debt Prepayment and pay the Merger Consideration and the Transaction Expenses. Additional proceeds of Revolving Credit Loans of not more than $20,000,000 made on the Closing Date will be used to refinance all obligations of the Borrower fund working capital adjustments, if any, required under the Original Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement Merger Agreement) and to pay any related fees and expenses in connection therewith. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and as otherwise expressly provided herein)Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective The Borrower requested on the Closing Date that (a) the Lenders extend credit to the Borrower in the form of $2,700.0 million of Closing Date Term Loans and $810.0 million of Revolving Commitments on the Closing Date as senior secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, Holdings and its Subsidiaries, pursuant to the Amendment Revolving Commitments hereunder and Restatement Agreement pursuant to which the terms of, and subject to the conditions set forth in, this Agreement is attached as Annex A. Agreement. The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings were used on the Closing Date to fund the Transactions and for general corporate purposes. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks have indicated their willingness to issue Letters of Credit, in each case on the terms and subject to the conditions set forth herein. The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) $210,000,000 in Amendment No. 1 Revolving Commitment Increase on the Amendment No. 1 Effective Date. On the Amendment No. 2 Effective Date, the Borrower incurred Replacement Term B Loans in an initial aggregate Dollar Amount principal amount of $1,775,000,000, 2,666,250,000.00 in order to repay (iiby conversion or cash payment) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of the New all outstanding Closing Date Term Loans (as defined in the Amendment and Restatement Agreement), together with a portion of the Borrower’s cash on hand, are being used by the Borrower on the Closing Date certain other amendments to refinance all obligations of the Borrower under the Original Credit this Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any related fees and expenses in connection therewith. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and as otherwise expressly provided herein). The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, were in each case, case made on the terms and subject to the conditions set forth hereinin Amendment No. 2. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant Pursuant to the Amendment Merger Agreement (as this and Restatement Agreement to which this Agreement is attached other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Solar Capital Corp. shall be merged with SunGard, with SunGard as Annex A. the surviving corporation (the “Merger”). The Borrower Company has requested that simultaneously with the consummation of the Merger, the Lenders extend credit to the Borrower Company and the Overseas Borrowers in the form of (i) Term B Loans in an initial aggregate Dollar Amount of $1,775,000,000, 4,000,000,000 and (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,0001,000,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time Swing Line Loans and one or more Swing Line Loans Letters of Credit from time to time. The proceeds of the New Term Loans (as defined in and the Amendment and Restatement Agreement)Revolving Credit Loans made on the Closing Date, together with a portion the proceeds of (i) the issuance of the Borrower’s cash on handNew Notes, are being used by (ii) the Borrower funding of the Receivables Facility on the Closing Date and (iii) the Equity Contribution, will be used to refinance all obligations finance the Debt Prepayment and the repayment of certain other existing Indebtedness of the Borrower under Company and its Subsidiaries and pay the Original Credit Agreement that are not subject to Merger Consideration and the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any related fees and expenses in connection therewithTransaction Expenses. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrower Company and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower Company and its Subsidiaries (and as otherwise expressly provided herein)Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective A revolving credit and term loan facility exists in favor of the Borrower pursuant to the Amendment terms of that Amended and Restatement Restated Credit Agreement, dated as of June 22, 2004, among the Borrower, Holdings, the subsidiaries of the Borrower party thereto, the lenders from time to time party thereto and Bank of America, as administrative agent, L/C issuer and swingline lender (the “Existing Credit Agreement”). The parties hereto wish to amend and restate the Existing Credit Agreement to which in the form of this Agreement is attached as Annex A. The Borrower has requested that and the Lenders will extend credit to the Borrower in the form of (i) Initial Term B Loans in an initial aggregate Dollar Amount principal amount of $1,775,000,000439,000,000, (ii) a Delayed Draw Term C Loans Loan Facility in an initial aggregate Dollar Amount principal amount of $425,000,000 and 150,000,000, (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount principal amount of $352,000,000225,000,000 and (iv) a Synthetic L/C Facility in an initial aggregate principal amount of $40,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of the New Initial Term Loans (as defined in will be used to finance the Amendment repayment of amounts outstanding under the Existing Credit Agreement and Restatement Agreement), together with a portion of the Borrower’s cash on hand, are being used by the Borrower on the Closing Date to refinance all obligations Transaction Expenses and for working capital and other general business purposes of the Borrower under the Original Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any related fees and expenses in connection therewithits Subsidiaries. The proceeds of the Delayed Draw Term Loans and the Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate business purposes of the Borrower and its Subsidiaries, including the financing of Capital Expenditures, Permitted AcquisitionsAcquisitions and other Investments permitted by Section 7.02. Swing Line Loans and Letters of Credit will be used for general corporate business purposes of the Borrower and its Subsidiaries (Subsidiaries. This Agreement is given in replacement of and as otherwise expressly provided herein)substitution for the Existing Credit Agreement and to refinance the Existing Credit Agreement. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement The Borrower is effective pursuant party to that certain Credit Agreement, dated as of March 7, 2011 (as amended, supplemented or otherwise modified prior to the Amendment date hereof, the “Existing Credit Agreement”), made by and Restatement Agreement among the Borrower, Chinos Acquisition Corporation (which merged with and into the Borrower on March 7, 2011), Holdings, Bank of America, N.A., as administrative agent and collateral agent, and the lenders, other agents and issuers from time to which this Agreement is attached as Annex A. time party thereto. The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term B Loans on the Closing Date in an initial aggregate Dollar Amount principal amount of $1,775,000,000, 1,567,000,000 in connection with an amendment and restatement of the Existing Credit Agreement. The parties hereto intend that (iia) a Term C Loans the Obligations (as defined in an initial aggregate Dollar Amount the Existing Credit Agreement) which remain unpaid and outstanding as of $425,000,000 the date hereof after giving effect to the Transaction shall continue to exist under this Agreement on the terms set forth herein and (iiib) a Revolving the Collateral (as defined in the Existing Credit Facility in an initial aggregate Dollar Amount Agreement) shall continue to secure, support and otherwise benefit the Obligations (as defined herein) of $352,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time the Loan Parties under this Agreement and one or more Swing Line Loans from time to timethe other Loan Documents. The proceeds of the New Term Loans will be used (as defined i) to refinance, in full, the Amendment and Restatement term loans outstanding under the Existing Credit Agreement), together with a portion of any applicable interest or fees in connection therewith, (ii) to deposit funds with the Borrower’s cash on handtrustee sufficient to redeem or repay in full the Senior Notes, are being used by the Borrower on the Closing Date to refinance all obligations of the Borrower under the Original Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any related premium and accrued interest to the date of redemption, pursuant to the Senior Notes Indenture in satisfaction and discharge thereof in accordance with its terms (the transactions described in clauses (i) and (ii), collectively, the “Refinancing”) and (iii) to the extent of any excess proceeds following the Refinancing, to pay fees and expenses in connection therewith. The proceeds of Revolving Credit Loans made after associated with the Closing Date will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and as otherwise expressly provided herein)Refinancing. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant agree to amend and agree restate the Existing Credit Agreement in its entirety as follows:: CG&R DRAFT: # ()

PRELIMINARY STATEMENTS. This Agreement is effective pursuant to the Amendment and Restatement Agreement to which this Agreement is attached as Annex A. The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term B Loans on the Closing Date in an initial aggregate Dollar Amount principal amount of $1,775,000,000, 790,000,000 and (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount principal amount of $352,000,000100,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of the New Term Loans (as defined in the Amendment and Restatement Agreement)Loans, together with a portion certain cash available on the balance sheet of the Borrower’s cash on hand, are being will be used by the Borrower on the Closing Date to refinance all obligations of the Borrower under the Original Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) certain indebtedness and to pay any related fees and expenses in connection therewithTransaction Expenses. The proceeds of the Revolving Credit Loans made after and Swing Line Loans and the Closing Date Letters of Credit issued under the Revolving Credit Facility will be used for working capital and other general corporate purposes of the Borrower and its the Restricted Subsidiaries, including the financing repayment of Permitted Acquisitions. Swing Line Loans Indebtedness, the making of Restricted Payments, and Letters the making of Credit will be used for general corporate purposes of Investments, all to the Borrower and its Subsidiaries (and as otherwise expressly provided herein)extent not prohibited by this Agreement. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant In connection with the Share Sale Agreement, dated as of February 2, 2021, by and among CK Holdings, L.P., a Cayman Islands exempted limited partnership acting by its general partner CK Holdings GP, Limited (the “Buyer”), Culture Kings Group Pty Ltd ACN 627 007 970, an Australian corporation (the “Company”), and the shareholders of the Company (together with the schedules and exhibits thereto, and as may be amended, modified, supplemented or waived from time to time, the Amendment and Restatement Agreement to which this Agreement is attached as Annex A. “Acquisition Agreement”), the Buyer will acquire certain of the issued share capital of the Company (the “Acquisition”). The Borrower has requested that that, substantially simultaneously with the consummation of the Acquisition, the Lenders extend credit to the Borrower in the form of (i) Initial Term B Loans on the Closing Date in an initial aggregate Dollar Amount principal amount of $1,775,000,000, 125,000,000 pursuant to this Agreement and (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount principal committed amount of $352,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time 25,000,000 pursuant to time and one or more Swing Line Loans from time to timethis Agreement. The proceeds of the New Initial Term Loans (as defined in the Amendment and Restatement Agreement)Loans, together with a portion (a) the proceeds of any initial borrowing under the Borrower’s cash on hand, are being used by the Borrower Revolving Credit Facility on the Closing Date to refinance all obligations and (b) the proceeds of the Borrower under Subordinated Notes, will be used (i) first, (x) to consummate the Original Credit Agreement that are not subject to the Term Loan Conversion Acquisition and (as defined in the Amendment and Restatement Agreementy) and to pay any related fees certain of the Transaction Expenses and expenses in connection therewith(ii) second, for working capital and other general corporate purposes. The proceeds of Borrowings under the Revolving Credit Loans Facility made after the Closing Date will be used by the Borrower and Holdings’ other Subsidiaries for working capital and other general corporate purposes (including to fund capital expenditures, Permitted Acquisitions and other permitted Investments, Restricted Payments, refinancing of the Borrower indebtedness and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and as otherwise expressly provided hereinany other transaction not prohibited by this Agreement). The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant to the Amendment and Restatement Agreement to which this Agreement is attached as Annex A. The Borrower has Borrowers have requested that the Lenders extend credit to the Borrower Borrowers in the form of (i) Parent Term B Loans in an initial aggregate Dollar Amount of $1,775,000,0001,935,000,000, (ii) a Dutch Term C Loans in an initial aggregate amount of €460,000,000, (iii) Delayed Draw Term Commitments in an initial aggregate Dollar Amount of $425,000,000 and 400,000,000, (iiiiv) a Dollar Revolving Credit Facility Commitments in an initial aggregate Dollar Amount of $352,000,000200,000,000 and (v) Multi-Currency Revolving Credit Commitments in an initial aggregate Dollar Amount of $300,000,000. The Dollar Revolving Credit Facility may include one or more Swing Line Loans from time to time. The Multi-Currency Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of the New Parent Term Loans (as defined in and the Amendment and Restatement Agreement)Dutch Term Loans, together with a portion of the Parent Borrower’s cash on hand, are being will be used by the Borrower (x) on or about the Closing Date to refinance finance the repayment in full of all obligations of the Borrower amounts due or outstanding under the Original Credit Agreement that are not subject and the payment of Transaction Expenses and (y) after the Closing Date for working capital and other general business purposes of the Parent Borrower and its Subsidiaries. The proceeds of the Delayed Draw Term Loans made after the Closing Date until the Delayed Draw Term Commitment Expiration Date will be used to the Term Loan Conversion (as defined in the Amendment finance Permitted Acquisitions and Restatement Agreement) other Investments permitted under Section 7.02 of this Agreement and to pay redeem, repurchase or otherwise retire any related fees and expenses in connection therewithSenior Notes. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrowers and their Subsidiaries. The proceeds of Swing Line Loans will be used for working capital and other general corporate purposes of the Parent Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Parent Borrower and its Subsidiaries (and as otherwise expressly provided herein)Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant Pursuant to the Amendment Merger Agreement (as this and Restatement Agreement other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Sierra Merger Corp., a Delaware corporation and a direct wholly-owned subsidiary of Holdings (“Merger Sub”), will merge (the “Merger”) with and into the Parent Borrower, with (i) subject to which this Agreement is attached dissenters’ rights, the Merger Consideration being paid, and (ii) the Parent Borrower surviving as Annex A. a wholly-owned subsidiary of Holdings. The Borrower has Borrowers have requested that substantially simultaneously with the consummation of the Merger, the Lenders extend credit to the Borrower Borrowers in the form of (i) Term B Loans in an initial aggregate Dollar Amount of $1,775,000,000, (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000335,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of the New Term Loans Initial Revolving Borrowing (as defined to the extent permitted in accordance with the Amendment and Restatement Agreementdefinition of the term “Permitted Initial Revolving Borrowing Purposes”), together with (i) a portion of the Borrower’s Borrowers’ cash on hand, are being used by (ii) up to $3,800,000,000 of borrowings under the Borrower on CF Facilities, (iii) the Closing Date to refinance all obligations proceeds of the Borrower funding of the Bridge Facility Debt and (iv) the proceeds of the Equity Contribution, will be used to finance the repayment of all amounts outstanding under the Original Existing Credit Agreement that are not subject to and certain other existing Indebtedness of the Term Loan Conversion (as defined in Parent Borrower and its Subsidiaries and pay the Amendment Merger Consideration and Restatement Agreement) and to pay any related fees and expenses in connection therewiththe Transaction Expenses. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrower Borrowers and its their Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower Borrowers and its Subsidiaries (and as otherwise expressly provided herein)their Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant to the Amendment and Restatement Agreement to which this Agreement is attached as Annex A. The Borrower has requested that that, substantially simultaneously with the consummation of the Refinancing, (i) the Term Loan Lenders extend credit to the Borrower in the form of (i) Term B Loans on the Closing Date in an initial aggregate Dollar Amount principal amount of $1,775,000,000, 450.0 million pursuant to this Agreement and (ii) a Term C Loans certain other lenders extend credit to the ABL Borrowers in the form of ABL Revolving Credit Commitments from time to time on or after the Closing Date in an initial aggregate Dollar Amount principal amount of up to $425,000,000 and (iii) a Revolving 400.0 million pursuant to the ABL Credit Facility in an initial aggregate Dollar Amount of $352,000,000Agreement. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The On the Closing Date, the proceeds of the New Term Loans (as defined in the Amendment and Restatement Agreement)Loans, together with a portion (i) the proceeds of the ABL Revolving Loans that are drawn on the Closing Date in an amount not to exceed $160.0 million (plus amounts borrowed to fund the repayment of the Borrower’s cash on hand, are being used by the Borrower existing revolving loans outstanding on the Closing Date to refinance all obligations of Date, the Borrower under the Original Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any related fees and expenses in connection therewith. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes needs of the Borrower and its Subsidiaries and any “flex” original issue discount pursuant to the Fee Letter) and (ii) any cash on the balance sheet of the Borrower, will be used (A) to consummate the Refinancing, (B) to consummate the other Transactions, (C) to pay the Transaction Costs and as otherwise expressly provided herein)(D) for other purposes permitted hereunder. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, extend credit on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant to the Amendment and Restatement Agreement to which this Agreement is attached as Annex A. The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term B Loans in an initial aggregate Dollar Amount of $1,775,000,000, (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount principal committed amount of $352,000,000200,000,000 pursuant to this Agreement. The Revolving Credit Facility may will include (i) a sub-limit for the making of one or more Swing Line Loans from time to time and (ii) a separate sub-limit for the issuance of one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of the New Term Loans initial borrowing under the Revolving Credit Facility on the Closing Date, will be used (A) to refinance all Indebtedness and other amounts outstanding under the Existing Credit Agreement (including to cash collateralize letters of credit thereunder, or the issuance of backstop letters of credit with respect thereto) and terminate in full all outstanding commitments, and release all guarantees and security interests thereunder (the “Closing Date Refinancing”), (B) to pay the Transaction Expenses (as defined in the Amendment and Restatement Agreementbelow), together with a portion of (C) to fund cash on the Borrower’s cash on handand its subsidiaries’ balance sheet, are being used by (D) to make distributions in respect of the Solo Stove Earnout and (E) for general corporate purposes and to provide working capital for the Borrower on and its subsidiaries. The Letters of Credit, Swing Line Loans and the Closing Date to refinance all obligations proceeds of the Borrower Borrowings under the Original Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any related fees and expenses in connection therewith. The proceeds of Revolving Credit Loans Facility made after the Closing Date will be used by the Borrower and its Subsidiaries for working capital and other general corporate purposes (including to fund capital expenditures, Permitted Acquisitions and other permitted Investments, Restricted Payments, refinancing of the Borrower indebtedness and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and as otherwise expressly provided hereinany other transaction not prohibited by this Agreement). The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant Pursuant to the Amendment Merger Agreement (as this and Restatement Agreement other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Merger Sub will merge with and into Crunch Holding, and Finance Sub will merge with and into New Crunch (collectively, the “Merger”), with (i) subject to which dissenters’ rights, the Purchase Price being paid, (ii) Crunch Holding surviving as a wholly owned subsidiary of Peak Holdings, and New Crunch surviving as a wholly owned subsidiary of Holdings and (iii) New Crunch assuming by operation of law all of the Obligations of Finance Sub under this Agreement is attached as Annex A. and the other Loan Documents (and all references herein and in the other Loan Documents to the term “Borrower” shall thereupon be deemed to be references to New Crunch). The Borrower has requested that simultaneously with the consummation of the Merger, the Lenders extend credit to the Borrower in the form of (i) Term B Loans in an initial aggregate Dollar Amount amount of $1,775,000,0001,250,000,000, and (ii) a Term C Loans Revolving Credit Commitments in an initial aggregate Dollar Amount amount of $425,000,000 and 125,000,000 (iii) a the “Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000Facility”). The Revolving Credit Facility may include one or more Letters of Credit from time to time Swing Line Loans and one or more Swing Line Loans Letters of Credit from time to time. The proceeds of the New Term Loans and the Initial Revolving Borrowing (as defined to the extent permitted in accordance with the Amendment and Restatement Agreementdefinition of the term “Permitted Initial Revolving Borrowing Purposes”), together with a portion the proceeds of (i) the issuance of the Borrower’s cash on handHigh Yield Notes and (iii) the Equity Contribution, are being will be used by to finance the Borrower on the Closing Date to refinance repayment of all obligations of the Borrower amounts outstanding under the Original Existing Credit Agreement that are not subject to and certain other existing Indebtedness of PFGI and pay the Term Loan Conversion (as defined in Purchase Price and the Amendment and Restatement Agreement) and to pay any related fees and expenses in connection therewithTransaction Expenses. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and as otherwise expressly provided herein)Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant to the Amendment and Restatement Agreement to which this Agreement is attached as Annex A. The Borrower has requested that the Lenders extend credit to the Borrower in the form of Revolving Credit Commitments (ias this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below) Term B Loans in an initial aggregate Dollar Amount principal amount of $1,775,000,000, 50,000,000 (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 and (iii) a the “Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000Facility”). The Revolving Credit Facility may include one or more Letters of Credit from time to time Swing Line Loans and one or more Swing Line Loans Letters of Credit from time to time. The proceeds of the New Term Loans Borrowings will be used (as defined in the Amendment and Restatement Agreement), together with a portion of the Borrower’s cash on hand, are being used by the Borrower a) on the Closing Date Date, to refinance all obligations certain existing indebtedness of the Borrower under the Original Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any related associated fees and expenses in connection therewith. The proceeds of Revolving Credit Loans made after the Closing Date will be used and (b) thereafter, for working capital purposes and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitionsacquisitions permitted under this Agreement. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and as otherwise expressly provided herein)Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have Issuer has indicated their its willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant to the Amendment and Restatement Agreement to which this Agreement is attached as Annex A. The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term B Loans (as defined prior to giving effect to the Third Incremental Amendment Effective Date) in an initial aggregate Dollar Amount of $1,775,000,000, (ii) a Term C Loans (as defined prior to giving effect to the Third Incremental Amendment Effective Date) in an initial aggregate Dollar Amount of $425,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of the New Term Loans (as defined in the Amendment and Restatement Agreement), together with a portion of the Borrower’s cash on hand, are being used by the Borrower on the Closing Date to refinance all obligations of the Borrower under the Original Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any related fees and expenses in connection therewith. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and as otherwise expressly provided herein). The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This The Borrower, Holdings, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent are party to a Credit Agreement is effective pursuant dated as of June 27, 2007 (the “Existing Credit Agreement”). Pursuant to the Amendment and Restatement Agreement to which this Agreement is attached as Annex A. The (such term and other capitalized terms used herein having the meanings set forth in Section 1.01 below), the Borrower has requested requested, and the Lenders party hereto and the Administrative Agent have agreed, upon the terms and subject to the conditions set forth therein, that the Lenders extend credit to the Borrower Existing Credit Agreement be amended and restated in the form of (i) Term B Loans in an initial aggregate Dollar Amount of $1,775,000,000, (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds its entirety as provided herein effective upon satisfaction of the New Term Loans (as defined conditions set forth in the Amendment and Restatement Agreement), together with a portion of the Borrower’s cash on hand, are being used by the Borrower on the Closing Date to refinance all obligations of the Borrower under the Original Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any related fees and expenses in connection therewith. The proceeds of the Revolving Credit Facility and of the Class A Incremental Term Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Capital Expenditures, Permitted AcquisitionsAcquisitions and other Investments permitted by Section 7.02. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and as otherwise expressly provided herein)Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant to the Amendment and Restatement Agreement to which this Agreement is attached as Annex A. The Borrower has requested that (i) on the Closing Date, the Term B Lenders extend credit lend to the Borrower in the form of (i) Term B Loans in an initial aggregate Dollar Amount principal amount of $1,775,000,000, 1.06 billion in order to finance the Closing Date Transactions and to finance costs and expenses incurred in connection therewith and (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of , the New Term Loans (as defined in the Amendment and Restatement Agreement), together with a portion of the Borrower’s cash on hand, are being used by the Borrower on the Closing Date to refinance all obligations of the Borrower under the Original Revolving Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any related fees and expenses in connection therewith. The proceeds of Lenders make Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of Swing Line Loans to the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used L/C Issuers issue for general corporate purposes the account of the Borrower and its Subsidiaries (Letters of Credit. The Borrower has requested that on the ETM Acquisition Closing Date, the Initial Term B-1 Lenders lend to the Borrower the Initial Term B-1 Loans in an initial principal amount of up to $500 million in order to finance the ETM Acquisition Closing Date Transactions and as otherwise expressly provided herein)to finance costs and expenses incurred in connection therewith. At the Amendment No. 2 Effective Time, following the funding of the Initial Term B-1 Loans, the Borrower has requested that all Term B Loans be converted to Additional Term B-1 Loans or be prepaid from cash on hand of the Borrower and, if applicable, the proceeds of newly funded Additional Term B-1 Loans. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant to the Amendment and Restatement Agreement to which this Agreement is attached as Annex A. The Borrower has requested that (a) the Term B Lenders extend credit make Term B Loans to the Borrower in the form of (i) Term B Loans in an initial aggregate Dollar Amount principal amount of $1,775,000,0002,000,000,000, (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 and (iiib) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time, the Revolving Credit Lenders lend to the Borrower and the L/C Issuer issue Letters of Credit for the account of the Borrower and its Restricted Subsidiaries under a $225,000,000 Revolving Credit Facility. The proceeds of the New Term B Loans (as defined in the Amendment and Restatement Agreement), together with a portion of the Borrower’s cash on hand, are being will be used by the Borrower on to finance the Closing Date repayment of all amounts outstanding under the Existing Credit Agreements, to refinance repurchase or redeem all obligations outstanding Senior Notes, to prefund dividends, stock repurchases or for other corporate purposes and pay the Transaction Expenses. The proceeds of the Term B-1 Loans may be used by the Borrower under the Original Credit Agreement that are not subject to the Term Loan Conversion (as defined in the Amendment and Restatement Agreement) and to pay any related a dividend to Holdings, which may in turn distribute such proceeds to holders of its equity interests, to pay fees and expenses in connection therewithwith Amendment No. 1 or for other corporate purposes. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and as otherwise expressly provided herein)Subsidiaries. The applicable Lenders have indicated their willingness to lend, lend and the L/C Issuers have Issuer has indicated their its willingness to so issue Letters of Credit, in each case, on the terms and subject to the conditions set forth hereinin this Agreement. In consideration of the mutual covenants and agreements herein containedcontained in this Agreement, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant Pursuant to the Amendment Acquisition Agreement (as this and Restatement Agreement to which this Agreement is attached as Annex A. other capitalized terms used in these preliminary statements are defined in Section 1.01 below), the Borrower will acquire (the “Acquisition”) TOWER HOLDINGS, INC., a Delaware corporation (“Tower”), and LINEAGE THERAPEUTICS, INC., a Delaware corporation (“Lineage” and together with Tower, the “Company”). The Borrower has requested that that, substantially simultaneously with the consummation of the Acquisition, the Lenders extend credit to the Borrower in the form of (i1) $435,000,000 of Term B Loans in an initial aggregate Dollar Amount of $1,775,000,000, (ii) a Term C Loans in an initial aggregate Dollar Amount of $425,000,000 and (iii2) a $50,000,000 aggregate principal amount of Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to timeCommitments on the Closing Date. The proceeds of the New Term Loans (as defined in and any Revolving Loans made on the Amendment and Restatement Agreement)Closing Date, together with a portion the proceeds of the Borrower’s cash on handhand at Impax and its subsidiaries on the Closing Date, are being will be used by the Borrower on the Closing Date (a) to refinance all obligations of the Borrower repay Indebtedness incurred under the Original Existing Credit Agreement that are not subject to the Term Loan Conversion and (as defined in the Amendment and Restatement Agreementb) and (i) to pay any related certain original issue discount or upfront fees and expenses in connection therewith. The proceeds of Revolving Credit Loans made after with the Closing Date will be used Transactions, (ii) to pay the Acquisition Consideration, (iii) to pay the Transaction Expenses and (iv) for amounts required for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and as otherwise expressly provided herein)capital. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have Issuing Bank has indicated their its willingness to issue Letters of Credit, in each case, case on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement is effective pursuant to the Amendment and Restatement Agreement to which this Agreement is attached as Annex A. The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Tranche B Term B Loans in an initial aggregate Dollar Amount of $1,775,000,000150,000,000, (ii) a Tranche C Term C Loans in an initial aggregate Dollar Amount of $425,000,000 300,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,00050,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time Swing Line Loans and one or more Swing Line Loans Letters of Credit from time to time. The proceeds of the New Term Loans (as defined in the Amendment and Restatement Agreement)will be used, together with a portion cash on hand of the Borrower’s cash on hand, are being used by to repay in full all outstanding Indebtedness and other amounts (other than contingent indemnification, tax gross-up, expense reimbursement or yield protection obligations in respect of which no claim has been made to the Borrower on the Closing Date to refinance all obligations of the Borrower Borrower) owing under the Original Credit Agreement that are not subject dated as of July 25, 2007 (as amended, supplemented or otherwise modified prior to the Term date hereof, the “Existing Credit Agreement”), among the Borrower, UBS AG, Stamford Branch, as administrative agent, collateral agent and an L/C issuer, UBS Loan Conversion Finance LLC, as swing line lender, the lenders party thereto, Credit Suisse Securities (USA) LLC, as defined syndication agent, and Xxxxxx Brothers Inc., as documentation agent, to pay the Transaction Expenses and, in the Amendment case of up to $50,000,000 of Tranche C Term Loans, to fund L/C Restricted Cash and Restatement Agreement) and to pay any related fees and expenses Investments in connection therewithUnrestricted L/C Subsidiaries. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and as otherwise expressly provided herein)Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: