Common use of PRELIMINARY STATEMENTS Clause in Contracts

PRELIMINARY STATEMENTS. On the Closing Date, immediately prior to giving effect to the Initial Exchange Transactions (as defined below), certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacity, the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as of the Closing Date, by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. 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. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. On the Closing Date, immediately prior Reference is made to giving effect to the Initial Exchange Transactions (as defined below), certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacity, the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to 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 Closing Datedate hereof, the “Original Credit Agreement”), by and among, inter aliaalios, the Existing AgentParent Borrower, Loan Parties (as defined below)the other Borrowers party thereto from time to time, and the Guarantors party thereto from time to time, the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant from time to the Initial Exchange Transactionstime, each Exchanging Term Lender shall receive and Bank of America, N.A., as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreementadministrative agent. The Parent Borrower has requested that the Exchanging Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term Lenders provide term loans to B Loans on the Borrower Closing Date in an initial aggregate principal amount equal to of $200,000,000 (the “First Out New Money Term Loans”), and the Exchanging Term 600,000,000. The Lenders party hereto have agreed pursuant to provide Sections 2.15 of the First Out New Money Term Loans Original Credit Agreement to refinance in full the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent loans outstanding under the Existing Original Credit Agreement at with new Term B Loans under this Agreement and to amend and restate the direction Original Credit Agreement in accordance with the terms hereof. The proceeds of the Borrower) shall Term B Loans, together with (i) promptly notify a portion of the lenders under cash on hand at the Existing Credit Agreement that the Initial Exchange Transactions have occurred Parent Borrower and the Existing Credit Agreement Amendment has become effective its Subsidiaries and (ii) provide the lenders holding Existing Term Loans thereunder proceeds of the option to sellUnsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, in a purchase and sale offer transaction will be used on or prior to a date no later than ten (10) days after the Closing DateDate by the Borrowers (a) to consummate the Closing Date Refinancing, their Existing Term Loans (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the CollateralFacilities. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. 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 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. On The Borrower, Barclays Bank PLC, as administrative agent and collateral agent (the “Existing Administrative Agent”), and each Lender from time to time party thereto are parties to the Term Loan Credit Agreement dated as of September 30, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”). The Existing Credit Agreement provided the Borrower with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, immediately prior the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used to giving effect repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the Initial Exchange Transactions conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below), certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (such Lenders in such capacity, the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange LoansAcquisition”), each as further described in indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Exchange Agreement and the immediately succeeding Recital Borrower (such transactions described in (x) and (y), the “Initial Exchange TransactionsBuyer”), and of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (y) provided its consent the “Target”), from the equity holders thereof, pursuant to the amendments Agreement and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit AgreementPlan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the Closing Datedate hereof, the “Merger Agreement”) by and amongamong the Buyer, inter aliaGFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Existing AgentTarget, Loan Parties (as defined below)solely for purposes of Article X thereof, the Borrower and the lenders party thereto (the “Existing Credit Agreement Amendment”)securityholder representative identified therein. Pursuant to the Initial Exchange TransactionsMerger Agreement, each Exchanging Term Lender shall receive the Buyer will merge with and into the Target, with the Target remaining as consideration for its assignment the surviving corporation of the merger and sale becoming a wholly-owned, indirect subsidiary of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange AgreementBorrower. The Borrower has requested that Existing Administrative Agent, the Exchanging Term Administrative Agent, the Collateral Agent and each of the Lenders provide term loans party to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), and the Exchanging Term Lenders Amendment have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrowera) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under amend the Existing Credit Agreement to have been issued under this Agreement provide for the 2018 Incremental Term Loans extended by such Issuing Banks the 2018 Incremental Term Lenders and (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting b) make certain other amendments to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Existing Credit Agreement. 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 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 that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

PRELIMINARY STATEMENTS. On the Closing Date, immediately prior to giving effect to the Initial Exchange Transactions (as defined below), certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacityThe Borrower, the “Exchanging Term Lenders”Guarantors, Bank of America, as administrative agent and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement collateral agent and the immediately succeeding Recital (such transactions described in (x) other lenders, swing line lenders and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, letter of credit issuers party thereto entered into a credit agreement dated as of the Closing DateJanuary 30, by and among, inter alia, the Existing Agent, Loan Parties 2012 (as defined below)amended, restated, amended and restated, supplemented or otherwise modified prior to the lenders party thereto (date hereof, the “Existing Credit Agreement AmendmentAgreement”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term applicable Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans extend credit to the Borrower on the Closing DateRestatement Effective Date in the form of term loans in an initial aggregate principal amount of $650,000,000. After The proceeds of the Closing Date, term loan borrowings hereunder will be used (i) to repay in full the existing term loans and any accrued interest and fees of the Borrower (or the Existing Agent under the Existing Credit Agreement at and (ii) to finance the direction acquisition through one of the Borrower’s wholly owned subsidiaries (the “Acquisition”) shall of certain assets of Lafarge North America Inc. (ithe “Seller”) promptly notify pursuant to the lenders under Asset Purchase Agreement, dated as of April 16, 2015 (the “Acquisition Agreement”), by and between Continental Cement Company, L.L.C., a Delaware limited liability company, and indirect wholly owned subsidiary of the Borrower, and the Seller, in each such case, simultaneously herewith. Subject to the satisfaction of the conditions set forth in Section 4.01 hereof, the parties hereto as of the Restatement Effective Date have agreed to amend and restate the Existing Credit Agreement that in the Initial Exchange Transactions have occurred form of this Agreement, and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. The applicable Lenders have indicated their willingness to lend, lend and the applicable Issuing Banks L/C Issuers 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. On the Closing Date, immediately prior to giving effect Pursuant to the Initial Exchange Transactions Acquisition Agreement (as this and other capitalized terms used in these preliminary statements are defined in Article I below), certain Network Merger Sub, Inc., a direct wholly owned subsidiary of Holdings, merged with and into ASP NEP/NCP Holdco, Inc. (the “Company”), with the Borrower surviving as a wholly owned subsidiary of Holdings. Pursuant to the certificate of merger filed upon the Acquisition, the Company was renamed NEP/NCP Holdco, Inc. This Agreement was originally entered into on December 24, 2012 (the “Original Credit Agreement”) substantially simultaneously with the consummation of the Acquisition, whereby (i) the Lenders held collectively outstanding extended credit to the Borrower in the form of Term Loans (as defined in on the Existing Credit Agreement (as defined below)) Effective Date in an initial aggregate principal amount of $513,370,081.19 165,000,000 and (such Lenders in such capacity, the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicableii) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans certain lenders extended credit to the Borrower in exchange for consideration consisting the form of the First Lien Credit Agreement in an initial aggregate amount of $455,000,000 of term loans pursuant to the First Lien Credit Agreement and $60,000,000 of revolving commitments pursuant to the First Lien Credit Agreement to fund working capital purposes and general corporate purposes, including permitted acquisitions and capital expenditures. Pursuant to the Amendment Agreement (the “Amendment Agreement”) dated as of January 22, 2013, (a) First Out $25,000,000 of outstanding Term Loans issued hereunder (such First Out Term Loans, on the “Initial Exchange First Out Term Loans”) Restatement Effective Date were prepaid and (b) Second Out Term Loans issued hereunder certain other changes were made to the Original Credit Agreement (such Second Out Term Loansthe Original Credit Agreement as amended by the Amendment Agreement, the “Initial Exchange Second Out Existing Credit Agreement”). The proceeds of the Term Loans” and, Loans and the First Lien Term Loans incurred on the Effective Date together with (i) a portion of the Initial Exchange First Out Term LoansCompany’s cash on hand and (ii) the proceeds of the Equity Financing, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in were used to pay (x) and (y), the “Initial Exchange Transactions”), Acquisition consideration and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as of the Closing Date, by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. 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. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:Transaction Costs.

PRELIMINARY STATEMENTS. On the Closing DateThe Borrower has requested that, immediately prior to giving effect to upon the Initial Exchange Transactions (as defined satisfaction in full of the conditions precedent set forth in Article IV below), certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacity, the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender Lenders (in each case as applicablea) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans lend to the Borrower $200,000,000 in exchange for consideration consisting the form of (a) First Out Term Loans issued hereunder (such First Out Term Loans, a term loan A and $250,000,000 in the “Initial Exchange First Out Term Loans”) form of a term loan B. and (b) Second Out Term Loans issued hereunder (such Second Out Term Loansmake available to the Borrower a $75,000,000 revolving credit facility for the making of revolving loans and the issuance of letters of credit for the account of the Borrower, from time to time, the “Initial Exchange Second Out Term Loans” andproceeds of which term loans and revolving loans shall be used (i) to refinance and redenominate, together contemporaneously with the Initial Exchange First Out Term Loansmaking of the term loan advances hereunder, all indebtedness outstanding under that certain Credit Agreement, dated as of November 20, 2003, made by and among Holdings, the “Initial Exchange Loans”)Borrower, the Administrative Agent, each lender from time to time party thereto and certain others, as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain has been amended pursuant to Amendment No. 1 to Credit Agreement, Agreement dated as of the Closing DateSeptember 17, by 2004, Amendment No. 2 to Credit Agreement dated as of May 18, 2005, and amongAmendment No. 3 to Credit Agreement dated as of November 22, inter alia, the Existing Agent, Loan Parties 2005 (as defined below)so amended, and the lenders party thereto (the “Existing Credit Agreement AmendmentAgreement”). Pursuant , (ii) to pay fees and expenses incurred in connection with the Initial Exchange Transactionsimplementation of the credit facilities pursuant hereto (such payment of fees and expenses, each Exchanging Term Lender shall receive as consideration together with the refinancing and redenomination of the credit facilities under the Existing Credit Agreement, hereinafter the “Transaction”), (iii) to provide ongoing working capital for the Borrower and its assignment Subsidiaries, and sale (iv) for other general corporate purposes of the Borrower and its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange AgreementSubsidiaries. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), amend and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under restate the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Partiesprovide a term A loan facility, a security interest in term B loan facility and lien upon their respective righta revolving credit facility, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. The applicable Lenders have indicated their willingness to so amend and restate, and to so lend, and the applicable Issuing Banks L/C Issuers (as defined below) have indicated their willingness to issue Letters letters of Creditcredit, 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. On the Original Closing Date, immediately prior a credit agreement was entered into among the Borrower, Holdings, the other Guarantors party thereto from time to giving effect to time, the Initial Exchange Transactions Lenders and Bank of America, N.A. as Administrative Agent (as defined below)amended and restated on February 14, certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacity2020, the “Exchanging Original Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term LoansLoan Credit Agreement”). On November 16, 2012, a credit agreement was entered into among the Closing DateBorrower, each Exchanging Term Lender Holdings, the other Guarantors party thereto from time to time, the Lenders and Bank of America, N.A. as Administrative Agent (in each case as applicable) (x) soldamended and restated on June 28, in an open market purchase 2013, March 6, 2015, August 10, 2017 and sale transactionFebruary 14, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans2020, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange LoansOriginal Revolving Credit Agreement”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as of the Closing Date, by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term applicable Lenders provide term loans extend credit to the Borrower in the form of (i) the Initial Term Loans on the Closing Date in an initial aggregate principal amount equal to of $200,000,000 1,350,000,000 and (ii) the “First Out New Money Revolving Credit Facility in an initial aggregate principal amount of $370,000,000. The proceeds of the Initial Term Loans”), together with the proceeds of the Senior Unsecured Notes and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to all or a portion of a Revolving Borrowing, will be used by the Borrower on to directly or indirectly (i) refinance the Closing Date. After entire aggregate principal amount of term loans outstanding under the Original Term Loan Credit Agreement immediately prior to the Closing Date, (ii) refinance the Borrower (or the Existing Agent entire aggregate principal amount outstanding under the Existing Original Revolving Credit Agreement at and terminate the direction commitments thereunder, (iii) redeem all of the Borrower) shall ’s 7.875% senior secured notes due 2022, 8.500% senior secured notes due 2024 and 7.625% senior notes due 2023 through a tender offer, redemption, satisfaction and discharge or otherwise (clauses (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and ), (ii) provide and (iii) are collectively referred to herein as the lenders holding Existing Term Loans thereunder “Closing Date Refinancing Transactions”) and (iv) to pay the option costs and expenses related thereto and to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans fund cash to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”)Borrower’s balance sheet. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction The proceeds of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement Facility will also be used by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Restricted Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. The applicable Lenders have indicated their willingness to lendreplace, and the applicable Issuing Banks have indicated their willingness to issue backstop or cash collateralize Existing Letters of Credit, in each case on the terms for working capital and general corporate purposes (including permitted acquisitions) subject to the conditions terms set forth herein. The Borrower has requested that the Lenders amend and restate the Original Term Loan Credit Agreement in its entirety as set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. On the Closing Date, immediately prior to giving effect Pursuant to the Initial Exchange Transactions (as defined below), certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacity, the “Exchanging Term Lenders”, Amended and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Restated Unit Purchase Agreement, dated as of August 12, 2019, as amended on January 23, 2020, among the Closing Date, by and among, inter aliaInitial Borrower, the Existing AgentSPAC, Loan Parties the Company and Atlas Technical Consultants Holdings, LP, a Delaware limited partnership (as defined belowtogether with all exhibits, schedules and disclosure letters thereto, the “Acquisition Agreement”), and the lenders party thereto Initial Borrower will acquire all of the outstanding Equity Interests of the Company (the “Existing Credit Agreement AmendmentAcquisition”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. 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. In consideration in the Acquisition Agreement, and (ii) immediately following the consummation of the mutual covenants and agreements herein containedAcquisition on the Closing Date, the Initial Borrower will merge with and into the Company, with the Company being the surviving Person of such merger (the “Merger”). The Initial Borrower has requested that the applicable Lenders extend credit to the Borrower in the form of (i) the Initial Term Loans in an initial aggregate principal amount of $281,000,000, (ii) the Revolving Loans in an aggregate principal amount of $40,000,000, (iii) Letters of Credit in an aggregate amount of $5,000,000 and (iv) Swing Loans in an aggregate principal amount of $5,000,000. The proceeds of the Initial Term Loans, together with the proceeds of the SPAC Equity Contribution and the proceeds of the Revolving Loans not to exceed $10,000,000 utilized on the Closing Date, will be used to (i) fund the Transactions (including to pay the Transaction Costs) and (ii) fund the Long Engineering Acquisition in the aggregate amount of $10,500,000. After the Closing Date, the proceeds of the Revolving Loans, Swing Loans and Letters of Credit will be used for working capital and general corporate requirements of the Borrower and its Restricted Subsidiaries, including the funding of Permitted Acquisitions, other permitted Investments and/or any other transaction not prohibited by the terms of this Agreement. The parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. On Prior to the Closing Datedate of this Agreement, the Borrowers and the Guarantors, on the one hand, and Bank of America, N.A., as the Administrative Agent, and the lenders party thereto, on the other hand, entered into that certain Third Amended and Restated Credit Agreement, dated as of December 31, 2019 (as amended pursuant to that certain First Amendment to Third Amended and Restated Credit Agreement dated as of March 27, 2020, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of June 2, 2020, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of September 21, 2021, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of October 5, 2021, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of March 10, 2022, and as further amended from time to time and in effect immediately prior to giving effect to the Initial Exchange Transactions Fourth Restatement Date (as defined below), the “2019 Credit Agreement”), pursuant to which the lenders party thereto provided the Borrowers and Guarantors with certain financial accommodations. The Borrowers have requested that the Administrative Agent and the Lenders held collectively outstanding Term Loans (as defined in amend and restate the Existing 2019 Credit Agreement to, among other things, increase the Revolving Credit Commitment to $850,000,000, increase the Term Commitment to provide for (as defined below)x) a Euro-denominated term loan tranche in an aggregate principal amount of €65,310,000 and (y) a Dollar-denominated term loan tranche in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacity75,000,000, extend the “Exchanging Term Lenders”Maturity Date, and such Term Loans held by such Lenders, effect the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (other changes set forth in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit this Agreement, dated as of the Closing Date, by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), Administrative Agent and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. The applicable Lenders have indicated their willingness to lend, so amend the 2019 Credit Agreement and to lend and the applicable Issuing Banks have L/C Issuer has indicated their its willingness to issue Letters letters of Creditcredit, in each case case, on the terms and subject to the conditions set forth herein. In accordance with Section 11.01 of the 2019 Credit Agreement, the Borrowers, the Guarantors, the Lenders and the Administrative Agent desire to amend and restate the 2019 Credit Agreement as provided herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. On Prior to the Closing Datedate of this Agreement, the Borrowers and the Guarantors, on the one hand, and Bank of America, N.A., as the Administrative Agent, and the lenders party thereto, on the other hand, entered into that certain Second Amended and Restated Credit Agreement, dated as of May 19, 2016 (as amended pursuant to that certain First Amendment to Second Amended and Restated Credit Agreement dated as of December 22, 2016, that certain Joinder, Assumption and Amendment Agreement dated as of May 30, 2017, that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of August 1, 2017, that certain Fourth Amendment to Second Amended and Restated Credit Agreement dated as of February 26, 2018 and that certain Fifth Amendment to Second Amended and Restated Credit Agreement dated as of November 1, 2019, and as further amended from time to time and in effect immediately prior to giving effect to the Initial Exchange Transactions Third Restatement Date (as defined below), the “Existing Credit Agreement”), pursuant to which the lenders party thereto provided the Borrowers and Guarantors with certain financial accommodations. The Borrowers have requested that the Administrative Agent and the Lenders held collectively outstanding Term Loans (as defined in amend and restate the Existing Credit Agreement (as defined below)) in an aggregate principal amount to, among other things, increase the Revolving Credit Commitment to $350,000,000, increase the Term Commitment to the Dollar Equivalent of $513,370,081.19 (such Lenders 100,000,000, denominated in such capacityEuros, to increase the “Exchanging potential aggregate incremental increase of the Revolving Credit Facility and the Term Lenders”Facility under Sections 2.15 and 2.16 to $200,000,000, extend the Maturity Date, and such Term Loans held by such Lenders, effect the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (other changes set forth in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to this Credit Agreement, dated as of the Closing Date, by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), Administrative Agent and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. The applicable Lenders have indicated their willingness to lend, so amend the Existing Credit Agreement and to lend and the applicable Issuing Banks have L/C Issuer has indicated their its willingness to issue Letters letters of Creditcredit, in each case case, on the terms and subject to the conditions set forth herein. In accordance with Section 11.01 of the Existing Credit Agreement, the Borrowers, the Guarantors, the Lenders and the Administrative Agent desire to amend and restate the Existing Credit Agreement as provided herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. On This Agreement is effective pursuant to the Closing Date, immediately 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 Initial Exchange Transactions Third Incremental Amendment Effective Date) in an initial aggregate Dollar Amount of $1,775,000,000, (ii) Term C Loans (as defined below), certain Lenders held collectively outstanding 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 Existing Credit Agreement (as defined belowAmendment and Restatement Agreement)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacity, the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as a portion of the Closing DateBorrower’s cash on hand, are being used by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, Date to refinance all obligations of the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Original Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans are not subject to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender Conversion (as defined in the Existing Credit Amendment and Restatement Agreement) agrees and to exchange 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 Revolving Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters will be used for general corporate purposes of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct (and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as otherwise expressly provided in the Agreementherein). The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers 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. On A revolving credit and term loan facility exists in favor of the Closing Date, immediately prior to giving effect Borrower pursuant to the Initial Exchange Transactions (as defined below), certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount terms of $513,370,081.19 (such Lenders in such capacity, the “Exchanging Term Lenders”, that Amended and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Restated Credit Agreement, dated as of June 22, 2004, among the Closing DateBorrower, by and among, inter aliaHoldings, the Existing Agentsubsidiaries of the Borrower party thereto, Loan Parties (as defined below), and 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 AmendmentAgreement”). Pursuant The parties hereto wish to amend and restate the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor Credit Agreement in the Exchange Agreement. The Borrower has requested that form of this Agreement and the Exchanging Term Lenders provide term loans will extend credit to the Borrower in the form of (i) Initial Term Loans in an initial aggregate principal amount equal of $439,000,000, (ii) a Delayed Draw Term Loan Facility in an initial aggregate principal amount of $150,000,000, (iii) a Revolving Credit Facility in an initial aggregate principal amount of $225,000,000 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 $200,000,000 (time and one or more Swing Line Loans from time to time. The proceeds of the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Initial Term Loans will be used to finance the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent repayment of amounts outstanding under the Existing Credit Agreement at and the direction Transaction Expenses and for working capital and other general business purposes of the Borrower) shall (i) promptly notify Borrower and its Subsidiaries. The proceeds of the lenders under Delayed Draw Term Loans and the Revolving Credit Loans made after the Closing Date will be used for working capital and other general business purposes of the Borrower and its Subsidiaries, including the financing of Capital Expenditures, Permitted Acquisitions and other Investments permitted by Section 7.02. Swing Line Loans and Letters of Credit will be used for general business purposes of the Borrower and its Subsidiaries. This Agreement is given in replacement of and substitution for the Existing Credit Agreement that the Initial Exchange Transactions have occurred and to refinance the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers 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. On The Initial Borrower, the Closing Date, immediately prior to giving effect to Administrative Agent and the Initial Exchange Transactions lenders party thereto (as defined below), certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacitycollectively, the “Exchanging Term Original Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in previously entered into that certain Amendment No. 1 to Credit Agreement, dated as of October 25, 2019 (as heretofore amended, supplemented, amended and restated, supplemented or otherwise modified immediately prior to the Closing Date, by and among, inter aliaeffectiveness of this Agreement, the Existing Agent, Loan Parties (as defined below“Original Credit Agreement”), and under which, among other things, the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant Original Lenders agreed to extend credit to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans Borrowers in the amount form of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower Revolving Credit Commitments in an aggregate principal amount equal to $200,000,000 (125,000,000. The Initial Revolving Credit Commitments were subsequently increased by an amount equal to $42,500,000. The Borrowers, the “First Out New Money Term Loans”)Guarantors, the Administrative Agent and the Exchanging Term 2021 Extended Revolving Credit Lenders have agreed to provide amend and restate in its entirety the First Out New Money Term Loans Original Credit Agreement in the form hereof. The amendment and restatement of the Original Credit Agreement evidenced by this Agreement shall become effective on the 2021 Amendment Effective Date pursuant to Section 10.26. The 2021 Extended Revolving Credit Lenders have agreed to extend credit to the Initial Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing form of 2021 Extended Revolving Credit Agreement) agrees Commitments in an aggregate principal amount equal to exchange its Revolving Loans and Revolving Commitments (in each case$167,500,000, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. 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 Revolving Credit Commitments permit the issuance of one or more Letters of Credit and Alternative Letters of Credit from time to time and the making of one or more Swing Line Loans from time to time. The applicable Lenders have indicated their willingness to lend and each of the L/C Issuer and the Alternative L/C Issuers has indicated its willingness to issue Letters of Credit or Alternative Letters of Credit, as applicable, in each case, on the terms and subject to the conditions set forth herein. The capitalized terms used in these preliminary statements are defined in Section 1.01 below. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. On As of the Closing Datedate hereof, immediately prior the Secured Consenting Holders hold, in the aggregate, approximately 55% of the aggregate outstanding principal amount of the 9.5% Senior Secured Notes due 2017 (the “Senior Secured Notes”) issued pursuant to giving effect that certain Indenture dated as of December 29, 2006, by and among Neenah, as issuer, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), as Indenture Trustee, as supplemented on September 30, 2008 (the “Secured Notes Indenture”); As of the date hereof, the Subordinated Consenting Holders hold, in the aggregate, 100% of the aggregate outstanding principal amount of the 12.5% Senior Subordinated Notes due 2013 (the “Subordinates Notes”, and together with the Senior Secured Notes, the “Notes”) issued by Neenah; The Company and the Consenting Holders have agreed to implement a restructuring and reorganization of the Company pursuant to the Initial Exchange terms and conditions set forth in the restructuring term sheet attached hereto as Exhibit A (including the schedules and exhibits attached thereto and the additional schedules and exhibits to be prepared and filed after the date hereof based upon such term sheet, which term sheet is in form and substance acceptable to the Requisite Secured Noteholders (defined below) and the Company, and which may not be materially amended without the written consent of the Company and the Requisite Secured Noteholders; provided, however, that with respect to Tontine (as defined in the Plan Term Sheet), any individual employed by Tontine, or the holders of the Subordinated Notes, any amendment that would result in materially adverse treatment to them requires the written consent of the Company, the Requisite Secured Noteholders and the Subordinated Consenting Holders, the “Plan Term Sheet”) which is expressly incorporated herein and made part of this Agreement. The Plan Term Sheet sets forth the terms and conditions for the Restructuring Transactions (as defined below); however, certain Lenders held collectively outstanding it is supplemented by the terms and conditions of this Agreement. In the event of any inconsistency between the Plan Term Loans Sheet and this Agreement, this Agreement shall control. The Plan Term Sheet is the product of arm’s length, good faith discussions between the Company and members of an ad hoc committee of holders of the Senior Secured Notes (the “Ad Hoc Committee”) comprising the initial Secured Notes Consenting Holders signatory hereto; It is agreed that, subject to the terms of this Agreement, the restructuring transactions contemplated by the Plan Term Sheet (the “Restructuring Transactions”) will be implemented through a plan of reorganization under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacityamended, the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange LoansBankruptcy Code”), each as further described which plan of reorganization shall be consistent in all material respects with the Exchange Agreement terms of the Plan Term Sheet and shall otherwise be satisfactory to the Requisite Secured Noteholders and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as of the Closing Date, by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto Company (the “Existing Credit Agreement AmendmentPlan”). Pursuant ; and The Company has agreed to commence voluntary reorganization cases under chapter 11 of the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 Bankruptcy Code (the “First Out New Money Term LoansChapter 11 Cases”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in United States Bankruptcy Court for the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each District of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks Delaware (the “Subsequent Revolving Loan Exchange Bankruptcy Court”) to implement the Plan and effect the Restructuring Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. 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. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.

PRELIMINARY STATEMENTS. The Borrowers have requested that (i) the Term Loan A Lenders extend credit to the Term Loan Borrower in the form of Term A Loans on the Closing Date in an initial aggregate principal amount of up to $250.0 million pursuant to this Agreement, (ii) the Term Loan B Lenders extend credit to the Term Loan Borrower in the form of Term B Loans on the Closing Date in an initial aggregate principal amount of up to $750.0 million pursuant to this Agreement and (iii) the Revolving Credit Lenders extend credit to the Revolver Borrowers in accordance with the Revolving Credit Commitments in an initial aggregate principal amount of up to $250.0 million pursuant to this Agreement (with the aggregate principal amount of Revolving Credit Loans permitted to be borrowed on the Closing Date). On the Closing Date, immediately prior Parent will enter into the Senior Notes Indenture pursuant to giving effect to the Initial Exchange Transactions (as defined below), certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) which Parent will issue Senior Notes in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacity, 400.0 million and the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, proceeds of the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement Senior Notes and the immediately succeeding Recital (such transactions described cash on hand, will be used in (x) and (y), part to repay in full all amounts due or outstanding under the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as of the Closing DateFebruary 15, by 2017, as amended and amongrestated on March 8, inter alia2018, among Parent, the Existing AgentTerm Loan Borrower, Loan Parties (HII, HIL, HLF Financing US, LLC, a Delaware limited liability company as defined below)the other term loan borrower thereunder, and the guarantors party thereto, the lenders party thereto thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent for the Term Loan Lenders and Coöperatieve Rabobank U.A., New York Branch, as administrative agent for the Revolving Credit Lenders (the “Existing Credit Agreement AmendmentAgreement”). Pursuant to ) and such repayment, together with the Initial Exchange Transactionstermination of all commitments thereunder and the release of all liens granted in connection therewith, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term LoansRefinancing”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateralpay Transaction Costs. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. 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 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. On In connection with (a) the Closing Date, immediately issuance of senior unsecured and unguaranteed notes (the “Notes”) of the Borrower issued prior to giving effect to the Initial Exchange Transactions (as defined below), certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) date hereof in an aggregate principal amount of $513,370,081.19 2,300 million (such Lenders in such capacity, the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange TransactionsNotes Offering”), and (yb) provided the refinancing of all of the Borrower’s outstanding loans and commitments under its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to existing Credit Agreement, dated as of the Closing DateAugust 23, by and among, inter alia, the Existing Agent, Loan Parties 2011 (as defined below)amended as of August 2, 2012 and the lenders party thereto (as further amended, supplemented or otherwise modified from time to time, the “Existing Credit Agreement AmendmentAgreement”). Pursuant , among the Borrower, Scotiabank (as 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, from time to time, (i) the Revolving Credit Lenders (as hereinafter defined) make revolving credit loans to the Initial Exchange TransactionsBorrower, (ii) the Swing Line Lender (as hereinafter defined) issue swing line loans to the Borrower and (iii) the L/C Issuer (as hereinafter defined) issue letters of credit for the account of the Borrower and its Subsidiaries (as hereinafter defined), in each Exchanging Term Lender shall receive as consideration case to provide ongoing working capital and for other general corporate purposes of the Borrower and its assignment Subsidiaries (including investments and sale acquisitions permitted hereunder) and to pay transaction fees and expenses and to finance, in part, the Refinancing. In furtherance of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in foregoing, the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 Revolving Credit Facility (the “First Out New Money Term Loans”as hereinafter defined), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Swing Line Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. The applicable Lenders have indicated their willingness to lend, lend and the applicable Issuing Banks have each L/C Issuer has indicated their its willingness to issue Letters letters of Creditcredit, 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. On the Closing Date, immediately prior to giving effect Pursuant to the Initial Exchange Transactions Recapitalization Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), certain Lenders held collectively outstanding Term Loans B▇▇▇ Paste Mergerco, Inc. and Blackstone Paste Mergerco, Inc. (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacitycollectively, the “Exchanging Term LendersMergerCos”) were merged with the Borrower, and such Term Loans held by such Lenders, with the Borrower as the surviving corporation (the “Relevant Existing Term LoansRecapitalization”). On Simultaneously with the Closing Dateconsummation of the Recapitalization, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in entered into that certain Amendment No. 1 to Credit Agreement, dated as of October 31, 2006 (as amended and in effect immediately prior to the Closing Restatement Effective Date, by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Dateby, among others, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing DateLenders” as defined therein, and DEUTSCHE BANK AG NEW YORK BRANCH, as “Administrative Agent” as defined therein, pursuant to which the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender incurred an Original Loan (as defined in the Existing Credit Agreement) agrees on the Closing Date in an aggregate principal amount of $2,400,000,000. The proceeds of the Original Loan made on the Closing Date, together with the proceeds of (i) the issuance of certain unsecured notes, (ii) the funding of $400,000,000 under the ABL Credit Agreement on the Closing Date and (iii) the Equity Contribution, were used to exchange its Revolving Loans finance the Debt Prepayment and Revolving Commitments pay the Merger Consideration and the Closing Date Transaction Expenses. Immediately prior to the Restatement Effective Date, outstanding term loans in the aggregate principal amount of approximately $1,495,000,000 (in each case, as defined in the “Outstanding Term Loans”) were outstanding under the Existing Credit Agreement. The Borrower desires to refinance the Outstanding Term Loans in full with Refinancing Term Loans pursuant to a Refinancing Amendment under Section 2.15 of the Existing Credit Agreement, and, in connection therewith, to amend and restate the Existing Credit Agreement in its entirety to, among other things, (i) provide for Subsequent Exchange Revolving Loans and Revolving Commitments such Refinancing Term Loans, which will take the form of a new tranche of senior secured term loans under this Agreement as provided in Section 2.16 below Agreement, and (ii) each increase the aggregate principal amount of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder such tranche borrowed and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued outstanding under this Agreement by such Issuing Banks to $1,640,000,000 on the Restatement Effective Date. The proceeds of the Loans on the Restatement Effective Date will be used to (i) refinance in full the “Subsequent Revolving Loan Exchange Transactions” andOutstanding Term Loans, together (ii) finance the redemption of a portion of the 2016 Senior Subordinated Notes in the aggregate principal amount of approximately $137,000,000 and (iii) fund certain related fees and expenses associated with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the CollateralTransaction. The Loan Parties’ business is a mutual Lenders and collective enterprise and each Additional Lender providing the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. The applicable Lenders Refinancing Term Loans have indicated their willingness to lend, lend and to consent to the applicable Issuing Banks have indicated their willingness to issue Letters of Creditother amendments herein, 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. On Certain of the Closing DateLoan Parties, the Administrative Agent, the Collateral Agent and certain of the Lenders, among others, have entered into an Amended and Restated Credit Agreement dated as of May 24, 2013 (as amended from time to time and currently in effect immediately prior to giving effect to the Initial Exchange Transactions (as defined below), certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount effectiveness of $513,370,081.19 (such Lenders in such capacitythis Agreement, the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term LoansABL Credit Agreement”). On the Closing DateSeptember 9, each Exchanging Term Lender 2015 (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange LoansPetition Date”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as of the Closing Date, by and among, inter alia, the Existing Agent, Domestic Loan Parties (as defined below)herein, and collectively, the lenders party thereto “Debtors”) filed a voluntary petition for relief (collectively, the “Cases”) under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the “Existing Credit Agreement AmendmentBankruptcy Court”). Pursuant The Debtors are continuing in the possession of their assets and continuing to operate their respective businesses and manage their respective properties as debtors and debtors in possession under Sections 1107(a) and 1108 of the Bankruptcy Code. The Debtors and the other Loan Parties have requested that (a) the Lenders make available to the Initial Exchange TransactionsDomestic Borrowers, each Exchanging Term Lender shall receive as consideration for its assignment from and sale after the date of its Relevant entry of the Interim Order (the “Interim Order Date”), a senior secured, super-priority debtor-in-possession revolving credit facility and (b) that the terms of the Existing Term Loans ABL Credit Agreement be amended and restated in their entirety, all on the amount terms and conditions set forth herein. In furtherance of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has foregoing, the Debtors and the other Loan Parties have also requested that (a) on the Exchanging Term Interim Order Date (or within one Business Day thereafter), the Canadian Lenders provide term and the Australian Lenders, respectively, shall make loans to each of the Canadian Borrower and the Australian Borrower, respectively, in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”)principal balance of the Credit Extensions owed to General Electric Capital Corporation and ▇▇▇▇▇ Fargo Bank, National Association and their respective Affiliates by each such Borrower as of the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Petition Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation proceeds of such purchase and sale offer, the Borrower loans shall be deemed used to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (repay such transactionslenders the aggregate amount of their respective Credit Extensions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. 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. In consideration To provide security for the repayment of all obligations of the mutual covenants Loan Parties hereunder and agreements herein containedunder the other Loan Documents, and in addition to all other all other property of any Loan Party that is subject to the Liens granted on the “Collateral” (as defined in the Existing ABL Credit Agreement) in favor of any Agent securing the Existing ABL Obligations (as defined herein) (such Liens, the parties hereto covenant and agree “Existing ABL Liens”), each of the Debtors will provide to the Agent (for the benefit of the Credit Parties) the following (as follows:more fully described herein):

PRELIMINARY STATEMENTS. On Prior to the Closing Datedate of this Agreement, the Borrowers and the Guarantors, on the one hand, and Bank of America, N.A., as the Administrative Agent, and the lenders party thereto, on the other hand, entered into that certain Second Amended and Restated Credit Agreement, dated as of May 19, 2016 (as amended pursuant to that certain First Amendment to Second Amended and Restated Credit Agreement dated as of December 22, 2016, that certain Joinder, Assumption and Amendment Agreement dated as of May 30, 2017, that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of August 1, 2017, that certain Fourth Amendment to Second Amended and Restated Credit Agreement dated as of February 26, 2018 and that certain Fifth Amendment to Second Amended and Restated Credit Agreement dated as of November 1, 2019, and as further amended from time to time and in effect immediately prior to giving effect to the Initial Exchange Transactions Third Restatement Date (as defined below), certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacity, the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange LoansExisting2016 Credit Agreement”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent pursuant to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as of the Closing Date, by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and which the lenders party thereto (provided the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment Borrowers and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange AgreementGuarantors with certain financial accommodations. The Borrower has Borrowers have requested that the Exchanging Administrative Agent and the Lenders amend and restate the Existing2016 Credit Agreement to, among other things, increase the Revolving Credit Commitment to $350,000,000, increase the Term Lenders provide term loans Commitment to the Borrower Dollar Equivalent of $100,000,000, denominated in an Euros, to increase the potential aggregate principal amount equal incremental increase of the Revolving Credit Facility and the Term Facility under Sections 2.15 and 2.16 to $200,000,000 (200,000,000, extend the “First Out New Money Term Loans”)Maturity Date, and effect the other changes set forth in this Credit Agreement, and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Administrative Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. The applicable Lenders have indicated their willingness to lend, so amend the Existing2016 Credit Agreement and to lend and the applicable Issuing Banks have L/C Issuer has indicated their its willingness to issue Letters letters of Creditcredit, in each case case, on the terms and subject to the conditions set forth herein. In accordance with Section 11.01 of the Existing2016 Credit Agreement, the Borrowers, the Guarantors, the Lenders and the Administrative Agent desire to amend and restate the Existing2016 Credit Agreement as provided herein. On the First Amendment Effective Date, certain Lenders made new or additional Revolving Credit Commitments in an amount equal to $145,000,000; and on the Fourth Amendment Effective Date, certain Lenders are makingmade new or additional Revolving Credit Commitments in an amount equal to $200,000,000. On the Fifth Amendment Effective Date, the Maturity Date was extended, the maximum aggregate amount of requested increases to the Revolving Credit Facility and the Term Facility under Sections 2.15 and 2.16 was increased to $350,000,000, and Holdings became a Borrower. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. On The Borrower has requested that the Lenders make available on the Closing Date, immediately prior to giving effect to the Initial Exchange Transactions (as defined below), certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacity, the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans Date to the Borrower in exchange for consideration consisting up to (i) $900,000,000 of (a) First Out Closing Date Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (bii) Second Out Term Loans issued hereunder (such $65,000,000 of Second Out Term Loans, in each case on the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loansterms and conditions set forth herein, the “Initial Exchange Loans”), each as further described proceeds of which will be used for the purposes set forth in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as of the Closing Date, by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange AgreementSection 6.14. The Borrower has requested that the Exchanging 2025 Incremental Term Loan Lenders provide term loans make Incremental Term Loans in the form of 2025 Incremental Term Loans to the Borrower in an aggregate principal amount equal to of $200,000,000 (169,000,000 on the “First Out New Money Amendment No. 2 Effective Date and, on the terms and conditions set forth in Amendment No. 2 and this Agreement, the 2025 Incremental Term Loans”), and the Exchanging Term Loan Lenders have agreed to provide make Incremental Term Loans in the First Out New Money form of 2025 Incremental Term Loans to the Borrower in an aggregate principal amount of $169,000,000 on the Amendment No. 2 Effective Date. The proceeds of the Closing Date Term Loans will be used on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall Date (i) promptly notify to consummate the lenders under Closing Date Refinancing, (ii) to pay the Existing Credit Agreement that applicable Transaction Expenses and (iii) to the Initial Exchange Transactions have occurred and extent any such proceeds remain after the Existing Credit Agreement Amendment has become effective foregoing uses, for general corporate purposes not prohibited by the terms of this Agreement. The proceeds of the Second Out Term Loans will be used on the Second Out Closing Date (i) to consummate the Second Out Closing Date Refinancing and (ii) provide to pay the lenders holding Existing applicable Transaction Expenses. The proceeds of the 2025 Incremental Term Loans thereunder will be used on the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”)Amendment No. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that 2 Effective Date (i) each Revolving Lender (as defined in to consummate the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below Amendment No. 2 Refinancing and (ii) each of to pay the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateralapplicable Transaction Expenses. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. 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 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. On The Borrower has previously entered into that certain First Lien Credit Agreement dated as of April 20, 2012 among PG Holdco, LLC, the Closing DateBorrower (f/k/a PGA Holdings, immediately prior to giving effect to Inc.), the Initial Exchange Transactions several Lenders (as defined below), certain therein) and the Issuing Lenders held collectively outstanding Term Loans (as defined therein) from time to time parties thereto, Barclays Bank PLC, as administrative agent and collateral agent, and the syndication agents and documentation agents named therein (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof prior to the date hereof, the “Existing Credit Agreement”). The Borrower wishes to repay all Indebtedness of the Borrower and its Subsidiaries incurred pursuant to the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacity, the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term LoansClosing Date Refinancing”). On In connection with the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term LoansDate Refinancing, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as of the Closing Date, by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term certain existing Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans extend credit to the Borrower on the terms set forth herein in the form of (1) $185,000,000 of Term Loans and (2) $75,000,000 aggregate principal amount of Revolving Commitments on the Closing Date. After The proceeds of the Term Loans and any Revolving Loans made on the Closing Date, together with the proceeds of cash on hand at the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction its subsidiaries on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall will be deemed to incur (used on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing DateDate to, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower)inter alia, shall request that (i) each Revolving Lender (as defined in effect the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each caseClosing Date Refinancing, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined pay certain original issue discount or upfront fees in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together connection with the Subsequent Term Loan Exchange Transactions, Transactions and (iii) pay the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the AgreementTransaction Expenses. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks have Bank 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 agree to amend and agree restate the Existing Credit Agreement in its entirety as follows:

PRELIMINARY STATEMENTS. On Capitalized terms used in these preliminary statements shall have the Closing Daterespective meanings set forth for such terms in Section 1.01 hereof. The Borrower, immediately prior to giving effect to the Initial Exchange Transactions (as defined below)Holdings, certain of the Lenders held collectively outstanding Term Loans (and Bank of America, N.A., as defined in administrative agent for such lenders, are parties to the Existing Credit Agreement (defined below) pursuant to which certain term loans, revolving credit, swingline and letter of credit facilities have been made available to the Borrower. The Borrower has requested that the Lenders amend and restate the Existing Credit Agreement to extend credit to the Borrower in the form of (i) Term A Loans in an initial aggregate principal amount of $200,000,000, (ii) continue a Revolving Credit Facility (as defined below)thereunder) but in an increased aggregate principal amount of $250,000,000 and (iii) Delayed Draw Term Loans in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacity, the “Exchanging Term Lenders”200,000,000, and such Term Loans held by such Lendersin connection therewith, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to all loans outstanding under the Existing Credit Agreement as described in that certain Amendment Nowill be fully repaid. 1 The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to Credit Agreement, dated as time. The proceeds of the Closing Date, by Term A Loans made on the Amendment and among, inter alia, Restatement Effective Date may be used to finance the Existing Agent, Loan Parties Transactions (as defined below). The proceeds of the Revolving Credit Loans and Swing Line Loans may be used on the Amendment and Restatement Effective Date (or, and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction case of the BorrowerSpecial Dividend, within 5 Business Days thereafter) shall (i) promptly notify to finance the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective Transaction Expenses and (ii) provide in an amount up to $100,000,000 to finance a portion of the lenders holding Existing Transactions. The proceeds of the Delayed Draw Term Loans thereunder and the option to sell, in a purchase Revolving Credit Loans and sale offer transaction on or prior to a date no later than ten (10) days Swing Line Loans may be used after the Closing DateAmendment and Restatement Effective Date for working capital, their Existing Term Loans to the Borrower andgeneral corporate purposes and any other purpose not prohibited by this Agreement, upon the consummation of such purchase including Permitted Acquisitions and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”)other Investments. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue The Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters may be used to support obligations of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” andHoldings, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Restricted Subsidiaries will receive substantial direct incurred for working capital, general corporate purposes and indirect benefits any other purpose not prohibited by reason of the making of loans and other financial accommodations to the Borrower as provided in the this Agreement. The applicable Lenders have indicated their willingness to lend, lend and the applicable Issuing Banks have each L/C Issuer has indicated their its willingness to so 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. On the Closing DateThe Borrower, immediately prior to giving effect to the Initial Exchange Transactions (as defined below), certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacityHoldings, the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, lenders party thereto from time to time (the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange LoansLenders”), each as further described in the Exchange Agreement Administrative Agent and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in parties thereto have entered into that certain Amendment No. 1 to First Lien Credit Agreement, dated as of April 1, 2014 (as amended by that certain Incremental First Lien Term Commitments Amendment dated as of September 27, 2016 and that certain Second Amendment to First Lien Credit Agreement dated as of June 7, 2017, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Closing Date, by and among, inter aliadate hereof, the Existing Agent“Credit Agreement;” the Credit Agreement, Loan Parties (as defined below)amended by this Amendment and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time after the lenders party thereto (date hereof, is herein referred to as the “Existing Amended Credit Agreement AmendmentAgreement”; capitalized terms used (including in the preamble and preliminary statements hereto) but not defined herein shall have the meanings assigned to such terms in the Credit Agreement). Pursuant to and in accordance with Section 2.12 of the Initial Exchange TransactionsCredit Agreement, each Exchanging the Borrower may request from time to time Incremental First Lien Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange AgreementCommitments. The Borrower has requested that notified the Exchanging Administrative Agent of its request for an Incremental First Lien Term Lenders provide term loans to the Borrower Commitment in an aggregate principal amount equal to $200,000,000 996,839,654.38 on the terms set forth in this Amendment. The Administrative Agent and the Borrower have determined that the Incremental First Lien Term Commitments Effective Date with respect to such Incremental First Lien Term Commitment shall be the Third Amendment Effective Date (as defined below). Pursuant to Section 2.12(d) of the Credit Agreement, an Incremental First Lien Term Commitments Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of Section 2.12 of the Credit Agreement. Barclays and Credit Suisse Loan Funding LLC (acting through such of its affiliates or branches as it deems appropriate, “First Out New Money Term LoansCS”), are acting as joint lead arrangers and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Datejoint bookrunners for this Amendment (in such capacities, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactionscollectively, the “Subsequent Term Loan Exchange TransactionsArrangers”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. 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. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. On The Borrower intends to acquire Microsemi LLC – RF Integrated Solutions, a Delaware limited liability company (the “Target”); Pursuant to the Stock Purchase Agreement, dated as of March 23, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Acquisition Agreement”) among the Borrower and Microsemi Corporation, the Borrower has agreed to acquire all of the Capital Stock of the Target (the “Microsemi Acquisition”); Substantially simultaneously with the consummation of the Microsemi Acquisition, the Lenders extended credit to the Borrower in the form of (i) a term A loan facility on the Closing Date, immediately prior to giving effect to the Initial Exchange Transactions Date (as defined below), certain Lenders held collectively outstanding Term Loans (as this and other capitalized terms used in these preliminary statements are defined in the Existing Credit Agreement (as defined Section 1.01 below)) in an aggregate principal amount of $513,370,081.19 200,000,000 and (such Lenders in such capacity, ii) a revolving credit facility with an initial aggregate principal amount of commitments of $100,000,000. The proceeds of the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On term A loan facility funded on the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loansproceeds of (i) Revolving Credit Loans made on the Closing Date, (ii) the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) Pre-Closing Equity Offering and (y)iii) solely at the option of the Borrower, cash on the “Initial Exchange Transactions”)balance sheet, in each case, were used by the Borrower to (1) consummate the Refinancing, (2) finance the Microsemi Acquisition and (y3) provided its consent to pay Transaction Expenses in connection with the amendments and other modifications to foregoing. On the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit AgreementEffective Date, dated as of the Term Loans made on the Closing Date, by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant Date were optionally prepaid in full pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange AgreementSection 2.06(a) hereof. The Borrower has requested that the Exchanging Term Lenders provide term loans extend credit to the Borrower in the form of an upsized revolving credit facility with an initial aggregate principal amount equal to of commitments of $200,000,000 (750,000,000. The revolving credit facility will permit the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (issuance of one or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue more Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder from time to time and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans one or more Revolving Credit Loans and/or Swingline Loans from time to time. The proceeds of the revolving credit facility and the commitments hereunder made available on the Amendment No. 3 Effective Date will be used by the Borrower for general corporate purposes (including Acquisitions and other financial accommodations to the Borrower as provided in the Agreementpurposes not prohibited hereunder). The applicable Lenders have indicated their willingness to lend, lend and the applicable Issuing Banks have L/C Issuer has indicated their its willingness to issue Letters letters of Creditcredit, in each case case, on the terms and subject to the conditions set forth herein. In consideration of these premises and the mutual covenants and agreements herein containedcontained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. On the Closing DateThe Borrower, immediately prior to giving effect to the Initial Exchange Transactions (Deutsche Bank Trust Company Americas, as defined below), certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacity, the “Exchanging Term Lenders”administrative agent and collateral agent, and such Term Loans held by such Lendersthe lenders from time to time party thereto, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in entered into that certain Amendment No. 1 to Credit Agreement, dated as of October 26, 2012 (as amended by the Closing DateFirst Amendment to Credit Agreement, by Guaranty and amongSecurity Agreement dated as of April 10, inter alia2013 and the Second Amendment to Credit Agreement dated as of January 3, 2014, the “Existing Agent, Loan Parties (as defined belowCredit Agreement”), providing for term loans (the “Term B Loans”) in an original aggregate principal amount of $1,000,000,000 and the lenders party thereto a Revolving Credit Facility in an initial aggregate principal amount of $225,000,000 (the “Existing Revolving Credit Agreement AmendmentFacility”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans extend additional credit to the Borrower on the Closing Date. After Date in the form of (i) Term A Loans on the Closing Date, the Borrower Date in an initial aggregate principal amount of $1,000,000,000300,000,000 and (or ii) a refinancing of the Existing Agent under Revolving Credit Facility in an initial aggregate principal amount of $225,000,000.600,000,000. 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 Term Loans, together with certain cash available on the balance sheet of the Borrower, will be used to (a) refinance in full the Existing Credit Agreement at and (b) fund certain fees and expenses associated with the direction refinancing of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that and the Initial Exchange Transactions have occurred TransactionA Loans and $400,000,000 of Revolving Credit Loans will be used to partially prepay the Term B Loans on the Closing Date (the “Term B Paydown”). The proceeds of the Revolving Credit Loans and Swing Line Loans and the Letters of Credit issued (or continued) under the Revolving Credit Facility will be used (a) to fund certain fees and expenses associated with the refinancing of the Existing Credit Agreement Amendment has become effective and the Transaction and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreementb) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position general corporate purposes of the Borrower to and the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the AgreementRestricted Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers have indicated their willingness to issue (or continue hereunder) Letters of Credit, in each case case, on the terms and subject to the conditions set forth herein. 55738387_110 In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. On Prior to the Closing Datedate of this Agreement, the Borrowers and the Guarantors, on the one hand, and Bank of America, N.A., as the Administrative Agent, and the lenders party thereto, on the other hand, entered into that certain Second Amended and Restated Credit Agreement, dated as of May 19, 2016 (as amended pursuant to that certain First Amendment to Second Amended and Restated Credit Agreement dated as of December 22, 2016, that certain Joinder, Assumption and Amendment Agreement dated as of May 30, 2017, that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of August 1, 2017, that certain Fourth Amendment to Second Amended and Restated Credit Agreement dated as of February 26, 2018 and that certain Fifth Amendment to Second Amended and Restated Credit Agreement dated as of November 1, 2019, and as further amended from time to time and in effect immediately prior to giving effect to the Initial Exchange Transactions Third Restatement Date (as defined below), the “Existing Credit Agreement”), pursuant to which the lenders party thereto provided the Borrowers and Guarantors with certain financial accommodations. The Borrowers have requested that the Administrative Agent and the Lenders held collectively outstanding Term Loans (as defined in amend and restate the Existing Credit Agreement (as defined below)) in an aggregate principal amount to, among other things, increase the Revolving Credit Commitment to $350,000,000, increase the Term Commitment to the Dollar Equivalent of $513,370,081.19 (such Lenders 100,000,000, denominated in such capacityEuros, to increase the “Exchanging potential aggregate incremental increase of the Revolving Credit Facility and the Term Lenders”Facility under Sections 2.15 and 2.16 to $200,000,000, extend the Maturity Date, and such Term Loans held by such Lenders, effect the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (other changes set forth in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to this Credit Agreement, dated as of the Closing Date, by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), Administrative Agent and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. The applicable Lenders have indicated their willingness to lend, so amend the Existing Credit Agreement and to lend and the applicable Issuing Banks have L/C Issuer has indicated their its willingness to issue Letters letters of Creditcredit, in each case case, on the terms and subject to the conditions set forth herein. In accordance with Section 11.01 of the Existing Credit Agreement, the Borrowers, the Guarantors, the Lenders and the Administrative Agent desire to amend and restate the Existing Credit Agreement as provided herein. On the First Amendment Effective Date, certain Lenders made new or additional Revolving Credit Commitments in an amount equal to $145,000,000; and on the Fourth Amendment Effective Date, certain Lenders are making new or additional Revolving Credit Commitments in an amount equal to $200,000,000. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. On January 6, 2009, each of the Closing Date, immediately prior Borrowers (such term and each other capitalized term used but not otherwise defined herein having the meaning assigned to giving effect to the Initial Exchange Transactions (as defined belowit in Article I), certain Lenders held collectively outstanding Term Loans each of the U.S. Guarantors and Basell GmbH (as defined collectively, the “Initial Debtors”) filed voluntary petitions with the Bankruptcy Court initiating their respective cases that are pending under Chapter 11 of the Bankruptcy Code (the cases of the Borrowers, the U.S. Guarantors and Basell GmbH, each an “Initial Case” and collectively, the “Initial Cases”) and have continued in the Existing Credit Agreement (as defined below)) possession of their assets and in the management of their business pursuant to Sections 1107 and 1108 of the Bankruptcy Code. The Borrowers have requested that the Lenders provide them with a term loan facility in an aggregate principal amount not to exceed $6,500,000,000 (consisting of $513,370,081.19 3,250,000,000 of NM Loans and $3,250,000,000 of Roll-Up Loans) (such Lenders in such capacity, the “Exchanging DIP Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term LoansLoan Facility”). On The Lenders are willing to extend or continue, as the Closing Datecase may be, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans such credit to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as of the Closing Date, by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. 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 Borrowers on the terms and subject to the conditions set forth herein. In The Borrowers have also requested that certain financial institutions (which may include one or more Lenders) provide them with a revolving credit and letter of credit facility (the “DIP ABL Facility”) in an aggregate principal amount not to exceed $1,540,000,000 (subject to increase as set forth therein). On January 8, 2009, the Bankruptcy Court entered the Interim Order approving on an interim basis the DIP ABL Facility and the DIP Term Loan Facility, and providing inter alia, that (i) the obligations under the Facilities shall constitute allowed senior administrative expense claims against each of the Initial Debtors with priority over any and all administrative expenses, adequate protection claims, diminution claims and all other claims against the Initial Debtors, now existing or hereafter arising, of any kind whatsoever, and (ii) the obligations under the Facilities shall be secured by fully perfected security interests in and Liens upon all pre-and post-petition property of the Initial Debtors (limited, in the case of Basell GmbH, to the Equity Interests of its direct Subsidiaries, subject to the Collateral and Guarantee Requirement), whether existing on the Petition Date or thereafter acquired, including any cash and any investments of such cash, inventory, accounts receivable, other rights to payment whether arising before or after the Petition Date, contracts, properties, plants, equipment, general intangibles, documents, instruments, interest in leaseholds, real properties, patents, copyrights, trademarks, trade names, other intellectual property, equity interests, and the proceeds of all of the foregoing and, subject only to and effective upon entry of the Final Order, the Avoidance Actions (as further described and defined in the Orders, collectively, the “Collateral”). The respective priorities of the DIP ABL Facility, the DIP Term Loan Facility and other parties claiming Liens on all or any part of the Collateral are as set forth in the Interim Order and upon entry by the Bankruptcy Court of the Final Order shall be as set forth therein. All of the claims and the Liens granted in the Orders and in the Collateral Documents to the Administrative Agent and the Lenders in respect of the DIP Term Loan Facility shall be subject to the Carve-Out. On January 9, 2009, the Borrowers made the initial borrowings under the Facilities as approved by the Interim Order. The parties hereto are entering into this Agreement to memorialize the terms of the Loans and the NM Commitments. Upon the effectiveness hereof, this Agreement and the other Loan Documents shall supersede the DIP Term Sheet with respect to the Loans and the NM Commitments. Accordingly, in consideration of the mutual covenants and agreements herein containedcontained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto covenant and hereby agree as follows:

PRELIMINARY STATEMENTS. On The Initial Borrower, the Closing Date, immediately prior to giving effect to Administrative Agent and the Initial Exchange Transactions lenders party thereto (as defined below), certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacitycollectively, the “Exchanging Term Original Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in previously entered into that certain Amendment No. 1 to Credit Agreement, dated as of October 25, 2019 (as heretofore amended, supplemented, amended and restated, supplemented or otherwise modified immediately prior to the Closing Date, by and among, inter aliaeffectiveness of this Agreement, the Existing Agent, Loan Parties (as defined below“Original Credit Agreement”), and under which, among other things, the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant Original Lenders agreed to extend credit to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans Borrowers in the amount form of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower Revolving Credit Commitments in an aggregate principal amount equal to $200,000,000 (125,000,000. The Initial Revolving Credit Commitments were subsequently increased by an amount equal to $42,500,000. The Borrowers, the “First Out New Money Term Loans”)Guarantors, the Administrative Agent and the Exchanging Term 2021 Extended Revolving Credit Lenders have agreed to provide amend and restate in its entirety the First Out New Money Term Loans Original Credit Agreement pursuant to a certain Amended and Restated Credit Agreement, dated as of March 22, 2021, under which, among other things, the 2021 Extended Revolving Credit Lenders agreed to extend credit to the Initial Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing form of 2021 Extended Revolving Credit Agreement) agrees Commitments in an aggregate principal amount equal to exchange its $167,500,000. The 2021 Extended Revolving Loans and Credit Commitments were subsequently increased by an amount equal to $5,000,000. The Revolving Credit Commitments (in each case, as defined in permit the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each issuance of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue one or more Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Alternative Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement from time to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in time and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations one or more Swing Line Loans from time to the Borrower as provided in the Agreementtime. The applicable Lenders have indicated their willingness to lend, lend and each of the L/C Issuer and the applicable Issuing Banks have Alternative L/C Issuers has indicated their its willingness to issue Letters of Credit or Alternative Letters of Credit, as applicable, in each case case, on the terms and subject to the conditions set forth herein. The capitalized terms used in these preliminary statements are defined in Section 1.01 below. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. On the Closing DateThe Company has entered into a securities purchase agreement dated as of September 2, immediately prior to giving effect to the Initial Exchange Transactions 2011 (as defined below)amended, certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacityamended and restated, supplemented or otherwise modified from time to time, the “Exchanging Term Lenders2011 Securities Purchase Agreement”) with the Purchasers party thereto and the Agent and a Securities Purchase Agreement dated as of March 28, 2012 (as amended, amended and such Term Loans held by such Lendersrestated, supplemented or otherwise modified from time to time, the “Relevant Existing Term Loans”). On 2012 Securities Purchase Agreement” and collectively with the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans2011 Securities Purchase Agreement, the “Initial Exchange First Out Term LoansSecurities Purchase Agreements”) with the Purchasers party thereto and (b) Second Out Term Loans issued hereunder (such Second Out Term Loansthe Agent. For purposes of this Agreement, the term “Initial Exchange Second Out Term LoansNotes” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as of the Closing Date, by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall mean (i) promptly notify the lenders under Senior Secured Convertible Promissory Notes issued pursuant to the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and 2011 Securities Purchase Agreement, (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans Senior Cash Collateralized Convertible Promissory Notes issued pursuant to the Borrower and2011 Securities Purchase Agreement, (iii) the Senior Secured Convertible Promissory Notes (including any Additional Closing Notes) issued pursuant to the 2012 Securities Purchase Agreement, (iv) any Senior Secured Convertible Promissory Notes issued upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction exercise of the Borrower), shall request that Debt Warrants issued pursuant to the 2011 Securities Purchase Agreement and (v) any additional Senior Secured Convertible Promissory Notes or Senior Secured Cash Collateralized Convertible Promissory Notes issued in payment of accrued and unpaid interest on any of the promissory notes described in clauses (i) each Revolving Lender through (as defined in the Existing Credit Agreementiv) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. 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. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:above.

PRELIMINARY STATEMENTS. On the Closing Date, immediately prior to giving effect to the Initial Exchange Transactions (as defined below), certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacity, the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as of the Closing Date, by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans extend credit to the Borrower in the form of (i) Tranche B Term Loans in an initial aggregate Dollar Amount of $150,000,000, (ii) Tranche C Term Loans in an aggregate principal amount equal Dollar Amount of $300,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $50,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to $200,000,000 time. The proceeds of the Term Loans will be used, together with cash on hand of the Borrower, 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) owing under the Credit Agreement dated as of July 25, 2007 (as amended, supplemented or otherwise modified prior to the date hereof, the “First Out New Money Term LoansExisting Credit Agreement”), among the Borrower, UBS AG, Stamford Branch, as administrative agent, collateral agent and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Datean L/C issuer, UBS Loan Finance LLC, as swing line lender, the Borrower lenders party thereto, Credit Suisse Securities (or USA) LLC, as syndication agent, and ▇▇▇▇▇▇ Brothers Inc., as documentation agent, to pay the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sellTransaction Expenses and, in a purchase the case of up to $50,000,000 of Tranche C Term Loans, to fund L/C Restricted Cash and sale offer transaction on or prior to a date no later than ten (10) days Investments in Unrestricted L/C Subsidiaries. The proceeds of Revolving Credit Loans made after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall Date will be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) used for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans working capital and other financial accommodations to the Borrower under this Agreement will enhance the financial position general corporate purposes of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will receive substantial direct and indirect benefits by reason be used for general corporate purposes of the making of loans Borrower and other financial accommodations to the Borrower as provided in the Agreementits Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers 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. On It is intended that (a) the Closing DateParent Borrower will acquire directly and/or indirectly (the “Acquisition”) the Company (as this and other capitalized terms not previously defined are defined in Section 1.01 below) pursuant to the Arrangement Agreement, immediately prior dated as of November 29, 2007 (together with the schedules and exhibits thereto, the “Arrangement Agreement”) entered into in connection therewith; (b) the Equity Contribution will be made through one or more intermediaries to Axcan Holdings Inc., the indirect parent of the Parent Borrower, which such Equity Contribution shall be contributed to the Parent Borrower, and which Equity Contribution represents not less than 30% of the aggregate consolidated debt and equity capitalization of the Parent Borrower (assuming any rollover or noncash equity investment at any direct or indirect parent of Holdings were at the Parent Borrower) and its subsidiaries, on a pro forma basis after giving effect to the Initial Exchange Transactions Transaction; (c) the Borrowers will obtain the Facilities provided hereunder; (d) the Parent Borrower will borrow up to $235 million of senior unsecured increasing rate loans under the Senior Unsecured Interim Loan Facility; (e) the Parent Borrower will issue $228 million in aggregate principal amount of Senior Secured Notes in a Rule 144A or other private placement, (f) certain existing indebtedness of the Company and its subsidiaries will be repaid (the “Refinancing”); and (g) at the option of the Parent Borrower, a reorganization of the Company’s subsidiaries may occur, including, without limitation, creation of new entities, transfer of Equity Interests and assets and liabilities and other intercompany transactions, in order to achieve the structure as defined belowset forth in Schedule 1.01D (the “Reorganization”). The transactions described in this paragraph, together with the transactions related thereto (including payment of related fees and other transaction costs and expenses), certain are collectively referred to herein as the “Transaction”. The Borrowers have requested that the Lenders held collectively outstanding extend credit (A) to the Parent Borrower in the form of (i) Term Loans (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacity, the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as of the Closing Date, by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective 75,000,000 and (ii) provide a Revolving Credit Facility in an aggregate amount of $115,000,000, and (B) to the lenders holding Existing Co-Borrower in the form of Term Loans thereunder in the option aggregate principal amount of $100,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to selltime and one or more Swing Line Loans from time to time. The proceeds of the Term Loans and the Initial Revolving Borrowing (to the extent permitted in accordance with the definition of the term “Permitted Initial Revolving Borrowing Purposes”), in together with (i) a purchase portion of the Parent Borrower’s cash on hand, (ii) the borrowings under the Senior Unsecured Interim Loan Facilities and sale offer transaction (iii) the proceeds of the issuance of the Senior Secured Notes will be used on or prior about the Closing Date to a date no later than ten (10) days finance the Transaction, including to pay Transaction Expenses. The proceeds of Revolving Credit Loans made after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase Date will be used for working capital and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction other general corporate purposes of the Borrower)Parent Borrower and the Subsidiaries, shall request that (i) each Revolving Lender (as defined in including the Existing Credit Agreement) agrees to exchange its Revolving financing of Permitted Acquisitions. Swing Line Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, will be used for the benefit general corporate purposes of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise Parent Borrower and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the AgreementSubsidiaries. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers 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. On the Closing DateThe Company and Sunbelt Refining Company, immediately prior to giving effect L.P., a Delaware limited partnership ("Sunbelt"), have heretofore executed and delivered to the Initial Exchange Transactions Trustee a certain Amended and Restated Collateralized Trust Indenture dated as of December 12, 1996 (the "Original Indenture") providing for the issue of the Company's $14,400,000 principal amount of 12% Senior Secured Notes (Other) due 2005 (the "Senior Notes (Other)") and $9,100,000 principal amount of the Company's 12% Senior Secured Notes (Sunbelt IDB) due 2005 (the "Senior Notes (Sunbelt IDB)"). The Indenture has heretofore been amended by a First Supplemental Indenture dated as defined belowof October 31, 1997, by and among the parties hereto (the Original Indenture as so amended is referred to herein as the "Indenture"), certain Lenders held collectively outstanding Term Loans (as . All terms in this Second Supplemental Indenture that are defined in the Existing Credit Agreement Indenture shall have the same meanings assigned to them in the Indenture. Section 802 of the Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee with the consent of Requisite Holders to change or modify any provision of the Indenture, except in certain circumstances set forth in Section 802 in which the consent of the Holder of each Outstanding Security affected thereby is required. The Company and the Holders have agreed to amend the Indenture in order to (as defined below)i) provide for the issuance of New Senior Notes (Sunbelt IDB) under the Indenture in an the aggregate principal amount of $513,370,081.19 9,100,000, (ii) provide that the interest rate (prior to default) payable on the portion of the New Senior Notes (Sunbelt IDB) that is not payable on demand shall be 0% per annum, (iii) provide that the maturity date of the New Senior Notes (Sunbelt IDB) shall be December 31, 2005, (iv) provide that, upon the occurrence of any unreimbursed draw under the IDB Letter of Credit, a portion of the New Senior Notes (Sunbelt IDB) in the amount of such Lenders in such capacityunreimbursed draw shall automatically become payable on demand, (v) provide that the “Exchanging Term Lenders”interest rate (prior to default) payable on the portion of the New Senior Notes (Sunbelt IDB) that has become payable on demand shall be the higher of 12% per annum and the prime rate plus 4% per annum, and such Term Loans held by such Lenders, (vi) modify the “Relevant Existing Term Loans”). On provisions regarding the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans application of CDSA to the Borrower in redemption of the Senior Notes, (vii) provide for the exchange of all Existing Senior Notes (Sunbelt IDB) for consideration consisting of New l Senior Notes (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”Sunbelt IDB), and (yviii) provided its consent to the amendments modify certain other covenants, terms and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as provisions of the Closing Date, by and among, inter alia, the Existing Agent, Loan Parties (Indenture as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. 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. In consideration The Company has duly authorized the creation of an issue of its New Senior Notes (Sunbelt IDB) of substantially the mutual covenants tenor and agreements herein containedamount hereinafter set forth, and to provide therefor, the parties hereto covenant Company has duly authorized the execution and agree as follows:delivery of this Second Supplemental

PRELIMINARY STATEMENTS. On Prior to the Closing Datedate of this Agreement, the Borrowers and the Guarantors on the one hand and Bank of America, N.A. as the Administrative Agent, and the lenders party thereto entered into that certain Amended and Restated Credit Agreement, dated as of December 27, 2012 (as amended pursuant to that certain Consent and First Amendment to Amended and Restated Credit Agreement dated as of January 14, 2013, that certain Joinder and Amendment Agreement dated as of February 1, 2013, that certain Second Amendment to Amended and Restated Credit Agreement dated as of April 30, 2013, that certain Third Amendment to Amended and Restated Credit Agreement dated as of September 13, 2013, and that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of February 10, 2014, that certain Fifth Amendment to Amended and Restated Credit Agreement dated as of January 22, 2016, and as further amended from time to time and in effect immediately prior to giving effect to the Initial Exchange Transactions Second Restatement Date (as defined below), the “Existing Credit Agreement”), pursuant to which the lenders party thereto provided the Borrowers and Guarantors with certain financial accommodations. The Borrowers have requested that the Administrative Agent and the Lenders held collectively outstanding Term Loans (as defined in amend and restate the Existing Credit Agreement (as defined below)) in an to, among other things, increase the Revolving Credit Commitment to $225,000,000, increase the Term Commitment to $75,000,000, to increase the potential aggregate principal amount incremental increase of the Revolving Credit Facility and the Term Facility under Sections 2.15 and 2.16 to $513,370,081.19 (such Lenders in such capacity125,000,000, extend the “Exchanging Term Lenders”Maturity Date, and such Term Loans held by such Lenders, effect the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (other changes set forth in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to this Credit Agreement, dated as of the Closing Date, by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), Administrative Agent and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. The applicable Lenders have indicated their willingness to lend, so amend the Existing Credit Agreement and to lend and the applicable Issuing Banks have L/C Issuer has indicated their its willingness to issue Letters letters of Creditcredit, in each case case, on the terms and subject to the conditions set forth herein. In accordance with Section 11.01 of the Existing Credit Agreement, the Borrowers, the Guarantors, the Lenders and the Administrative Agent desire to amend and restate the Existing Credit Agreement as provided herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. On the Closing DateThe Borrower, immediately prior to giving effect to the Initial Exchange Transactions (CRC Intermediate Holdings, Inc., as defined below)Holdings, certain Lenders held collectively outstanding Term Loans (CITIBANK, N.A., as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacity, the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as of the Closing Date, by and among, inter alia, the Existing Administrative Agent, Loan Parties (Collateral Agent, Swing Line Lender and L/C Issuer, JPMORGAN CHASE BANK, N.A., as defined below)Syndication Agent, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED, as Documentation Agent, and the lenders party thereto (the “Existing Original Lenders”) have previously entered into a credit agreement, dated as of February 6, 2006 and amended and restated as of November 17, 2006 (the “Original Credit Agreement AmendmentAgreement”) (which term shall, unless the context otherwise requires, include any amendment thereto prior to the Second Restatement Effective Date (as defined below)). Pursuant to Amendment No. 1 to the Initial Exchange TransactionsOriginal Credit Agreement, each Exchanging dated as of May 19, 2006, among other things, Holdings was permitted to replace CRC Intermediate Holdings, Inc. as Holdings under the Original Credit Agreement. Immediately prior to the Restatement Effective Date, the Original Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Lenders under the Original Credit Agreement held Original Term Loans under the amount of Initial Exchange Loans specified therefor Original Credit Agreement in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to of $200,000,000 243,775,000. Simultaneously with the consummation of the merger of Madrid Merger Corporation, a California corporation, with and into Aspen Education Group, Inc., a California corporation (the “First Out New Money Term LoansAspen”), and with Aspen as the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below surviving corporation (such transactions, the “Subsequent Term Loan Exchange TransactionsAspen Acquisition”), the New Term Lenders extended credit to the Borrower in the form of New Term Loans, having substantially identical terms and conditions as the Original Term Loans, in an initial aggregate principal amount of $175,500,000. After The proceeds of the Closing New Term Loans made on the Restatement Effective Date, together with the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction proceeds of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Holdings Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each the Aspen Equity Contributions, were used, in part, to finance the repayment of then outstanding Revolving Credit Loans and certain existing Indebtedness of Aspen and its Subsidiaries, pay the Issuing Banks (as defined in Aspen Acquisition Consideration and the Existing Credit Agreement) holding a commitment Aspen Transaction Expenses. The parties hereto have agreed to issue Letters of Credit (as defined in amend and restate the Existing Credit Agreement) under the Existing Original Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (in its entirety as defined provided in the Existing Credit this Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and proceeds of Revolving Credit Loans made on or after the Loan Parties believe that the loans Second Restatement Effective Date will be used for working capital and other financial accommodations to the Borrower under this Agreement will enhance the financial position general corporate purposes of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will receive substantial direct and indirect benefits by reason be used for general corporate purposes of the making of loans Borrower and other financial accommodations to the Borrower as provided in the Agreement. 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. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:its Subsidiaries.

PRELIMINARY STATEMENTS. On Pursuant to the Merger Agreement, Pittsburgh Acquisition, Inc., a Delaware corporation (“Merger Sub”) established by the Sponsors and a wholly-owned direct subsidiary of Holdings, will be merged with and into the Company, in accordance with the terms thereof, with the Company surviving such merger (the “Merger”). The aggregate funds required to consummate the Merger, to refinance or repay, redeem, defease or otherwise discharge (including the termination of commitments) on the Closing DateDate existing third party indebtedness of the Company and its subsidiaries, immediately prior to giving effect to the Initial Exchange Transactions (as defined below), certain Lenders held collectively including all such indebtedness outstanding Term Loans (as defined in under the Existing Credit Agreement (as defined belowthe “Refinancing”), and to pay fees and expenses incurred in connection with the Transactions is approximately $575,000,000 (the “Aggregate Consideration”). In order to fund the Aggregate Consideration, (i) the Sponsors will directly or indirectly make cash equity contributions (collectively, the “Equity Contribution”) to Merger Sub (through Holdings) and (ii) Merger Sub has requested the Lenders to extend credit in the form of (x) term loans to be made available hereunder on the Closing Date in an aggregate principal amount not in excess of $513,370,081.19 (such Lenders in such capacity280,000,000, solely to finance a portion of the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On Aggregate Consideration payable on the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), Date and (y) provided its consent a $40,000,000 revolving credit facility to be made available hereunder on the Closing Date (subject to the amendments limitations set forth herein) and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as of after the Closing Date, by Date to finance working capital and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreementgeneral corporate purposes. The Borrower has requested that the Exchanging Term Lenders provide term loans are willing to extend such credit to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. 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. In Accordingly, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. On the Closing DateThe Borrower, immediately prior to giving effect to the Initial Exchange Transactions (as defined below)Equity Holder, certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacityBISF Agent, the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) soldLLC, in an open market purchase and sale transactionits capacity as administrative agent, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term LoansCollateral Agent, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term LoansPaying Agent, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement Document Custodian and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent Lenders are party to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as of the Closing DateNovember 22, by and among, inter alia, the Existing Agent, Loan Parties 2019 (as defined below)amended, restated, supplemented and/or modified prior to the date hereof, including pursuant to (i) that certain Amendment ▇▇. ▇, ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇, ▇▇▇▇ (▇▇) that certain Tertiary Draw and the lenders party thereto Commitment Agreement, Waiver and Amendment dated as of December 20, 2020 and (iii) that certain Amendment, Limited Waiver and Consent, dated as of May 10, 2021, the “Existing Credit Agreement AmendmentAgreement”, and together with any other agreements, instruments, and documents heretofore, evidencing, securing, guaranteeing or otherwise relating to the Obligations (as defined therein) thereunder, collectively, the “Existing Loan Documents”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that that, upon satisfaction or waiver of the Exchanging Term conditions set forth in Sections 4.01 and 4.02, as applicable, the Lenders provide term loans extend credit to the Borrower in the form of (i) the Initial Term Loans in an initial aggregate principal amount equal to the aggregate Initial Commitment of all of the Lenders (which shall be effectuated pursuant to the Cashless Roll described in Section 1.10) and (ii) after the Restatement Closing Date (subject to the conditions set forth in Section 4.02), the Delayed Draw Term Loans in an initial aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”)11,679,000.00, and in any case not to exceed the Exchanging aggregate unused portion of the Delayed Draw Term Loan Commitments of all of the Lenders have agreed to provide following the First Out New Money Term consummation of the Transactions. Any Lender holding Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at immediately prior to the direction effectiveness of this Agreement that will not be a Lender hereunder is referred to herein as an “Exiting Lender”. If a continuing Lender receives an allocation under this Agreement that is less than the Borrower) shall (i) promptly notify the lenders principal balance of its original Loans under the Existing Credit Agreement that Agreement, then such Lender shall be considered an Exiting Lender with respect to the Initial Exchange Transactions have occurred difference between its original Loan principal balance and its new Loan principal balance under this Agreement. The proceeds of the Existing Credit Agreement Amendment has become effective and Term Loans will be used by the Borrower, directly or indirectly, to fund (i) cash on the balance sheet, (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction Borrower’s portion of the Borrowerdevelopment, construction and operating costs associated with or related to certain Projects (as hereinafter defined), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each caseincluding, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below without limitation, any initial working capital and (iiiii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise Transactions and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the AgreementTransaction Expenses. 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 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. On December 12, 2018, the Closing Date, immediately prior to giving effect to Borrowers and each of the Initial Exchange Transactions Subsidiary Guarantors (as defined below), certain Lenders held collectively outstanding Term Loans ) filed voluntary petitions with the Bankruptcy Court commencing their respective cases that are pending under Chapter 11 of the Bankruptcy Code (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacitycollectively, the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term LoansCases”). On In connection with the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term LoansCases, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term LoansLoan Parties, the “Initial Exchange Second Out Term Loans” andBank of America, together with the Initial Exchange First Out Term LoansN.A., the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as of the Closing Date, by and among, inter alia, the Existing Agent, Loan Parties (as defined below)administrative agent, and the lenders party thereto entered into that certain Debtor-In-Possession Credit Agreement dated as of December 14, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Existing DIP Credit Agreement AmendmentAgreement”). Pursuant The Loan Parties filed the Amended Joint Chapter 11 Plan of Reorganization of ▇▇▇▇▇▇ Drilling Company and its Debtor Affiliates dated January 23, 2019 (as amended, supplemented or otherwise modified from time to time, the Initial Exchange Transactions“Plan of Reorganization”) with the Bankruptcy Court, each Exchanging Term Lender shall receive as consideration for its assignment and sale which Plan of its Relevant Existing Term Loans Reorganization was confirmed by the amount of Initial Exchange Loans specified therefor in the Exchange AgreementBankruptcy Court on March 7, 2019. The Parent Borrower has and the other Borrowers have requested that the Exchanging Term Lenders provide term loans exit financing to the Borrower Borrowers in an aggregate principal amount equal connection with the consummation of the Plan of Reorganization, to $200,000,000 (refinance certain outstanding Indebtedness under the “First Out New Money Term Loans”), DIP Credit Agreement and the Exchanging Term to provide working capital for their business enterprise. The Lenders have agreed are willing to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under exit financing by entering into this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. 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. In consideration of the mutual covenants and agreements herein containedcontained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto covenant and hereby agree as follows:

PRELIMINARY STATEMENTS. Pursuant to the Acquisition Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Merger Sub merged with and into (the “Merger”) Domtar Corporation, a Delaware corporation (the “Company” and together with its subsidiaries, the “Acquired Business”), with the Company surviving as successor Borrower (the “Acquisition”). The Borrower and each Co-Borrower have requested that from time to time (including on the Closing Date substantially simultaneously with the consummation of the Acquisition and upon satisfaction (or waiver) of the conditions precedent set forth in Article IV below), the Tranche 1 Revolving Lenders make Tranche 1 Revolving Loans, the Swing Line Lender to make Swing Line Loans and the Issuing Banks issue Letters of Credit, pursuant to the terms of this Agreement. On the Closing Date, immediately prior the Initial Borrower entered into the Term Loan Credit Agreement pursuant to giving effect which the Term Loan Lenders extended credit to the Borrower in the form of Initial Exchange Transactions (as defined below), certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders 525,000,000 and delayed draw term loans in such capacityan aggregate principal amount of up to $250,000,000. On October 18, 2021, the Initial Borrower, as “Exchanging Term Lendersissuer”, entered into the Senior Secured Notes Indenture pursuant to which the Initial Borrower issued the Senior Secured Notes in an initial aggregate principal amount of $775,000,000. On or prior to the Closing Date, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Company Persons and such Term Loans held by such Lenders, other equity investors made the “Relevant Existing Term Loans”)Equity Contribution in accordance with and subject to the terms of the Acquisition Agreement. On the Closing Date, each Exchanging Term Lender the Initial Borrower repaid (in each case as applicableor caused to be repaid) all outstanding Indebtedness (xthe “Existing Indebtedness”) soldunder, in an open market purchase terminated any commitments under, and sale transaction, its Relevant caused to be released any contractual Liens securing obligations under the Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder Credit Documents (such First Out repayment, repurchase termination and release, collectively, the “Closing Date Refinancing”). The proceeds of the borrowings hereunder permitted on the Closing Date, together with the proceeds of the Initial Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term LoansSenior Secured Notes, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement Equity Contribution and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as of the Closing Date, by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower cash on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement hand at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct be used to finance the Transactions, for working capital purposes and indirect benefits to finance transactions not prohibited by reason of the making of loans and other financial accommodations to the Borrower as provided in the this Agreement. The applicable Lenders have indicated their willingness to lend, and the applicable each Issuing Banks have Bank 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. On the Closing Date, immediately prior to giving effect to the Initial Exchange Transactions (as defined below), certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacityThe Borrower, the “Exchanging Term Lenders”Guarantors, Bank of America, as administrative agent and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement collateral agent and the immediately succeeding Recital (such transactions described in (x) other lenders, swing line lenders and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, letter of credit issuers party thereto entered into a credit agreement dated as of the Closing DateJanuary 30, by and among, inter alia, the Existing Agent, Loan Parties 2012 (as defined below)amended, restated, amended and restated, supplemented or otherwise modified prior to the lenders party thereto (date hereof, the “Existing Credit Agreement AmendmentAgreement”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term applicable Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans extend credit to the Borrower on the Closing DateRestatement Effective Date in the form of term loans in an initial aggregate principal amount of $650,000,000. After The proceeds of the Closing Date, term loan borrowings hereunder will bewere used (i) to repay in full the existing term loans and any accrued interest and fees of the Borrower (or the Existing Agent under the Existing Credit Agreement at and (ii) to finance the direction acquisition through one of the Borrower’s wholly owned subsidiaries (the “Acquisition”) shall of certain assets of Lafarge North America Inc. (ithe “Seller”) promptly notify pursuant to the lenders under Asset Purchase Agreement, dated as of April 16, 2015 (the “Acquisition Agreement”), by and between Continental Cement Company, L.L.C., a Delaware limited liability company, and indirect wholly owned subsidiary of the Borrower, and the Seller, in each such case, simultaneously herewith. Subject toUpon the satisfaction of the conditions set forth in Section 4.01 hereof on the Restatement Effective Date, the parties hereto as of the Restatement Effective Date have agreed to amend and restate the Existing Credit Agreement that in the Initial Exchange Transactions have occurred form of this Agreement, and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. The applicable Lenders have indicated their willingness to lend, lend and the applicable Issuing Banks L/C Issuers have indicated their willingness to issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth herein. The Borrower has further requested that on the Amendment No. 2 Effective Date, all Restatement Effective Date Term Loans be converted to New Term Loans or be prepaid from the proceeds of newly funded New Term Loans and/or cash on hand of the Borrower. Subject toUpon the satisfaction of the conditions set forth in Section 3 of Amendment No. 2, the parties thereto have agreed to lend New Term Loans and/or convert their Restatement Effective Date Term Loans into New Term Loans, in each case, on the terms and subject to the conditions set forth therein and herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. On the Closing Date, immediately prior to giving effect to the Initial Exchange Transactions (as defined below), certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacityThe Borrower, the “Exchanging Term Lenders”, and such Term Loans held by such LendersAdministrative Agent, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement Collateral Agent and the immediately succeeding Recital (such transactions described in (x) and (y), Lenders party thereto have previously entered into the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as of the Closing DateAugust 4, by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto 2015 (the “Existing Prior Credit Agreement AmendmentAgreement”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to extend credit in the form of Revolving Loans at any time and from time to time prior to the Borrower Maturity Date, in an aggregate principal amount equal at any time outstanding not in excess of $200,000,000, as may be increased pursuant to $200,000,000 (Section 2.16. The Borrower has requested the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower extend credit on the Closing DateRestatement Effective Date in the form of Term A-1 Loans in an aggregate principal amount not in excess of $400,000,000. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction The proceeds of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” andLoans, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit proceeds of the Secured PartiesConvertible Notes, a security interest are to be used solely to (a) to finance ongoing working capital needs and other general corporate purposes, including to finance Permitted Acquisitions, and (b) to pay fees and expenses in and lien upon their respective right, title and interests in connection with the Collateralforegoing. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position proceeds of the Borrower to the mutual advantage Term A-1 Loans, together with cash on hand of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason Restricted Subsidiaries, are to be used solely to (a) to finance a portion of the making Argentum Acquisitions, and (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 of loans the Restatement Effective Date, to amend and other financial accommodations restate the Prior Credit Agreement on the terms and subject to the Borrower as provided in the Agreementconditions set forth herein. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks have Bank 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. On The Borrower, Barclays Bank PLC, as administrative agent and collateral agent (the “Existing Administrative Agent”), and each Lender from time to time party thereto are parties to the Term Loan Credit Agreement dated as of September 30, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”). The Existing Credit Agreement provided the Borrower with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000. andThe Borrower has requested the 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth herein, , on the First Amendment Effective Date, immediately prior the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans available, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 to giving effect beand were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date (together with any accrued and unpaid interest thereon),and to finance a portion of the cash consideration paid to shareholders of the Borrower in connection with the First Amendment Transactions and to pay the fees and expenses incurred in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of up to $100,000,000 which will be used on and/or from time to time after the First Amendment Effective Date to provide financing for, or to refinance indebtedness incurred or to replace cash used, which were incurred on October 15, 2018 in connection with, Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement shall bewas repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the Initial Exchange Transactions conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below), certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (such Lenders in such capacity, the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange LoansAcquisition”), each as further described in indirectly through ▇▇▇▇▇ Merger Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Exchange Agreement and the immediately succeeding Recital Borrower (such transactions described in (x) and (y), the “Initial Exchange TransactionsBuyer”), and of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (y) provided its consent the “Target”), from the equity holders thereof, pursuant to the amendments Agreement and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit AgreementPlan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the Closing Datedate hereof, the “Merger Agreement”) by and amongamong the Buyer, inter aliaGFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for The Existing Administrative Agent, Loan Parties (as defined below)the Administrative Agent, the Collateral Agent and each of the lenders Lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), and the Exchanging Term Lenders Amendment have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrowera) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under amend the Existing Credit Agreement to have been issued under this Agreement provide for the 2018 Incremental Term Loans extended by such Issuing Banks the 2018 Incremental Term Lenders and (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting b) make certain other amendments to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Existing Credit Agreement. 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 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 that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

PRELIMINARY STATEMENTS. The Borrowers have requested that (i) the Term Loan A Lenders extend credit to the Term Loan Borrower in the form of Term A Loans on the Closing Date in an initial aggregate principal amount of up to $250.0 million pursuant to this Agreement, (ii) the Term Loan B Lenders extend credit to the Term Loan Borrower in the form of Term B Loans on the Closing Date in an initial aggregate principal amount of up to $750.0 million pursuant to this Agreement and (iii) the Revolving Credit Lenders extend credit to the Revolver Borrowers in accordance with the Revolving Credit Commitments in an initial aggregate principal amount of up to $250.0 million pursuant to this Agreement (with the aggregate principal amount of Revolving Credit Loans permitted to be borrowed on the Closing Date). On the Closing Date, immediately prior Parent will enter into the Senior Notes Indenture pursuant to giving effect to the Initial Exchange Transactions (as defined below), certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) which Parent will issue Senior Notes in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacity, 400.0 million and the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, proceeds of the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement Senior Notes and the immediately succeeding Recital (such transactions described cash on hand, will be used in (x) and (y), part to repay in full all amounts due or outstanding under the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as of the Closing DateFebruary 15, by 2017, as amended and amongrestated on March 8, inter alia2018, among Parent, the Existing AgentTerm Loan Borrower, Loan Parties (HII, HIL, HLF Financing US, LLC, a Delaware limited liability company as defined below)the other term loan borrower thereunder, and the guarantors party thereto, the lenders party thereto thereto, Credit Suisse AG, Cayman US-DOCS\138541167.4141447058.7 Islands Branch, as administrative agent for the Term Loan Lenders and Coöperatieve Rabobank U.A., New York Branch, as administrative agent for the Revolving Credit Lenders (the “Existing Credit Agreement AmendmentAgreement”). Pursuant to ) and such repayment, together with the Initial Exchange Transactionstermination of all commitments thereunder and the release of all liens granted in connection therewith, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term LoansRefinancing”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateralpay Transaction Costs. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. 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 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. Capitalized terms used in these preliminary statements shall have the respective meanings set forth for such terms in Section 1.01 hereof. The Corporate Co-Borrower has requested, and the Administrative Agent and the Lenders have agreed, to amend and restate the Second Amended and Restated Credit Agreement, dated as of January 28, 2010, among the Corporate Co-Borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Previous Credit Agreement”). The Investors, together with other equity investors, have formed Holdings, which in turn has formed the LLC Co-Borrower as a wholly owned subsidiary thereof. On September 6, 2010, the LLC Co-Borrower and the Corporate Co-Borrower entered into an Agreement and Plan of Share Exchange (together with all schedules, exhibits and annexes thereto, in each case as may be waived, supplemented or otherwise modified, the “Acquisition Agreement”). To consummate the acquisition of the Corporate Co-Borrower pursuant to the Acquisition Agreement (the “Acquisition”), as of September 6, 2010, the Investors and certain other investors and associated entities made preferred equity contributions (the “Onex Bridge”) directly or indirectly to the LLC Co-Borrower in an aggregate amount up to $158,800,000 and have contributed other common equity to Holdings (the “Equity Contribution”). The Borrower has requested that the Lenders extend credit to (i) the LLC Co-Borrower in the form of Term B Loans in an initial aggregate amount of $170,000,000 and (ii) the Corporate Co-Borrower in the form of Revolving Credit Commitments in an initial aggregate amount of $275,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. The proceeds of the Term B Loans made on the Closing Date will be used to (a) wholly or partially repay the Onex Bridge, (b) pay the fees and expenses incurred in connection with the Transactions, (c) fund a portion of the Acquisition and (d) repay a portion of the 73/4 % Senior Notes issued by the Corporate Co-Borrower pursuant to the Indenture dated October 3, 2005 among the Corporate-Co Borrower, the guarantors named therein, and ▇▇▇▇▇ Fargo Bank, National Association (collectively, the “Existing Senior Notes”). The proceeds of the Revolving Credit Loans and Swing Line Loans shall be used to fund a portion of the Acquisition, pay fees and expenses incurred in connection with the Transactions, for working capital, general corporate purposes, and any other purpose not prohibited by this Agreement including Permitted Acquisitions and other Investments. The Letters of Credit shall be used solely to support obligations of Holdings and its Subsidiaries incurred for working capital, general corporate purposes and any other purpose not prohibited by this Agreement. On the Closing Date, immediately prior to giving effect to after the Initial Exchange Transactions (as defined below)funding of the Term B Loans and the Revolving Credit Loans, certain Lenders held collectively outstanding Term Loans (as defined the Investors and other equity investors shall transfer their interests in the Existing Credit Agreement LLC Co-Borrower and the Corporate Co-Borrower to Holdings such that Holdings will own 100% of the Equity Interests of the LLC Co-Borrower, which shall in turn own 100% of the Equity Interests of the Corporate Co-Borrower (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacity, the “Exchanging Term LendersHoldings Capitalization”) and each of the LLC Co-Borrower and Onex ResCare Holdco II, LLC, a Delaware limited liability company and such Term Loans held by such Lendersa wholly-owned Subsidiary of the Investors, will merge with and into the Corporate Co-Borrower, with the Corporate Co-Borrower being the surviving entity (the “Relevant Existing Term LoansMerger”). On the Closing Date, each Exchanging immediately after the funding of the Term Lender (in each case as applicable) (x) sold, in an open market purchase B Loans and sale transaction, its Relevant Existing Term the Revolving Credit Loans to but before the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term LoansMerger, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment NoLLC Co-Borrower will convert into a Delaware corporation. 1 to Credit Agreement, dated as of the Closing Date, by and among, inter alia, the Existing Agent, Loan Parties (as defined below)The Corporate Co-Borrower has requested, and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), Administrative Agent and the Exchanging Term Lenders have agreed to provide enter into this Agreement in order to (a) amend and restate each of the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Previous Credit Agreement at and the direction Previous Guaranty Agreement in its entirety, (b) re-evidence the Obligations, which shall be payable in accordance with the terms of this Agreement and (c) set forth the terms and conditions under which the Lenders will, from time to time, make loans and extend other financial accommodations to and for the benefit of the Borrower) shall (i) promptly notify . It is the lenders under intention of the Existing Credit parties to this Agreement that the Initial Exchange Transactions have occurred this Agreement not constitute a novation and the Existing Credit Agreement Amendment has become effective that, from and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined the Previous Credit Agreement shall be amended and restated hereby and all references herein to “hereunder,” “hereof,” or words of like import and all references in any other Loan Document to the Existing “Credit Agreement) agrees ” or words of like import shall mean and be a reference to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Previous Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below amended and restated hereby (and any section references to the Previous Credit Agreement shall refer to the applicable equivalent provision set forth herein although the section number thereof may have changed) and (ii) each the Previous Guaranty Agreement shall be amended and restated hereby and all references herein to “hereunder,” “hereof,” or words of the Issuing Banks (as defined like import and all references in the Existing Credit Agreement) holding a commitment any other Loan Document to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange TransactionsGuaranty Agreement” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all or words of their Obligations under the Loan Documents by granting like import shall mean and be a reference to the Collateral Agent, for the benefit of the Secured Parties, a security interest in Previous Guaranty Agreement as amended and lien upon their respective right, title restated hereby (and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations any section references to the Borrower under this Previous Guaranty Agreement will enhance the financial position of the Borrower shall refer to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. 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 equivalent provision set forth hereinherein although the section number thereof may have changed). In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. On Pursuant to that certain Agreement and Plan of Merger, dated as of the Closing Datedate hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by, among others, the Borrower, I-Engineering, Merger Sub and the Stockholders’ Representative (as defined therein), Merger Sub will merge with and into I-Engineering, with I-Engineering as the surviving entity and wholly owned Subsidiary of the Borrower (the “Acquisition”) on the date hereof substantially concurrently with the funding of the Initial Term Loans. The Borrower has requested that, immediately prior to giving effect the consummation of the Acquisition, the Lenders extend credit to the Borrower in the form of (i) Initial Exchange Transactions (as defined below), certain Lenders held collectively outstanding Term Loans (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below) on the Existing Credit Agreement (as defined below)) Closing Date in an aggregate principal amount of $513,370,081.19 35,000,000, (such Lenders ii) Revolving Credit Commitments in such capacity, an initial aggregate principal amount of $2,500,000 and (iii) Delayed Draw Commitments in an initial aggregate principal amount of $5,000,000. The proceeds of all or any portion of the “Exchanging Term Lenders”, and such Initial Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On borrowed on the Closing DateDate will be used by the Borrower, each Exchanging Term Lender directly or indirectly, (i) to finance the a portion of the consideration in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing connection with the Acquisition substantially concurrently with the funding of the Initial Term Loans and immediately prior to the Borrower consummation of the Acquisition, (ii) to repay in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in full all indebtedness outstanding under that certain Amendment No. 1 to Credit Agreement, dated as of the Closing DateDecember 29, 2020, by and amongbetween I-Engineering and PNC Bank, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto National Association (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term LoansRefinancing”), and the Exchanging Term Lenders have agreed (iii) to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective pay Transaction Expenses and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreementiv) for Subsequent Exchange Revolving Loans and Revolving Commitments under any other use not prohibited by this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. 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 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. On Alliance Resource Operating Partners, L.P., a Delaware limited partnership (the Closing Date“Borrower”), immediately JPMorgan, as administrative agent, and certain lenders party thereto, previously entered into that certain Fourth Amended and Restated Credit Agreement, dated as of January 27, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified prior to giving effect to the Initial Exchange Transactions (as defined below), certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacitydate hereof, the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange TransactionsCredit Agreement”), and (y) provided its consent as a condition to the amendments and other modifications to effectiveness of the Existing Credit Agreement as described in Agreement, certain Subsidiaries of the Borrower entered into that certain Amendment NoAmended and Restated Subsidiary Guaranty, dated as of January 27, 2017 (as amended, restated, amended and restated, supplemented, or otherwise modified prior to the date hereof, the “Original Guaranty”). 1 to The Borrower, Alliance Resource Partners, L.P., as Parent, the Administrative Agent and the Lenders party thereto, have entered into that certain Fifth Amended and Restated Credit Agreement, dated as of the Closing Datedate hereof (as amended, by restated, amended and amongrestated, inter aliasupplemented or otherwise modified from time to time, the Existing Agent, Loan Parties (“Credit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as defined belowtherein defined), which amends and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for restates in its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under entirety the Existing Credit Agreement at on the direction of terms and conditions set forth therein, and in connection therewith, the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position Subsidiary of the Borrower to party hereto, and the mutual advantage Administrative Agent are amending and restating the Original Guaranty as set forth herein. Each Guarantor may receive, directly or indirectly, a portion of the Loan Parties. The Borrower acknowledges on behalf proceeds of itself the Advances under the Credit Agreement and its Subsidiaries that the Borrower and its Subsidiaries will receive derive substantial direct and indirect benefits from the transactions contemplated by reason of the Credit Agreement. It is a condition precedent to the making of loans and other financial accommodations to the Borrower as provided in the Agreement. The applicable Lenders have indicated their willingness to lend, Advances and the applicable Issuing Banks have indicated their willingness to issue issuance of Letters of Credit, in Credit by the Lenders under the Credit Agreement from time to time that each case on the terms Guarantor shall have executed 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:delivered this Guaranty.

PRELIMINARY STATEMENTS. On the Closing DateThe Borrower, immediately Holdings and Sub Holdco are party to that certain Credit Agreement, dated as of March 9, 2011 (as amended, supplemented or otherwise modified prior to giving effect to the Initial Exchange Transactions Amendment and Restatement Effective Date (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), the “Original Credit Agreement”), among the Borrower, Holdings, Sub Holdco, Bank of America, as Administrative Agent and Collateral Agent, the other agents party thereto, and the Lenders from time to time party thereto, under which the Borrower obtained an initial aggregate principal amount of $325,000,000 of Term B-1 Loans, the proceeds of which, together with the proceeds of (i) the Equity Contribution, (ii) the Initial ABL Borrowings and (iii) the issuance of the Senior Subordinated Notes, were used to pay the consideration and other amounts owing in connection with the Acquisition under the Acquisition Agreement, to repay certain Lenders held collectively outstanding Term Loans existing indebtedness and hedging obligations of the Borrower and its Subsidiaries and to pay all fees, costs and expenses incurred in connection with the Transaction and related transactions (as defined in including to fund any original issue discount and upfront fees) and to provide working capital. The parties to Amendment No. 1 have agreed to amend and restate the Existing Original Credit Agreement as provided in this Agreement to, among other things, (as defined below)a) provide for a new tranche of Term B-2 Loans in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacity175,000,000, some of the “Exchanging Term Lenders”proceeds of which shall be used to repay loans outstanding under the ABL Facility and to increase balance sheet cash, and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term amend Section 2.12 to permit the incurrence of additional Incremental Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent pursuant to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as of the Closing Date, by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. 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. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.

PRELIMINARY STATEMENTS. On the Closing Date, immediately prior to giving effect Pursuant to the Initial Exchange Transactions Recapitalization Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), certain Lenders held collectively outstanding Term Loans ▇▇▇▇ Paste Mergerco, Inc. and Blackstone Paste Mergerco, Inc. (as defined in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacitycollectively, the “Exchanging Term LendersMergerCos”) were merged with the Borrower, and such Term Loans held by such Lenders, with the Borrower as the surviving corporation (the “Relevant Existing Term LoansRecapitalization”). On Simultaneously with the Closing Dateconsummation of the Recapitalization, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in entered into that certain Amendment No. 1 to Credit Agreement, dated as of October 31, 2006 (as amended and in effect immediately prior to the Closing Restatement Effective Date, by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Dateby, among others, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing DateLenders” as defined therein, and DEUTSCHE BANK AG NEW YORK BRANCH, as “Administrative Agent” as defined therein, pursuant to which the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender incurred an Original Loan (as defined in the Existing Credit Agreement) agrees on the Closing Date in an aggregate principal amount of $2,400,000,000. The proceeds of the Original Loan made on the Closing Date, together with the proceeds of (i) the issuance of certain unsecured notes, (ii) the funding of $400,000,000 under the ABL Credit Agreement on the Closing Date and (iii) the Equity Contribution, were used to exchange its Revolving Loans finance the Debt Prepayment and Revolving Commitments pay the Merger Consideration and the Closing Date Transaction Expenses. Immediately prior to the Restatement Effective Date, outstanding term loans in the aggregate principal amount of approximately $1,495,000,000 (in each case, as defined in the “Outstanding Term Loans”) were outstanding under the Existing Credit Agreement. The Borrower desires to refinance the Outstanding Term Loans in full with Refinancing Term Loans pursuant to a Refinancing Amendment under Section 2.15 of the Existing Credit Agreement, and, in connection therewith, to amend and restate the Existing Credit Agreement in its entirety to, among other things, (i) provide for Subsequent Exchange Revolving Loans and Revolving Commitments such Refinancing Term Loans, which will take the form of a new tranche of senior secured term loans under this Agreement as provided in Section 2.16 below Agreement, and (ii) each increase the aggregate principal amount of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder such tranche borrowed and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued outstanding under this Agreement by such Issuing Banks to $1,640,000,000 on the Restatement Effective Date. The proceeds of the Loans on the Restatement Effective Date will be used to (i) refinance in full the “Subsequent Revolving Loan Exchange Transactions” andOutstanding Term Loans, together (ii) finance the redemption of a portion of the Senior Subordinated Notes in the aggregate principal amount of approximately $137,000,000 and (c) fund certain related fees and expenses associated with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the CollateralTransaction. The Loan Parties’ business is a mutual Lenders and collective enterprise and each Additional Lender providing the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. The applicable Lenders Refinancing Term Loans have indicated their willingness to lend, lend and to consent to the applicable Issuing Banks have indicated their willingness to issue Letters of Creditother amendments herein, 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. On the Closing Date, immediately prior to giving effect Pursuant to the Initial Exchange Transactions Acquisition Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), the Borrower and Subsidiaries of the Borrower (the “Purchasing Entities”) will (i) purchase and acquire (the “Acquisition”) substantially all of the assets of the global distribution business of Ashland, Inc. (the “Acquired Business”) and (ii) assume certain Lenders held collectively outstanding Term Loans (liabilities of the Acquired Business, in each case except as defined otherwise provided in the Existing Credit Agreement Acquisition Agreement. In connection therewith, it is intended that (as defined below)a) Holdings and Sub Holdco will be the sole members of the Borrower; (b) the Investors and any Management Stockholders will make the Equity Contribution; (c) the Borrower will obtain the ABL Facility in an initial aggregate principal amount of $513,370,081.19 (such Lenders in such capacity, the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans 540,000,000 pursuant to the ABL Facility; (d) the Borrower will obtain $175,000,000 in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, gross cash proceeds from the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as issuance of the Closing Date, by and among, inter alia, the Existing Agent, Loan Parties Senior Subordinated Notes; (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to e) the Borrower in will obtain an initial aggregate principal amount equal of $300,000,000 of Initial Loans pursuant to $200,000,000 this Agreement; and (f) the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction proceeds of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and Equity Contribution, (ii) provide the lenders holding Existing Term Loans thereunder Initial ABL Borrowings, (iii) the option issuance of the Senior Subordinated Notes and (iv) the Loans, will be used to sell, pay the consideration and other amounts owing in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after connection with the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent Acquisition under the Existing Credit Agreement at the direction Acquisition Agreement, to repay certain existing indebtedness and hedging obligations of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of to pay all fees, costs and expenses incurred in connection with the making of loans Transaction and other financial accommodations related transactions (including to the Borrower as provided in the Agreement. The applicable Lenders have indicated their willingness fund any original issue discount and upfront fees) and 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 hereinprovide working capital. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. On This Agreement is effective pursuant to the Closing Date, immediately 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 Initial Exchange Transactions Third Incremental Amendment Effective Date) in an initial aggregate Dollar Amount of $1,775,000,000, (ii) a Term C Loans (as defined below), certain Lenders held collectively outstanding 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 Existing Credit Agreement (as defined belowAmendment and Restatement Agreement)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacity, the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as a portion of the Closing DateBorrower’s cash on hand, are being used by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, Date to refinance all obligations of the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Original Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans are not subject to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender Conversion (as defined in the Existing Credit Amendment and Restatement Agreement) agrees and to exchange 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 Revolving Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters will be used for general corporate purposes of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct (and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as otherwise expressly provided in the Agreementherein). The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks L/C Issuers 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. On The Borrowers, the Closing DateAdministrative Agent and certain banks and other financial institutions (the “Existing Lenders”) are parties to that certain Credit Agreement dated as of October 17, immediately prior 2016 (as in effect on the date hereof, the “Credit Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement) pursuant to giving effect which the Existing Lenders have made available to the Borrowers (i) Initial Exchange Transactions (as defined below), certain Lenders held collectively outstanding Term Loans in an initial aggregate principal amount of $350,000,000 and (as defined ii) a Revolving Credit Facility in an initial aggregate principal committed amount of $160,000,000. Pursuant to Section 2.14 of the Existing Credit Agreement (as defined below)) Agreement, the Borrowers have requested the provision of an Incremental Term Commitment for a new tranche of Term Loans in an aggregate principal amount of $513,370,081.19 349,125,000 (such Lenders in such capacitycollectively, the “Exchanging Term B-1 Loans”), from certain Existing Lenders and other banks, financial institutions and institutional Lenders reasonably satisfactory to the Administrative Agent and the Borrowers (such other banks, financial institutions and institutional Lenders that are not Existing Lenders”, and such Term Loans held by such Lenderscollectively, the “Relevant Existing Term Loans”). On the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term LoansNew Lenders” and, together with the Initial Exchange First Out Term LoansExisting Lenders that are party hereto, collectively, the “Initial Exchange LoansIncremental Lenders”), each as further described the proceeds of which Term B-1 Loans shall be used to refinance the Initial Term Loans (either via cash settlement or, in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (ycase of certain Existing Lenders via a cashless roll of Initial Term Loans into Term B-1 Loans), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement all as described in that certain Amendment No. 1 to Credit Agreement, dated as of the Closing Date, by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans to the Borrower in an aggregate principal amount equal to $200,000,000 (the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (ii) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. 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. This Amendment shall constitute an Increase Joinder referenced in Section 2.14 of the Credit Agreement. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. On With the Closing Dateproceeds of the Credit Facilities (as hereinafter defined) and the Senior Subordinated Debt Financing (as hereinafter defined), immediately prior to giving effect the Borrower and its Subsidiaries (as hereinafter defined) will complete the acquisition (the "Acquisition") of substantially all of the assets comprising the optical medical device, contact lens care, surgical and new device technology businesses (and related businesses) of Allergan, Inc., a Delaware corporation ("Allergan"), and its Subsidiaries (collectively, the "Business"), and not later than July 31, 2002 Allergan contemplates that all of the shares of common stock of the Borrower will be distributed to the Initial Exchange Transactions stockholders of Allergan (the Acquisition and such share distribution being hereinafter collectively referred to as defined belowthe "Spinoff"). In order to provide a portion of the financing necessary to consummate the Acquisition, certain the Borrower has requested that the Lenders held collectively outstanding Term Loans extend to it a revolving credit facility and a term facility (as defined together, the "Credit Facilities") in the Existing Credit Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacity, the “Exchanging Term Lenders”135,000,000, and such Term Loans held by such Lenders, the “Relevant Existing Term Loans”)Lenders are willing to do so but only on the terms and conditions set forth herein. On The proceeds from the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” andCredit Facilities will be used, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as proceeds of the Closing DateSenior Subordinated Debt Financing, by and amongto (a) repay to Allergan certain intercompany indebtedness of approximately $80,000,000 to $90,000,000 incurred in connection with the Spinoff, inter alia, (b) pay a distribution to Allergan in connection with the Existing Agent, Loan Parties (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant Spinoff in an amount approximately equal to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans $171,000,000 less the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that the Exchanging Term Lenders provide term loans intercompany indebtedness repaid pursuant to clause (a) above, (c) repay approximately $95,000,000 of liabilities assumed by the Borrower from Allergan in an aggregate principal amount equal to $200,000,000 connection with the Spinoff, (the “First Out New Money Term Loans”), and the Exchanging Term Lenders have agreed to provide the First Out New Money Term Loans to the Borrower on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall (i) promptly notify the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective and (iid) provide the lenders holding Existing Term Loans thereunder the option to sell, in a purchase for working capital and sale offer transaction on or prior to a date no later than ten (10) days after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation general corporate purposes of such purchase and sale offer, the Borrower shall be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each case, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each of the Issuing Banks (as defined in the Existing Credit Agreement) holding a commitment to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon their respective right, title and interests in the Collateral. The Loan Parties’ business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position of the Borrower to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement. The applicable Lenders have indicated their willingness to lendSubsidiaries, and the applicable Issuing Banks have indicated their willingness to issue Letters of Credit, in each case on the terms (e) pay related fees and subject to the conditions set forth hereinexpenses. In consideration of the mutual covenants and agreements herein contained, the parties hereto hereby covenant and agree as follows:

PRELIMINARY STATEMENTS. On the Closing Date, immediately prior to giving effect Pursuant to the Initial Exchange Transactions (as defined below), certain Lenders held collectively outstanding Term Loans (as defined in the Existing Credit Acquisition Agreement (as defined below)) in an aggregate principal amount of $513,370,081.19 (such Lenders in such capacityHoldings has agreed to acquire, and Buyer has agreed to merge with and into, the “Exchanging Term Lenders”, and such Term Loans held by such Lenders, Company (the “Relevant Existing Term LoansAcquisition”). On ) on the Closing Date, each Exchanging Term Lender (in each case as applicable) (x) sold, in an open market purchase and sale transaction, its Relevant Existing Term Loans to the Borrower in exchange for consideration consisting of (a) First Out Term Loans issued hereunder (such First Out Term Loans, the “Initial Exchange First Out Term Loans”) and (b) Second Out Term Loans issued hereunder (such Second Out Term Loans, the “Initial Exchange Second Out Term Loans” and, together with the Initial Exchange First Out Term Loans, the “Initial Exchange Loans”), each as further described in the Exchange Agreement and the immediately succeeding Recital (such transactions described in (x) and (y), the “Initial Exchange Transactions”), and (y) provided its consent to the amendments and other modifications to the Existing Credit Agreement as described in that certain Amendment No. 1 to Credit Agreement, dated as of the Closing Date, by and among, inter alia, the Existing Agent, Loan Parties (as defined below), and the lenders party thereto (the “Existing Credit Agreement Amendment”). Pursuant to the Initial Exchange Transactions, each Exchanging Term Lender shall receive as consideration for its assignment and sale of its Relevant Existing Term Loans the amount of Initial Exchange Loans specified therefor in the Exchange Agreement. The Borrower has requested that (a) the Exchanging Term B Lenders provide term loans make Term B Loans to the Borrower in an aggregate principal amount equal to of $200,000,000 (the “First Out New Money Term Loans”)182,500,000, and (b) from time to time, the Exchanging Term Revolving Credit Lenders have agreed to provide the First Out New Money Term Loans 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 $25,000,000 Revolving Credit Facility. The proceeds of the Term B Loans made on the Closing Date. After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower) shall Date will be used to (i) promptly notify finance a portion of the lenders under the Existing Credit Agreement that the Initial Exchange Transactions have occurred and the Existing Credit Agreement Amendment has become effective Acquisition and (ii) provide pay Transaction Expenses (including upfront fees and original issue discount). The proceeds of the lenders holding Existing Term Revolving Credit Loans thereunder made on the option Closing Date up to sell, in a an aggregate principal amount of $5,000,000 will be used for working capital adjustments or purchase and sale offer transaction on or prior to a date no later than ten (10) days price adjustments under the Acquisition Agreement. The proceeds of the Revolving Credit Loans made after the Closing Date, their Existing Term Loans to the Borrower and, upon the consummation of such purchase and sale offer, the Borrower shall Date will be deemed to incur (on a cashless basis) Subsequent Exchange Term Loans as provided in Section 2.16 below (such transactions, the “Subsequent Term Loan Exchange Transactions”). After the Closing Date, the Borrower (or the Existing Agent under the Existing Credit Agreement at the direction of the Borrower), shall request that used (i) each Revolving Lender (as defined in the Existing Credit Agreement) agrees to exchange its Revolving Loans and Revolving Commitments (in each casefor working capital adjustments or purchase price adjustments, as defined in the Existing Credit Agreement) for Subsequent Exchange Revolving Loans and Revolving Commitments under this Agreement as provided in Section 2.16 below and (ii) each to finance the ongoing working capital requirements of the Issuing Banks Borrower and its Subsidiaries, (as defined in iii) for general corporate purposes of the Existing Credit AgreementBorrower and its Subsidiaries, including capital expenditures, Restricted Payments, Permitted Acquisitions and (iv) holding a commitment for any other purpose not prohibited by the Loan Documents. The Loan Parties have agreed pursuant to issue Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Guaranty and Security Agreement becomes an Issuing Bank hereunder and deems the Letters of Credit (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to have been issued under this Agreement by such Issuing Banks (the “Subsequent Revolving Loan Exchange Transactions” and, together with the Subsequent Term Loan Exchange Transactions, the “Subsequent Exchange Transactions”). Each Loan Party has agreed to secure all of their the Secured Obligations under the Loan Documents by granting to the Collateral Administrative Agent, for the benefit of the Secured Parties, first priority Liens (subject to Liens permitted by this Agreement) on substantially all of their assets, including a security interest in and lien upon pledge of all of the Equity Interests of each of their respective rightDomestic Subsidiaries and 66% of the voting Equity Interests and 100% of the non-voting Equity Interests (if any) of each of their respective Foreign Subsidiaries, title and interests subject in the Collateraleach case to certain exceptions. The Loan Parties’ business is a mutual and collective enterprise Holdings and the Loan Parties believe that Subsidiary Guarantors have agreed to guarantee the loans and other financial accommodations to the Borrower under this Agreement will enhance the financial position Secured Obligations of the Borrower hereunder pursuant to the mutual advantage of the Loan Parties. The Borrower acknowledges on behalf of itself and its Subsidiaries that the Borrower and its Subsidiaries will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the AgreementGuaranty. The applicable Lenders have indicated their willingness to lend, lend and the applicable Issuing Banks have L/C Issuer has indicated their its willingness to so issue Letters of Credit, in each case 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: