Common use of PRELIMINARY STATEMENTS Clause in Contracts

PRELIMINARY STATEMENTS. The Borrower has requested that (a) the Lenders extend credit to the Borrower in the form of $2,555.0 million of Closing Date USD Term Loans, €507.0 million of Closing Date Euro Term Loans and $500.0 million of Revolving Commitments on the Closing Date as first lien secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”). The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Second Lien Initial Term Loans and cash on hand, will be used on the Closing Date to fund the Transactions. 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 Borrower has requested that (a) the Lenders extend credit to the Borrower in the form of (i) $2,555.0 million 200,000,000 of Closing Date USD Term Loans, €507.0 million (ii) $100,000,000 of Closing Date Euro Delayed Draw Term Loans Loan Commitments and (iii) $500.0 million 50,000,000 of Revolving Commitments on the Closing Date as first lien senior secured credit facilities and facilities, (b) from time to time on and after the Closing Date, (i) the Lenders lend Revolving Loans to the Borrower and (ii) the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On Agreement and (c) from time to time after the Closing Date, the Lenders lend to the Borrower will enter into the Second Lien Credit Agreement Delayed Draw Term Loans pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (Delayed Draw Term Loan Commitments hereunder and pursuant to the “Second Lien Initial Term Loans”)terms of, and subject to the conditions set forth in, this Agreement. The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Second Lien Initial Term Loans and cash on hand, will be used on the Closing Date to fund the Transactions. The applicable Lenders have indicated their willingness to lendmake Loans, 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. Pursuant to the Merger Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Kangaroo Acquisition, Inc., a Delaware corporation and a wholly owned Subsidiary of Holdings (“Acquisition Sub”), shall be merged with the Borrower, with the Borrower as the surviving corporation (the “Merger”). The Borrower has requested that (a) substantially simultaneously with the consummation of the Merger, the Lenders extend credit to the Borrower in the form of $2,555.0 million of Closing Date USD Term Loans, €507.0 million of Closing Date Euro (i) Term Loans and $500.0 million of Revolving Commitments on the Closing Date as first lien secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in an initial aggregate principal amount of second lien term loans $1,310,000,000, (the “Second Lien Initial Term Loans”)ii) a Working Capital RC Facility in an aggregate principal amount of $150,000,000 and (iii) a Pre-Funded RC Facility in an aggregate principal amount of $100,000,000. The Working Capital RC Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. The proceeds of the Closing Date Term Loans and made on the Closing Date Revolving BorrowingsDate, together with the proceeds of (i) the Second Lien Initial Term Loans issuance of the Senior Notes, (ii) the Specified Lease Transactions and (iii) the cash on handportion of the Equity Contributions, will be used to finance the Debt Prepayment and pay the Merger Consideration and the Transaction Expenses. Additional proceeds of Working Capital RC Loans made on the Closing Date will be used to fund (i) working capital adjustments, if any, required under the TransactionsMerger Agreement, seasonal working capital needs and variations from working capital projected on the Closing Date, (ii) amounts not to exceed $11,500,000 to finance the Debt Prepayment and pay the Merger Consideration and the Transaction Expenses, and (iii) any escrow accounts, reserve deposits or similar amounts in respect of the Master Lease or related Sub-Leases. The proceeds of Working Capital RC Loans and Swing Line Loans made after the Closing Date will be used for working capital, Capital Expenditures and other general corporate purposes of the Borrower and the Restricted Subsidiaries, including the financing of Permitted Acquisitions; provided that if, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such Borrowing and any other Borrowing to occur on such date) the Rent Adjusted Leverage Ratio is greater than or equal to 5.25:1.00, proceeds of Working Capital RC Loans and Swing Line Loans may be utilized solely for working capital and other general corporate purposes (including Capital Expenditures, but excluding Capital Expenditures for the establishment of new restaurants and refurbishments of existing restaurants). Letters of Credit will be used for general corporate purposes of the Borrower and the Restricted Subsidiaries. The proceeds of Pre-Funded RC Loans will be used solely to fund Capital Expenditures. The applicable Lenders have indicated their willingness to lend, and the 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. The Borrower has requested that (a) the Lenders extend credit to the Borrower in the form of $2,555.0 million 350,000,000 of Closing Date USD Term Loans, €507.0 million of Closing Date Euro Term Loans and $500.0 million 100,000,000 of Revolving Commitments on the Closing Date as first lien secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”). The proceeds of the Closing Date Term Loans and the Closing Date Revolving BorrowingsLoans, together with the proceeds of the Second Lien Initial Term Loans and cash on hand, will be used on the Closing Date (i) to fund repay Indebtedness incurred under the TransactionsExisting Credit Agreement, if any, and (ii) to pay (A) the Specified Distribution and (B) the Transaction 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 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 Borrower has Borrowers have requested that (a) the Lenders extend credit to the Borrower Borrowers in the form of (i) $2,555.0 790.0 million of Closing Date USD Term Loans, €507.0 million of Loans on the Closing Date Euro Term Loans and (ii) $500.0 165.0 million of Revolving Commitments on the Closing Date Date, in each case, as first lien secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower Borrowers and the Issuing Banks issue Letters of Credit for the account of the BorrowerBorrowers, each to provide working capital for, and for other general corporate purposes of, the Borrower Borrowers and its their Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”). The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Second Lien Initial Term Loans and cash on hand, will be used on the Closing Date to consummate the Closing Date Refinancing, to pay the Transaction Expenses and to provide cash to the balance sheet to finance any working capital needs of the Borrowers and their Restricted Subsidiaries. The proceeds of the Closing Date Revolving Borrowings will be used, among other things, to fund OID or upfront fees required to be funded under the Transactions“market flex” provisions of the Fee Letter. 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. Pursuant to the Merger Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Omaha Acquisition Corp., a Delaware corporation (“Omaha”), will merge (the “Merger”) with and into West with West being the surviving corporation. The Borrower has requested that (a) substantially simultaneously with the consummation of the Merger, the Lenders extend credit to the Borrower in the form of (i) Term Loans in an initial aggregate amount of $2,555.0 million 2,100,000,000 and (ii) a Revolving Credit Facility in an initial aggregate amount of Closing Date USD Term Loans, €507.0 million $250,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Closing Date Euro Credit from time to time. The proceeds of the Term Loans and $500.0 million of the Revolving Commitments Credit Loans made on the Closing Date as first lien secured credit facilities and (b) from time to time on and after the Closing Date, together with the Lenders lend proceeds of (i) the issuance of the New Notes and (ii) the Equity Contribution, will be used to pay the Borrower Merger Consideration and the Issuing Banks issue Letters Transaction Expenses. The proceeds of Revolving Credit Loans made on or after the Closing Date will be used for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, of the Borrower and its Subsidiaries, pursuant to including the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreementfinancing of Permitted Acquisitions. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”). The proceeds of the Closing Date Term Swing Line Loans and the Closing Date Revolving Borrowings, together with the proceeds Letters of the Second Lien Initial Term Loans and cash on hand, Credit will be used on for general corporate purposes of the Closing Date to fund the TransactionsBorrower and its 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. Pursuant to the Merger Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Merger Sub, a direct wholly owned subsidiary of Holdings, will merge (the “Merger”) with and into the Parent Borrower, with (i) subject to dissenters’ rights, the Merger Consideration being paid, and (ii) Parent Borrower surviving as a wholly-owned subsidiary of the Parent Borrower. The Borrower has Borrowers have requested that (a) substantially simultaneously with the consummation of the Merger, the Lenders extend credit to the Borrower in the form of $2,555.0 million a Revolving Credit Facility to the Borrowers. The Revolving Credit Facility may include one or more Letters of Closing Date USD Term Loans, €507.0 million of Closing Date Euro Term Loans and $500.0 million of Revolving Commitments on the Closing Date as first lien secured credit facilities and (b) Credit from time to time on and after the Closing Date, the Lenders lend one or more Swing Line Loans from time to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”)time. The proceeds of the Closing Date Term Loans and Initial Revolving Borrowing (to the Closing Date extent permitted in accordance with the definition of the term “Permitted Initial Revolving BorrowingsBorrowing Purposes”), together with (i) a portion of which may include revolver borrowings to pay a cash portion of the Merger Consideration and the Transaction Expenses, (iii) the proceeds of the Second Lien Initial Term Loans issuance of the New Senior Notes, and cash on hand(iv) the proceeds of the Equity Contribution, will be used on to finance the Debt Repayment and to pay the cash portion of the Merger Consideration and the Transaction Expenses. The proceeds of Revolving Credit Loans and Swing Line Loans made after the Closing Date to fund and Letters of Credit will be used for (i) working capital needs of the TransactionsBorrowers and their Subsidiaries, (ii) other general corporate purposes of the Borrowers and their Subsidiaries, and (iii) any other purpose not prohibited by this Agreement, including Restricted Payments and repayments of the Retained Existing Notes on their respective maturity dates. 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. The Pursuant to the Acquisition Agreement, EHL Acquisition Holdings, LLC, a Parent Company of the Initial Borrower formed and controlled by the Investor, will acquire (the “Acquisition”) 51% of the outstanding Equity Interests of Ensemble Health Partners Holdings, LLC (the “Acquired Company”). In connection therewith, the Initial Borrower has requested that (a) substantially simultaneously with or immediately prior to the consummation of the Acquisition, the Lenders extend credit to the Initial Borrower in the form of $2,555.0 million 672,000,000 of Closing Date USD Term Loans, €507.0 million of Closing Date Euro Term Loans and $500.0 million 75,000,000 of Revolving Commitments on the Closing Date as first lien senior secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower pursuant to the Revolving Commitments hereunder and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and hereunder, and, in each case, pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”). The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Second Lien Initial Term Loans and cash on handEquity Contribution, will be used on the Closing Date (A) to fund pay the TransactionsTransaction Consideration, (B) to pay the Transaction Expenses and (C) to provide working capital for the Borrower and its Subsidiaries. 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 Borrower has requested that simultaneously with the consummation of the merger of CRCA Merger Corporation with and into CRC Health Group, Inc. and the merger of CRC Health Corporation with and into CRC Health Group, Inc., with CRC Health Group Inc. renamed CRC Health Corporation as the surviving corporation (athe “Merger”) the Lenders extend credit to the Borrower in the form of (i) Term Loans in an initial aggregate principal amount of $2,555.0 million 245,000,000 and (ii) a Revolving Credit Facility in an initial aggregate principal amount of Closing Date USD Term Loans, €507.0 million $100,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Closing Date Euro Credit from time to time. The proceeds of the Term Loans and $500.0 million of the Revolving Commitments Credit Loans made on the Closing Date as first lien secured credit facilities and (b) from time to time on and after the Closing Date, together with the Lenders lend proceeds of (i) the issuance of the Senior Subordinated Notes and (ii) the Equity Contribution, will be used to finance the Debt Prepayment and the repayment of certain other existing Indebtedness of the Borrower and its Subsidiaries and pay the Issuing Banks issue Letters Merger Consideration and the Transaction Expenses. The proceeds of Revolving Credit Loans made after the Closing Date will be used for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, of the Borrower and its Subsidiaries, pursuant to including the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreementfinancing of Permitted Acquisitions. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”). The proceeds of the Closing Date Term Swing Line Loans and the Closing Date Revolving Borrowings, together with the proceeds Letters of the Second Lien Initial Term Loans and cash on hand, Credit will be used on for general corporate purposes of the Closing Date to fund the TransactionsBorrower and its 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. The Borrower has requested that (a) the Term A Lenders extend credit make Term A Loans to the Borrower in the form an aggregate principal amount of $2,555.0 million 850,000,000, (b) the Term B Lenders make Term B Loans to the Borrower in an aggregate principal amount of Closing Date USD Term Loans$600,000,000, €507.0 million of Closing Date Euro Term Loans and $500.0 million of Revolving Commitments on the Closing Date as first lien secured credit facilities and (bc) from time to time on and after the Closing Datetime, the Revolving Credit Lenders lend to the Borrower and the Issuing Banks L/C Issuers issue Letters of Credit for the account of the Borrower and its Restricted Subsidiaries under a $500,000,000 Revolving Credit Facility. The proceeds of the Term A Loans and the Term B Loans will be used by the Borrower, each together with the Senior Notes and cash on hand, to provide working capital forfinance the repayment of all amounts outstanding under the Existing Credit Agreement, and for other general corporate purposes, corporate transactions and Restricted Payments, and to pay the Transaction Expenses. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of, of the Borrower and its Subsidiaries, pursuant to including the Revolving Commitments hereunder financing of Permitted Acquisitions, corporate transactions and pursuant to the terms of, and subject to the conditions set forth in, this AgreementRestricted Payments. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”). The proceeds of the Closing Date Term Swing Line Loans and the Closing Date Revolving Borrowings, together with the proceeds Letters of the Second Lien Initial Term Loans and cash on hand, Credit will be used on for general corporate purposes of the Closing Date to fund the TransactionsBorrower and its Subsidiaries. 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 hereinin this Agreement. In consideration of the mutual covenants and agreements herein containedcontained in this Agreement, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower has requested that (a) the Lenders extend credit to the Borrower in the form of $2,555.0 million of Closing Date USD Term Loans, €507.0 million of Closing Date Euro (i) Initial Term Loans and $500.0 million of Revolving Commitments on the Closing Date as first lien secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in an initial aggregate principal amount of second lien term loans $350,000,000 pursuant to this Agreement and (ii) a Revolving Credit Facility in an initial aggregate principal amount of $100,000,000 pursuant to this Agreement. The Revolving Credit Facility will include separate sub-limits for the “Second Lien Initial Term Loans”)making of (i) one or more Letters of Credit denominated in Dollars or, subject to the limitations set forth herein, Alternative Currencies from time to time and (y) Swing Line Loans denominated in Dollars. The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Second Lien Initial Term Loans and cash on hand, will be used to (i) refinance all outstanding indebtedness of the Borrower pursuant to the Existing Credit Agreement and terminate in full all outstanding commitments thereunder (the “Refinancing”), (ii) pay related Transaction Expenses, (iii) fund cash on the Closing Date Borrower’s and its Subsidiaries’ balance sheet and (iv) for working capital and other general corporate purposes (including to fund OID or upfront fees in connection with the TransactionsTransaction, capital expenditures, Permitted Acquisitions and other permitted Investments, Restricted Payments, refinancing of indebtedness and any other transaction not prohibited by this Agreement). The applicable Letters of Credit, Swing Line Loans and proceeds of Borrowings under the Revolving Credit Facility will be used by the Borrower and its Subsidiaries for working capital and other general corporate purposes (including to fund OID or upfront fees in connection with the Transaction, capital expenditures, Permitted Acquisitions and other permitted Investments, Restricted Payments, refinancing of indebtedness and any other transaction not prohibited by this Agreement). The 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. The Borrower has requested that (a) the Lenders extend credit to the Borrower in the form of a Revolving Credit Facility in an initial aggregate principal committed amount of $2,555.0 million 200,000,000 pursuant to this Agreement. The Revolving Credit Facility will include (i) a sub-limit for the making of Closing Date USD Term Loans, €507.0 million of Closing Date Euro Term one or more Swing Line Loans and $500.0 million of Revolving Commitments on the Closing Date as first lien secured credit facilities and (b) from time to time on and after (ii) a separate sub-limit for the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue issuance of one or more Letters of Credit for the account of the Borrower, each from time to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”)time. The proceeds of the Closing Date Term Loans and initial borrowing under the Revolving Credit Facility on the Closing Date Revolving Borrowings, together with the proceeds of the Second Lien Initial Term Loans and cash on handDate, will be used (A) to refinance all Indebtedness and other amounts outstanding under the Existing Credit Agreement (including to cash collateralize letters of credit thereunder, or the issuance of backstop letters of credit with respect thereto) and terminate in full all outstanding commitments, and release all guarantees and security interests thereunder (the “Closing Date Refinancing”), (B) to pay the Transaction Expenses (as defined below), (C) to fund cash on the Borrower’s and its subsidiaries’ balance sheet, (D) to make distributions in respect of the Solo Stove Earnout and (E) for general corporate purposes and to provide working capital for the Borrower and its subsidiaries. The Letters of Credit, Swing Line Loans and the proceeds of Borrowings under the Revolving Credit Facility made after the Closing Date will be used by the Borrower and its Subsidiaries for working capital and other general corporate purposes (including to fund the Transactionscapital expenditures, Permitted Acquisitions and other permitted Investments, Restricted Payments, refinancing of indebtedness and any other transaction not prohibited by this 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. The Borrower has requested that from time to time (a) the Lenders extend credit to the Borrower in the form of $2,555.0 million of Closing Date USD Term Loans, €507.0 million of Closing Date Euro Term Loans and $500.0 million of Revolving Commitments including on the Closing Date as first lien secured credit facilities and (b) from time to time on and after substantially simultaneously with the Closing DateDate Refinancing and upon satisfaction (or waiver) of the conditions precedent set forth in Article IV below), the Revolving Lenders lend make Revolving Loans, the Swing Line Lender to the Borrower make Swing Line Loans and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its SubsidiariesCredit, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, of this Agreement. On the Closing Date, the Borrower will enter into the Second Lien Term Loan Credit Agreement pursuant to which the Term Loan Lenders will extend credit to the Borrower will obtain $600.0 million in initial the form of Initial Dollar Term Loans in an aggregate principal amount of second lien term loans $1,700,000,000. On the Closing Date, the Borrower will repay (or cause to be repaid) all outstanding Indebtedness (the “Second Lien Initial Term LoansExisting Indebtedness”) under, terminate any commitments under, and cause to be released any contractual Liens securing obligations under the Existing Indebtedness Documents (such repayment, termination and release, collectively, the “Closing Date Refinancing”). The proceeds of the Closing Date Term Loans and borrowings hereunder permitted on the Closing Date Revolving BorrowingsDate, together with the proceeds of the Second Lien Initial Term Loans and cash on hand, hand at the Borrower and its Subsidiaries will be used on the Closing Date to fund finance the Transactions, for working capital purposes and to finance transactions not prohibited by 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. Pursuant to the Agreement and Plan of Merger dated June 26, 2007 (including all schedules and exhibits thereto, the “Acquisition Agreement”) among the Borrower, DJRoss, Inc., a Delaware corporation and an indirect Wholly-Owned Subsidiary of the Borrower (“Merger Sub”), and A▇▇▇▇▇ Corporation, a Delaware corporation (the “Acquired Business”), Merger Sub will merge with and into the Acquired Business (the “Acquisition”), with the Acquired Business surviving such merger as an indirect Wholly-Owned Subsidiary of the Borrower. The proceeds of the borrowings hereunder will be used to fund the Transaction and provide ongoing working capital and for other general corporate purposes of the Borrower and its Subsidiaries. The Borrower has requested that (ai) the Revolving Credit Lenders extend credit to the Borrower provide Revolving Credit Commitments of $400,000,000 in the form aggregate to be available for Revolving Credit Loans; (ii) the Term A Lenders make Term A Loans in the amount of $2,555.0 million of Closing Date USD Term Loans, €507.0 million of Closing Date Euro Term Loans and $500.0 million of Revolving Commitments 750,000,000 on the Closing Date as first lien secured credit facilities and Date; (biii) from time to time the Term B Lenders make Term B Loans in the amount of $1,350,000,000 on and after the Closing Date, ; and (iv) the Lenders lend to the Borrower and the Issuing Banks L/C Issuer issue Letters letters of Credit credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”). The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Second Lien Initial Term Loans and cash on hand, will be used on the Closing Date to fund the Transactions. 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 the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower has Borrowers have requested that (a) the Lenders extend credit to the Borrower Borrowers in the form of (i) $2,555.0 790.0 million of Closing Date USD Term Loans, €507.0 million of Loans on the Closing Date Euro Term Loans and (ii) $500.0 165.0 million of Revolving Commitments on the Closing Date Date, in each case, as first lien secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower Borrowers and the Issuing Banks issue Letters of Credit for the account of the BorrowerBorrowers, each to provide working capital for, and for other general corporate purposes of, the Borrower Borrowers and its their Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”). The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Second Lien Initial Term Loans and cash on hand, will be used on the Closing Date to consummate the Closing Date Refinancing, to pay the Transaction Expenses and to provide cash to the balance sheet to finance any working capital needs of the Borrowers and their Restricted Subsidiaries. The proceeds of the Closing Date Revolving Borrowings will be used, among other things, to fund OID or upfront fees required to be funded under the Transactions“market flex” provisions of the Fee Letter. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks have indicated their willingness to issue 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 Borrower currently (i) operates twelve (12) Frac Fleets, including three (3) Electric Frac Fleets and nine (9) Diesel Frac Fleets, and (ii) has two (2) Electric Frac Fleets scheduled for delivery as of the date hereof on or before May 2019 and January 2020, respectively (collectively, the “Initial Frac Fleets”). Prior to execution of this Agreement, the Borrower launched a competitive process to seek financing proposals from various financial institutions to finance the Loan Parties’ operations and capital expenditure requirements. Following review of the proposals received, the Borrower has requested that (a) the Lenders extend credit to the Borrower in the form of $2,555.0 million of Closing Date USD Term Loans, €507.0 million of Closing Date Euro Term Loans and $500.0 million of Revolving Commitments on the Closing Date as first lien secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, make term loans pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million (i) a Term Loan A Facility in initial an aggregate principal amount of second lien term loans $150,000,000 and (the “Second Lien Initial ii) a Term Loans”)Loan B Facility in an aggregate principal amount of $100,000,000. The proceeds of the Closing Date Term Loans Facilities shall be used (i) to repay and/or refinance all Existing Debt (other than Permitted Existing Debt) of the Loan Parties, (ii) fund the Initial Growth Capex Reserve Account, (iii) pay accrued expenses and accounts payable and (iv) pay transaction fees and expenses incurred in connection with each of the Facilities and the Closing Date Revolving Borrowings, together with ABL Facility. The Borrower and the proceeds Loan Parties have agreed to secure all of the Second Lien Initial Obligations of the Loan Parties under the Loan Documents by granting to the Term Loans and cash on handLoan Collateral Agent, will be used for the benefit of the Secured Parties, (i) first priority Liens on the Closing Date to fund Term Loan Priority Collateral (as hereafter defined) and (ii) second priority Liens on the TransactionsABL Priority Collateral (as hereafter defined). The applicable Lenders have indicated their willingness to lendagree to make available the Facilities, and the applicable Issuing Banks have indicated their willingness subject 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:this Agreement.

PRELIMINARY STATEMENTS. A revolving credit and term loan facility exists in favor of the Borrower pursuant to the terms of that Amended and Restated Credit Agreement, dated as of April 27, 2007, among the Borrower, Holdings, the lenders from time to time party thereto and Bank of America, as administrative agent, revolving L/C issuer and synthetic L/C Issuer and swingline lender (the “Existing Credit Agreement”). The parties to the Restatement Agreement wish to amend and restate the Existing Credit Agreement in the form of this Agreement and the Borrower has requested that (a) the Lenders extend credit to the Borrower in the form of (i) Term B Loans in an initial aggregate principal amount of $2,555.0 million of Closing Date USD Term Loans, €507.0 million of Closing Date Euro Term Loans and $500.0 million of Revolving Commitments on the Closing Date as first lien secured credit facilities 1,025,000,000 and (bii) a Revolving Credit Facility in an initial aggregate principal amount of $300,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time on and one or more Swing Line Loans from time to time. The proceeds of the Term B Loans will be used to finance a portion of the Transaction and to pay the Transaction Expenses and for working capital and other general business purposes of the Borrower and its Subsidiaries. The proceeds of the Revolving Credit Loans made after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit Date will be used for the account of the Borrower, each to provide working capital for, and for other general corporate business purposes of, of the Borrower and its Subsidiaries, pursuant to including the Revolving Commitments hereunder financing of Capital Expenditures, Permitted Acquisitions and pursuant to the terms of, and subject to the conditions set forth in, this Agreementother Investments permitted by Section 7.02. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”). The proceeds of the Closing Date Term Swing Line Loans and the Closing Date Revolving Borrowings, together with the proceeds Letters of the Second Lien Initial Term Loans and cash on hand, Credit will be used on for general business purposes of the Closing Date Borrower and its Subsidiaries. This Agreement is given in replacement of and substitution for the Existing Credit Agreement and to fund refinance the TransactionsExisting Credit 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. The Borrower has requested that (ai) the Lenders extend credit to the Borrower in the form of $2,555.0 million of Closing Date USD Term Loans, €507.0 million of Closing Date Euro Term Loans and $500.0 million of Revolving Commitments on the Closing Date as first lien secured credit facilities and (b) from time to time on and after the Closing Date, the Term B Lenders lend to the Borrower Term B Loans in an initial principal amount of $1.06 billion in order to finance the Closing Date Transactions and to finance costs and expenses incurred in connection therewith and (ii) from time to time, the Revolving Credit Lenders make Revolving Credit Loans and Swing Line Loans to the Borrower and the Issuing Banks L/C Issuers issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to Subsidiaries Letters of Credit. The Borrower has requested that on the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the ETM Acquisition Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant Initial Term B-1 Lenders lend to which the Borrower will obtain $600.0 million the Initial Term B-1 Loans in an initial aggregate principal amount of second lien term loans (up to $500 million in order to finance the “Second Lien ETM Acquisition Closing Date Transactions and to finance costs and expenses incurred in connection therewith. At the Amendment No. 2 Effective Time, following the funding of the Initial Term B-1 Loans”). The proceeds , the Borrower has requested that all Term B Loans be converted to Additional Term B-1 Loans or be prepaid from cash on hand of the Closing Date Term Loans and the Closing Date Revolving BorrowingsBorrower and, together with if applicable, the proceeds of the Second Lien Initial newly funded Additional Term Loans and cash on hand, will be used on the Closing Date to fund the TransactionsB-1 Loans. 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. The Borrower has requested that (a) the Lenders extend credit to the Borrower in the form of $2,555.0 million of Closing Date USD Term Loans, €507.0 million of Closing Date Euro Term Loans and $500.0 million of Revolving Commitments on the Closing Date as first lien secured credit facilities and (b) from time to time on and after the Closing Datetime, the Lenders lend to the Borrower and the Issuing Banks L/C Issuers issue Letters of Credit for the account of the Borrower, each Borrower and its Restricted Subsidiaries under a $250,000,000 Revolving Credit Facility. The proceeds of the Revolving Credit Loans made on the Closing Date will be used to provide (i) consummate the Refinancing and (ii) pay Transaction Expenses (including upfront fees and/or original issue discount). The proceeds of the Revolving Credit Loans made after the Closing Date will be used (i) to finance the ongoing working capital for, and for other general corporate purposes of, requirements of the Borrower and its Subsidiaries, (ii) for general corporate purposes of the Borrower and its Subsidiaries, including capital expenditures, Restricted Payments, Permitted Acquisitions and any other Investments permitted hereunder and (iii) for any other purpose not prohibited by the Loan Documents. The Loan Parties have agreed pursuant to the Revolving Commitments Guaranty and Security Agreement to secure all of the Secured Obligations by granting to the Administrative Agent, for the benefit of the Secured Parties, first priority Liens (subject to certain Liens permitted by this Agreement) on substantially all of their assets, including a pledge of all of the Equity Interests of each of their respective Domestic Subsidiaries and 65% of the voting Equity Interests and 100% of the non-voting Equity Interests (if any) of each of their respective first-tier Foreign Subsidiaries, subject in each case to certain exceptions. Holdings and the Subsidiary Guarantors have agreed to guarantee the Secured Obligations of the Borrower hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”). The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Second Lien Initial Term Loans and cash on hand, will be used on the Closing Date to fund the TransactionsGuaranty. The applicable Lenders have indicated their willingness to lend, lend and each of the applicable Issuing Banks have L/C Issuers 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:

PRELIMINARY STATEMENTS. Pursuant to the Merger Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Solar Capital Corp. shall be merged with SunGard, with SunGard as the surviving corporation (the “Merger”). The Borrower Company has requested that (a) simultaneously with the consummation of the Merger, the Lenders extend credit to the Borrower Company and the Overseas Borrowers in the form of $2,555.0 million of Closing Date USD Term Loans, €507.0 million of Closing Date Euro (i) Term Loans and in an initial aggregate Dollar Amount of $500.0 million of Revolving Commitments on the Closing Date as first lien secured credit facilities 4,000,000,000 and (bii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $1,000,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”)time. The proceeds of the Closing Date Term Loans and the Revolving Credit Loans made on the Closing Date Revolving BorrowingsDate, together with the proceeds of (i) the Second Lien Initial Term Loans issuance of the New Notes, (ii) the funding of the Receivables Facility on the Closing Date and cash on hand(iii) the Equity Contribution, will be used on to finance the Debt Prepayment and the repayment of certain other existing Indebtedness of the Company and its Subsidiaries and pay the Merger Consideration and the Transaction Expenses. The proceeds of Revolving Credit Loans made after the Closing Date to fund will be used for working capital and other general corporate purposes of the TransactionsCompany and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Company and its 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. The Borrower has requested that (a) the Lenders extend credit to the Borrower in the form of $2,555.0 million of Closing Date USD (a) Term Loans, €507.0 million of Closing Date Euro Term B Loans and $500.0 million of Revolving Commitments on the Closing Date as first lien secured credit facilities in an aggregate principal amount of $400,000,000 and (b) Revolving Credit Loans, Swing Line Loans and Letters of Credit at any time and from time to time from and after the Closing Date in an aggregate principal amount at any time outstanding not to exceed $50,000,000. The proceeds of the Term B Loans borrowed on the Closing Date shall be used by the Borrower to (i) pay the Transaction Expenses, (ii) effect the Refinancing and (iii) pay, on or after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters one or more dividends, distributions, redemptions or other payments in respect of Credit for the account Equity Interests of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiariesdirect and indirect parent companies, pursuant to Section 7.06(c) hereof. Letters of Credit may be issued under the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”). The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Second Lien Initial Term Loans and cash on hand, will be used Facility on the Closing Date to fund replace or provide credit support for existing letters of credit (including by deeming existing letters of credit to be Letters of Credit issued under this Agreement) and for general corporate purposes. The proceeds of Revolving Credit Loans made after the TransactionsClosing Date will be used for working capital, general corporate purposes of the Borrower and its Restricted Subsidiaries, including the financing of Permitted Acquisitions, and for any other purpose not prohibited by this Agreement. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Restricted 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. The Borrower has requested that from time to time (a) the Lenders extend credit to the Borrower in the form of $2,555.0 million of Closing Date USD Term Loans, €507.0 million of Closing Date Euro Term Loans and $500.0 million of Revolving Commitments including on the Closing Date as first lien secured credit facilities and (b) from time to time on and after substantially simultaneously with the Closing DateDate Refinancing and upon satisfaction (or waiver) of the conditions precedent set forth in Article IV below), the Revolving Lenders lend make Revolving Loans, the Swing Line Lender to the Borrower make Swing Line Loans and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its SubsidiariesCredit, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, of this Agreement. On the Closing Date, the Borrower will enter into the Second Lien Term Loan Credit Agreement pursuant to which the Term Loan Lenders will extend credit to the Borrower will obtain $600.0 million in initial the form of Initial Dollar Term Loans in an aggregate principal amount of second lien term loans $1,700,000,000. On the Closing Date, the Borrower will repay (or cause to be repaid) all outstanding Indebtedness (the “Second Lien Initial Term LoansExisting Indebtedness”) under, terminate any commitments under, and cause to be released any contractual Liens securing obligations under the Existing Indebtedness Documents (such repayment, termination and release, collectively, the “Closing Date Refinancing”). The proceeds of the Closing Date Term Loans and borrowings hereunder permitted on the Closing Date Revolving BorrowingsDate, together with the proceeds of the Second Lien Initial Term Loans and cash on hand, hand at the Borrower and its Subsidiaries will be used on the Closing Date to fund finance the Transactions, for working capital purposes and to finance transactions not prohibited by 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:: |US-DOCS\134569911.8148772134.4||

PRELIMINARY STATEMENTS. The TheOn the Closing Date, the Borrower has requested that (a) the Lenders extend credit to the Borrower in the form of $2,555.0 million 730,000,000 of Closing Date USD Term Loans, €507.0 million of Closing Date Euro Term Loans and $500.0 million 250,000,000 of Revolving Commitments on the Closing Date as first lien secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”). The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Second Lien Initial Term Loans and cash on hand, will be bewere used on the Closing Date (i) to fund repay Indebtedness incurred under the TransactionsExisting Credit Agreement, (ii) to pay the Transaction Expenses and (iii) amounts required for working capital. 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 Borrower has requested that the Lenders (a) amend and restate that certain Credit Agreement, dated as of December 15, 2022 (the Lenders “Original Credit Agreement”), among the Borrower, the Administrative Agent and the lenders time to time party thereto, and (b) extend credit to the Borrower in the form of $2,555.0 520.0 million of Closing Amendment and Restatement Date USD Term Loans, €507.0 million of Closing Date Euro Term Loans and $500.0 million of Revolving Commitments on the Closing Amendment and Restatement Date as first lien a secured credit facilities facility to (i) fund the Amendment and Restatement Date Refinancing, and (bii) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, in this Agreement. On All of the Closing Date, Obligations under the Loan Documents and the Super-Priority Revolving Loan Documents (as herein defined) shall continue to be secured by a first priority perfected Lien upon its Collateral. Each Guarantor (as herein defined) continues to guaranty all of the Obligations of the Borrower will enter into to the Second Lenders under the Loan Documents, and has granted to the Collateral Agent, for the benefit of the Collateral Agent and the Lenders and the Super-Priority Revolving Lenders, a first priority Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”)upon its Collateral. The proceeds of the Closing Amendment and Restatement Date Term Loans and the Closing Date Revolving BorrowingsLoans, together with the proceeds of the Second Lien Initial Term Loans and cash on hand, will be used on the Closing Date Amendment and Restatement Date, (i) to fund the TransactionsAmendment and Restatement Date Refinancing, (ii) to pay the Transaction Expenses, and (iii) to fund amounts required for working capital. 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. A revolving credit and term loan facility exists in favor of the Borrower pursuant to the terms of that Amended and Restated Credit Agreement, dated as of April 27, 2007, among the Borrower, Holdings, the lenders from time to time party thereto and Bank of America, as administrative agent, revolving L/C issuer and synthetic L/C Issuer and swingline lender (the “Existing Credit Agreement”). The parties to the Restatement Agreement wish to amend and restate the Existing Credit Agreement in the form of this Agreement and the Borrower has requested that (a) the Lenders extend credit to the Borrower in the form of (i) Term B-1 Loans in an initial aggregate principal amount of $2,555.0 million of Closing Date USD Term Loans, €507.0 million of Closing Date Euro Term Loans and $500.0 million of Revolving Commitments on the Closing Date as first lien secured credit facilities 1,025,000,000 and (bii) a Revolving Credit Facility in an initial aggregate principal amount of $300,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time on and one or more Swing Line Loans from time to time. The proceeds of the Term B-1 Loans will be used to finance a portion of the Transaction and to pay the Transaction Expenses and for working capital and other general business purposes of the Borrower and its Subsidiaries. The proceeds of the Revolving Credit Loans made after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit Date will be used for the account of the Borrower, each to provide working capital for, and for other general corporate business purposes of, of the Borrower and its Subsidiaries, pursuant to including the Revolving Commitments hereunder financing of Capital Expenditures, Permitted Acquisitions and pursuant to the terms of, and subject to the conditions set forth in, this Agreementother Investments permitted by Section 7.02. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”). The proceeds of the Closing Date Term Swing Line Loans and the Closing Date Revolving Borrowings, together with the proceeds Letters of the Second Lien Initial Term Loans and cash on hand, Credit will be used on for general business purposes of the Closing Date Borrower and its Subsidiaries. This Agreement is given in replacement of and substitution for the Existing Credit Agreement and to fund refinance the TransactionsExisting Credit 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. The Borrower has requested that intends to acquire (the “Closing Date Acquisition”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder. In connection therewith, the Borrower intends to enter into the Credit Agreement, in which (a) substantially simultaneously with the Lenders consummation of the Offer, the lenders thereunder shall extend credit to the Borrower in the form of $2,555.0 400.0 million of Closing Date USD Term Loans, €507.0 term loans and $150.0 million of Closing Date Euro Term Loans and $500.0 million of Revolving Commitments revolving commitments on the Closing Date as first lien secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lenders thereunder shall lend to the Borrower and certain issuing banks shall issue certain letters of credit pursuant to the Issuing Banks issue Letters of Credit Agreement for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder revolving commitments under the Credit Agreement and pursuant to the terms of, and subject to the conditions set forth in, this the Credit Agreement. On the Closing Datedate hereof, the Borrower will intends to enter into the Second Lien Credit this Agreement pursuant to which the Lenders have agreed to make the Bridge Loans to the Borrower will obtain $600.0 million on the Closing Date in initial an aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”)up to €240.0 million. The proceeds of the Closing Date Term Loans such term loans and the Closing Date Revolving Borrowingsrevolving commitments, together with the proceeds of the Second Lien Initial Term Loans Bridge Loans, the Equity Contribution and cash on hand, will be used on the Closing Date Date, (i) to fund the TransactionsClosing Date Refinancing and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capital. 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. Pursuant to the Purchase Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.1 below), Mattress Firm, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Borrower, will acquire one hundred percent (100%) of the issued and outstanding shares of capital stock of The Sleep Train, Inc., a California corporation (the “Acquisition”). The Borrower has requested that that, substantially simultaneously with the consummation of the Acquisition, (ai) the Lenders extend credit to the Borrower in the form of $2,555.0 million of Closing Date USD Term Loans, €507.0 million of Closing Date Euro Term Loans and $500.0 million of Revolving Credit Commitments on the Closing Effective Date as first lien secured credit facilities in an initial aggregate principal amount of $125,000,000 pursuant to this Agreement, and (bii) from time to time on and after the Closing Date, the Lenders lend certain other lenders extend credit to the Borrower in the form of a Term Facility in an initial aggregate principal amount of $720,000,000 pursuant to the Term Facility Credit Agreement. On the Effective Date, borrowings under the Term Facility and the Issuing Banks issue Letters Revolving Credit Commitments will be used to (i) finance the repayment of all amounts outstanding under the Existing Credit Agreement (collectively, the “Refinancing”), (ii) consummate the Acquisition (including to repay certain debt of The Sleep Train, Inc. and its subsidiaries) and (iii) pay the Transaction Expenses. The proceeds of Revolving Loans made after the Effective Date will be used for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, of the Borrower and its Subsidiaries, pursuant to including the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreementfinancing of Permitted Acquisitions. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”). The proceeds of the Closing Date Term Swing Loans and the Closing Date Revolving Borrowings, together with the proceeds Letters of the Second Lien Initial Term Loans and cash on hand, Credit will be used on for general corporate purposes of the Closing Date to fund the TransactionsBorrower and its Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks 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. Pursuant to the Agreement and Plan of Merger dated July 10, 2008 (including all schedules and exhibits thereto, the “Merger Agreement”) among the Borrower, Ashland Sub One Inc., a Delaware corporation and wholly-owned Subsidiary of the Borrower (the “Merger Sub”), and Hercules Incorporated, a Delaware corporation (the “Acquired Business”), Merger Sub will merge with and into the Acquired Business (the “Merger”), with the Acquired Business surviving such merger as a wholly-owned Subsidiary of the Borrower. The Borrower has requested that (a) immediately upon the consummation of the Merger, the Term Lenders extend credit lend to the Borrower up to $1,250,000,000 to pay to the holders of the Acquired Business Stock (as hereinafter defined) the cash consideration for their shares in the form Merger, to pay transaction fees and expenses, to consummate the Refinancing, to provide ongoing working capital and for other general corporate purposes of $2,555.0 million of Closing Date USD Term Loans, €507.0 million of Closing Date Euro Term Loans the Borrower and $500.0 million of Revolving Commitments on the Closing Date as first lien secured credit facilities its Subsidiaries and (b) from time to time on and after the Closing Datetime, the Revolving Credit Lenders lend make revolving credit loans to the Borrower and the Issuing Banks L/C Issuers issue Letters letters of Credit credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to . In furtherance of the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Closing Dateforegoing, the Borrower will enter into has requested that the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien Lenders provide a term loans (the “Second Lien Initial Term Loans”). The proceeds of the Closing Date Term Loans A loan facility, a term B loan facility and a revolving credit facility, and the Closing Date Revolving Borrowings, together with the proceeds of the Second Lien Initial Term Loans and cash on hand, will be used on the Closing Date to fund the Transactions. The applicable Lenders have indicated their willingness to lend, lend and the applicable Issuing Banks L/C Issuers have 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. Pursuant to the Acquisition Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), the Borrower, a wholly owned direct subsidiary of Holdings, will directly or indirectly acquire all of the Equity Interests in AGS Hold Co., a Delaware corporation (the “Company”) (the “Acquisition”). The Borrower has requested that (ai) substantially simultaneously with the consummation of the Acquisition and the satisfaction of the conditions precedent set forth in Article IV below, the Lenders extend credit to the Borrower in the form of $2,555.0 million 1,800,000,000 of Closing Date USD Term Loans, €507.0 million of Closing Date Euro Initial Term Loans and $500.0 million 200,000,000 of Revolving Commitments on the Closing Date as a first lien secured credit facilities and facility, (bii) from time to time on and after the Closing Datetime, the Lenders lend to the Borrower and the Issuing Banks Bank issue Letters of Credit for the account of the BorrowerBorrower and the Swingline Lender to make Swingline Loans, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Restricted Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this AgreementAgreement and (iii) from time to time within four months following the Closing Date, the Lenders extend credit to the Borrower in the form of up to $60,000,000 of Delayed Draw Term Loans for acquisitions, earn-out payments and repayment of Revolving Loans borrowed to finance acquisitions or earn-out payments. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million shall borrow the Second Lien Term Loan in initial aggregate principal the amount of $760,000,000 as a second lien term loans (the “Second Lien Initial Term Loans”)secured credit facility. The proceeds of the Closing Date Initial Term Loans and the Closing Date Initial Revolving Borrowings, together with the proceeds of the Second Lien Initial Term Loans and cash on handthe Equity Contribution, will be used on the Closing Date (i) to fund repay Indebtedness incurred under the Existing Credit Agreements, and (ii) (A) to pay any original issue discount or upfront fees resulting from the exercise of “market flex” pursuant to the Fee Letter in connection with the Transactions, (B) to pay the Acquisition Consideration, (C) to pay the Transaction Expenses, (D) to pay amounts required for working capital in an amount not to exceed $15,000,000 and (E) for other purposes in an amount not to exceed $10,000,000. 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. The Borrower has requested that (a) the Lenders extend credit to the Borrower in the form of (i) $2,555.0 30.3 million of Closing Date USD Term Loans, €507.0 B-1 Loans and $179.7 million of Closing Date Euro Term Loans B-2 Loans, (ii) $7.2 million of Delayed Draw Term B-1 Commitments and $500.0 42.8 million of Delayed Draw Term B-2 Commitments and (iii) $20.0 million of Revolving Commitments on the Closing Date as first lien senior secured credit facilities and facilities, (b) from time to time on and after the Closing Date, (i) the Lenders lend Revolving Loans to the Borrower and (ii) the Issuing Banks issue Letters of Credit for the account accounts of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On Agreement and (c) from time to time after the Closing Date, the Lenders lend to the Borrower will enter into the Second Lien Credit Agreement Delayed Draw Term Loans pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (Delayed Draw Term Loan Commitments hereunder and pursuant to the “Second Lien Initial Term Loans”)terms of, and subject to the conditions set forth in, this Agreement. The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the cash on hand and proceeds of the Second Lien Initial Term Loans and cash on handEquity Contribution, will be used on the Closing Date to fund the Transactions. The applicable Lenders have indicated their willingness to lendmake Loans, 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 Borrower has Borrowers have requested that (a) the Lenders extend credit to the Borrower Borrowers in the form of $2,555.0 million of Closing Date USD Term Loans, €507.0 million of Closing Date Euro (i) Parent Term Loans and in an initial aggregate Dollar Amount of $500.0 million 1,935,000,000, (ii) Dutch Term Loans in an initial aggregate amount of €460,000,000, (iii) Delayed Draw Term Commitments in an initial aggregate Dollar Amount of $400,000,000, (iv) Dollar Revolving Credit Commitments on the Closing Date as first lien secured credit facilities in an initial aggregate Dollar Amount of $200,000,000 and (bv) Multi-Currency Revolving Credit Commitments in an initial aggregate Dollar Amount of $300,000,000. The Dollar Revolving Credit Facility may include one or more Swing Line Loans from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue time. The Multi-Currency Revolving Credit Facility may include one or more Letters of Credit for the account of the Borrower, each from time to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”)time. The proceeds of the Closing Date Parent Term Loans and the Closing Date Revolving BorrowingsDutch Term Loans, together with the proceeds a portion of the Second Lien Initial Term Loans and Parent Borrower’s cash on hand, will be used (x) on or about the Closing Date to fund finance the Transactionsrepayment in full of all amounts due or outstanding under the Original Credit Agreement and the payment of Transaction Expenses and (y) after the Closing Date for working capital and other general business purposes of the Parent Borrower and its Subsidiaries. The proceeds of the Delayed Draw Term Loans made after the Closing Date until the Delayed Draw Term Commitment Expiration Date will be used to finance Permitted Acquisitions and other Investments permitted under Section 7.02 of this Agreement and to redeem, repurchase or otherwise retire any Senior Notes. The proceeds of Revolving Credit Loans will be used for working capital and other general corporate purposes of the Borrowers and their Subsidiaries. The proceeds of Swing Line Loans will be used for working capital and other general corporate purposes of the Parent Borrower and its Subsidiaries. Letters of Credit will be used for general corporate purposes of the Parent Borrower and its 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. The Borrower has requested that (a) the Lenders extend credit to the Borrower in the form of (i) $2,555.0 30.3 million of Closing Date USD Term Loans, €507.0 B-1 Loans and $179.7 million of Closing Date Euro Term Loans B-2 Loans, (ii) $7.2 million of Initial Delayed Draw Term B-1 Loan Commitments and $500.0 42.8 million of Initial Delayed Draw Term B-2 Loan Commitments and (iii) $20.0 million of Revolving Commitments on the Closing Date as first lien senior secured credit facilities and facilities, (b) from time to time on and after the Closing Date, (i) the Lenders lend Revolving Loans to the Borrower and (ii) the Issuing Banks issue Letters of Credit for the account accounts of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On Agreement and (c) from time to time after the Closing Date, the Lenders lend to the Borrower will enter into the Second Lien Credit Agreement Delayed Draw Term Loans pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (Delayed Draw Term Loan Commitments hereunder and pursuant to the “Second Lien Initial Term Loans”)terms of, and subject to the conditions set forth in, this Agreement. The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the cash on hand and proceeds of the Second Lien Initial Term Loans and cash on handEquity Contribution, will be used on the Closing Date to fund the Transactions. The applicable Lenders have indicated their willingness to lendmake Loans, 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. Pursuant to the Purchase Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Acquisition Sub will merge (the “Acquisition”) with and into Cardinal (which owns, directly or indirectly, all of the Equity Interest of the Transferred Entities), with (i) the consideration for the Acquisition being paid, (ii) Cardinal surviving as a wholly owned subsidiary of Holdings and (iii) Cardinal assuming by operation of law all of the Obligations of Acquisition Sub under this Agreement and the other Loan Documents (and all references herein and in the other Loan Documents to the term “Borrower” shall thereupon be deemed to be references to Cardinal). The Borrower has requested that (a) simultaneously with the consummation of the Acquisition, the Lenders extend credit to the Borrower in the form of (i) Dollar Term Loans in an initial aggregate principal Dollar Amount of $2,555.0 million of Closing Date USD Term Loans1,060,000,000, €507.0 million of Closing Date (ii) Euro Term Loans in an aggregate principal Euro Amount of €265,000,000 and (iii) Revolving Credit Commitments in an initial aggregate principal Dollar Amount of $500.0 million 350,000,000 (the “Revolving Credit Facility”). 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 Loans and the Initial Revolving Borrowing (to the extent permitted in accordance with the definition of the term “Permitted Initial Revolving Borrowing Purposes”), together with the proceeds of (i) the issuance of the High Yield Notes and (ii) the Equity Contribution, will be used to finance the Transaction and the Transaction Expenses. The proceeds of Revolving Commitments on Credit Loans made after the Closing Date as first lien secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit will be used for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, of the Borrower and its Subsidiaries, pursuant to including the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreementfinancing of Permitted Acquisitions. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”). The proceeds of the Closing Date Term Swing Line Loans and the Closing Date Revolving Borrowings, together with the proceeds Letters of the Second Lien Initial Term Loans and cash on hand, Credit will be used on for general corporate purposes of the Closing Date to fund the TransactionsBorrower and its Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks have L/C Issuer has indicated their its willingness to issue Letters of Credit, in each case case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. On September 9, 2015 (the “Petition Date”), the Loan Parties (the “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 “Bankruptcy Court”). 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 Borrower has requested that requested, and the Lenders have agreed to make available to the Borrower, (a) on the Lenders extend credit date of entry of the Interim Order (the “Interim Order Date”) or within one Business Day thereafter, a single term loan in order to provide the Borrower in and the form of $2,555.0 million of Closing Date USD Term Loans, €507.0 million of Closing Date Euro Term Loans and $500.0 million of Revolving Commitments on the Closing Date as first lien secured credit facilities other Debtors with additional working capital and (b) from time an additional multi-draw term loan facility in order to time on and after fund (i) the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account continued operation of the BorrowerDebtors’ businesses as debtors and debtors in possession under the Bankruptcy Code, each to provide (ii) additional working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subsidiaries (subject to the conditions limitations set forth inherein) and (iii) certain fees, this Agreement. On costs and expenses associated with the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”). The proceeds consummation of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Second Lien Initial Term Loans and cash on hand, will be used on the Closing Date to fund the Transactions. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks have indicated their willingness to issue Letters of Credittransactions contemplated hereby, in each case on case, upon 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, each of the parties hereto covenant and agree Debtors will provide to the Agent (for the benefit of the Secured Parties) the following (as follows:more fully described herein):

PRELIMINARY STATEMENTS. Pursuant to the Membership Interest Purchase Agreement, dated as of October 28, 2020, among the Borrower, FAH Education, LLC, a Delaware limited liability company (“Seller”), Rasmussen, LLC, a Delaware limited liability company (the “Target,” and the Target, together with all Subsidiaries of the Target, the “Acquired Business”) and ▇▇▇▇▇▇▇▇▇ College, LLC, a Delaware limited liability company (together with all exhibits, schedules and disclosure letters thereto, the “Acquisition Agreement”), the Borrower will acquire all of the outstanding Equity Interests of the Target (the “Acquisition”) on the terms and subject to the conditions set forth in the Acquisition Agreement. The Borrower has requested that (a) the applicable Lenders extend credit to the Borrower in the form of (i) the Initial Term Loans in an initial aggregate principal amount of $2,555.0 million 175,000,000, (ii) the Revolving Loans in an aggregate principal amount of Closing Date USD Term Loans$20,000,000, €507.0 million (iii) Letters of Closing Date Euro Credit in an aggregate amount of $20,000,000 and (iv) Swing Loans in an aggregate principal amount of $5,000,000. The proceeds of the Initial Term Loans and $500.0 million the proceeds of the Revolving Commitments on Loans (subject to, in the Closing Date as first lien secured credit facilities and case of the Revolving Loans, the limitations contained in Section 3.17 hereto) will be used to fund the Transactions (b) from time including to time on and after pay the Transaction Costs). After the Closing Date, the Lenders lend to proceeds of the Borrower Revolving Loans, Swing Loans and the Issuing Banks issue Letters of Credit will be used for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, requirements of the Borrower and its Restricted Subsidiaries, pursuant to including the Revolving Commitments hereunder and pursuant to funding of Permitted Acquisitions, other permitted Investments and/or any other transaction not prohibited by the terms of, and subject to the conditions set forth in, of this Agreement. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”). The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Second Lien Initial Term Loans and cash on hand, will be used on the Closing Date to fund the Transactions. 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 Borrower has requested that (ai) upon the satisfaction of the conditions precedent set forth in Article IV below, the Lenders extend credit to the Borrower in the form of $2,555.0 million 725,000,000 of Closing Date USD Term Loans, €507.0 million of Closing Date Euro Initial Term Loans and $500.0 million 75,000,000 of Revolving Commitments on the Closing Date as a first lien secured credit facilities facility and (bii) from time to time on and after the Closing Datetime, the Lenders lend to the Borrower and the Issuing Banks Bank issue Letters of Credit for the account of the BorrowerBorrower and the Swing Line Lender to make Swing Line Loans, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Restricted Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million shall borrow the Second Lien Term Loan in initial aggregate principal the amount of $270,000,000 as a second lien term loans (the “Second Lien Initial Term Loans”)secured credit facility. The proceeds of the Closing Date Term Loans and the Closing Date Revolving BorrowingsLoans, together with the proceeds of the Second Lien Initial Term Loans and cash on hand, will be used on (i) to repay Indebtedness incurred under the Closing Date Existing Credit Agreements, (ii) to finance the Specified Distribution, (iii) to fund Permitted Acquisitions and other permitted Investments (including the repayment of Indebtedness in connection therewith), and (iv) to pay (x) any original issue discount or upfront fees in connection with the Transactions, (y) the Transaction Expenses and (z) other fees costs and expenses in connection with the foregoing. The applicable Lenders have indicated their willingness to lend, 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. Pursuant to the Merger Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), CMP Merger Co., a direct wholly-owned Subsidiary of the Borrower organized under the laws of Delaware (“Merger Sub”) shall be merged with Target, with Target as the surviving corporation (the “Merger”). The Borrower has requested that (a) simultaneously with the consummation of the Merger, the Lenders extend credit to the Borrower in the form of (i) Term Loans in an initial aggregate amount of $2,555.0 million 700,000,000 and (ii) a Revolving Credit Facility in an initial aggregate amount of Closing Date USD $100,000,000. 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 Loans, €507.0 million and no more than $5,000,000 of proceeds of the Revolving Credit Loans, made on the Closing Date Euro Term Loans Date, together with the proceeds of (i) the issuance of the Senior Subordinated Notes and $500.0 million (ii) the Equity Contribution, will be used to finance the Debt Prepayment and pay the Merger Consideration and the Transaction Expenses. Additional proceeds of Revolving Commitments Credit Loans of not more than $20,000,000 made on the Closing Date as first lien secured credit facilities and (b) from time will be used to time on and fund working capital adjustments, if any, required under the Merger Agreement. The proceeds of Revolving Credit Loans made after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit Date will be used for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, of the Borrower and its Subsidiaries, pursuant to including the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreementfinancing of Permitted Acquisitions. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”). The proceeds of the Closing Date Term Swing Line Loans and the Closing Date Revolving Borrowings, together with the proceeds Letters of the Second Lien Initial Term Loans and cash on hand, Credit will be used on for general corporate purposes of the Closing Date to fund the TransactionsBorrower and its 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. The Borrower has requested that (a) the Term B Lenders extend credit make Term B Loans to the Borrower in the form an aggregate principal amount of $2,555.0 million of Closing Date USD Term Loans2,000,000,000, €507.0 million of Closing Date Euro Term Loans and $500.0 million of Revolving Commitments on the Closing Date as first lien secured credit facilities and (b) from time to time on and after the Closing Datetime, the Revolving Credit Lenders lend to the Borrower and the Issuing Banks L/C Issuer issue Letters of Credit for the account of the BorrowerBorrower and its Restricted Subsidiaries under a $225,000,000 Revolving Credit Facility. The proceeds of the Term B Loans will be used by the Borrower to finance the repayment of all amounts outstanding under the Existing Credit Agreements, each to provide repurchase or redeem all outstanding Senior Notes, to prefund dividends, stock repurchases or for other corporate purposes and pay the Transaction Expenses. The proceeds of the Term B-1 Loans may be used by the Borrower to pay a dividend to Holdings, which may in turn distribute such proceeds to holders of its equity interests, to pay fees and expenses in connection with Amendment No. 1 or for other corporate purposes. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital for, and for other general corporate purposes of, of the Borrower and its Subsidiaries, pursuant to including the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreementfinancing of Permitted Acquisitions. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”). The proceeds of the Closing Date Term Swing Line Loans and the Closing Date Revolving Borrowings, together with the proceeds Letters of the Second Lien Initial Term Loans and cash on hand, Credit will be used on for general corporate purposes of the Closing Date to fund the TransactionsBorrower and its Subsidiaries. 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:

PRELIMINARY STATEMENTS. Pursuant to the Merger Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Sierra Merger Corp., a Delaware corporation and a direct wholly-owned subsidiary of Holdings (“Merger Sub”), will merge (the “Merger”) with and into the Parent Borrower, with (i) subject to dissenters’ rights, the Merger Consideration being paid, and (ii) the Parent Borrower surviving as a wholly-owned subsidiary of Holdings. The Borrower has Borrowers have requested that (a) substantially simultaneously with the consummation of the Merger, the Lenders extend credit to the Borrower Borrowers in the form of a Revolving Credit Facility in an initial aggregate Dollar Amount of $2,555.0 million 335,000,000. The Revolving Credit Facility may include one or more Letters of Closing Date USD Term Loans, €507.0 million of Closing Date Euro Term Loans and $500.0 million of Revolving Commitments on the Closing Date as first lien secured credit facilities and (b) Credit from time to time on and after the Closing Date, the Lenders lend one or more Swing Line Loans from time to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”)time. The proceeds of the Closing Date Term Loans and Initial Revolving Borrowing (to the Closing Date extent permitted in accordance with the definition of the term “Permitted Initial Revolving BorrowingsBorrowing Purposes”), together with (i) a portion of the Borrowers’ cash on hand, (ii) up to $3,800,000,000 of borrowings under the CF Facilities, (iii) the proceeds of the Second Lien Initial Term Loans funding of the Bridge Facility Debt and cash on hand(iv) the proceeds of the Equity Contribution, will be used on to finance the repayment of all amounts outstanding under the Existing Credit Agreement and certain other existing Indebtedness of the Parent Borrower and its Subsidiaries and pay the Merger Consideration and the Transaction Expenses. The proceeds of Revolving Credit Loans made after the Closing Date to fund will be used for working capital and other general corporate purposes of the TransactionsBorrowers and their Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrowers and their 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. The Borrower has requested that (a) the Lenders extend credit to the Borrower in the form of (i) $2,555.0 million 290,000,000 of Closing Date USD Term Loans, €507.0 million of Closing Date Euro Term Loans and (ii) $500.0 million 100,000,000 of Revolving Commitments on the Closing Date as first lien senior secured credit facilities and (b) from time to time on and after the Closing Date, (i) the Lenders lend Revolving Loans to the Borrower and (ii) the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”). The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Second Lien Initial Term Loans and cash on hand, will be used on the Closing Date to fund the TransactionsTransactions and to provide working capital for, and other general corporate purposes of, the Borrower and its Subsidiaries. The applicable Lenders have indicated their willingness to lendmake Loans, 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: