Common use of thereof Clause in Contracts

thereof. Each Additional Revolving Loan Lender and the U.S. Borrower acknowledge and agree that, with respect to the Additional Revolving Loan Commitment provided by such Additional Revolving Loan Lender pursuant to this Agreement, such Additional Revolving Loan Lender shall receive an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable to such Additional Revolving Loan Lender on the effective date of this Agreement. Each Additional Revolving Loan Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The effective date of this Agreement shall be , [insert a date on or prior to the 10th Business Day after the date hereof]. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 of the Credit Agreement. Very truly yours, [NAME OF LENDER] By Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Cap

thereof. Each Additional Revolving of the Incremental Term Loan Lenders, the Borrower, Holdings, the MLP and the Administrative Agent acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as the “Term B-3-C Loans” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental Term Loan Lender and the U.S. Borrower acknowledge and further agree that, with respect to the Additional Revolving Incremental Term Loan Commitment Commitments provided by such Additional Revolving each Incremental Term Loan Lender pursuant to this Agreement, such Additional Revolving each Incremental Term Loan Lender shall receive an upfront fee equal to that amount set forth opposite its name on such fees, if any, as are specified in Annex I attached hereto, which upfront fee fees shall be due and payable to such Additional Revolving each Incremental Term Loan Lender on upon the effective date of this AgreementAgreement Effective Date (as defined below). Each Additional Revolving Incremental Term Loan Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction of the conditions precedent set forth in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The effective date of Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be , [insert a date on or prior liable for all Obligations with respect to the 10th Business Day after the date hereof]. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Incremental Term Loan Commitments set forth in provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be deemed cancelled. After the execution and delivery entitled to the Administrative Agent benefits of a fully executed copy (i) the Guaranty of this Agreement such Credit Party and shall constitute guaranteed Obligations and (including by way of counterparts ii) each Security Document and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 of the Credit Agreement. Very truly yours, [NAME OF LENDER] By Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Capshall constitute Obligations thereunder.

thereof. Each Additional Revolving Loan Lender The provisions of the Security Agreement are effective to perfect the security interest of the Trustee in the Pledged Security Entitlements and assuming that the Trustee, on behalf of the Holders, has obtained the Pledged Security Entitlement to the Pledged Collateral without notice of any "adverse claim" (as defined in Section 8-102 of the NY UCC) in respect of the Pledged Security Entitlements, such a perfected security interest in favor of the Trustee under the Security Agreement in the Issuers' right, title and interest in and to the Pledged Security Entitlements will have priority over any other security interest in the Pledged Security Entitlements under the NY UCC, except as hereafter stated. Such counsel may assume that the Securities Account exists, that each Issuer has sufficient rights therein for the security interest to attach, and that "value" has been given, as defined in Section 1-201(44) of the NY UCC; such counsel need express no opinion as to the nature or extent of each Issuer's rights in, or title to, any of the Pledged Security Entitlements; or as to the nature or extent of the rights of the "securities intermediary" (as defined in the NY UCC) in, or title to, any financial assets underlying the Pledged Security Entitlements; such counsel may state that the perfection of a security interest in "proceeds" (as defined in the NY UCC) of collateral is governed and restricted by Section 9-306 of the NY UCC; such counsel may state that the law of a "securities intermediary's jurisdiction" governs, among other things, the rights and duties of a "securities intermediary" and the U.S. Borrower acknowledge "entitlement holder" arising out of a "security entitlement" and agree that, whether an adverse claim can be asserted against a person who acquired a "security entitlement" from a "securities intermediary" (as each such term is defined in the NY UCC; such counsel may assume that the Securities Intermediary will comply with its obligations under Section 9 of the Security and Control Agreement; such counsel may state that an entitlement holder's property interests with respect to financial assets are subject to Sections 8-503 and 8-511 of the NY UCC(g); such counsel need express no opinion with respect to the Additional Revolving Loan Commitment provided security interest of the Secured Party in any of the following types of property: (i) any option or similar obligation issued by a clearing corporation to its participants, (ii) any commodity contract; such Additional Revolving Loan Lender pursuant counsel's opinion may be limited to this Agreementthe NY UCC and Federal Book Entry Regulations, and such Additional Revolving Loan Lender shall receive an upfront fee equal opinion need not address (I) laws of jurisdictions other than New York and the Federal Book Entry Regulations, (II) collateral of a type not subject to that amount set forth opposite its name on Annex I attached heretothe NY UCC or the Federal Book Entry Regulations, which upfront fee shall be due (III) under NY UCC Section 9-103 or 8-110, what law governs perfection or priority of the security interests granted in the collateral and payable to (IV) what law governs perfection or priority of security interests granted in Federal Security Entitlements; such Additional Revolving Loan Lender on the effective date of this Agreement. Each Additional Revolving Loan Lender party to this Agreement, counsel need express no opinion except to the extent that it is not already the Securities Account constitutes a Lender under "securities account" within the Credit Agreementmeaning of NY UCC Section 8-501(a) and with respect to each security entitlement, (i) confirms may assume that it the underlying security or other financial asset has received been endorsed to the securities intermediary or in blank or has been credited to a copy securities account in the name of the Credit Agreement and securities intermediary; such counsel need express no opinion with respect to the other Credit Documents, together with copies priority of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all security interest of the obligations which by Trustee in the terms Pledged Security Entitlements against any of the Credit Agreement are required following: (I) pursuant to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b9-301(1) of the Credit Agreement certifying as NY UCC, a lien creditor who attached or levied prior to its entitlement the perfection of the security interest of the Trustee, (II) pursuant to Section 9- 301(4) of the NY UCC, a complete exemption from United States withholding taxes lien creditor with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The effective date of this Agreement shall be future advances, [insert a date on or prior to the 10th Business Day after the date hereof]. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxIII) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 9-312(7) of the Credit AgreementNY UCC, another secured creditor to the extent that provision limits the priority afforded future advances, (IV) pursuant to Section 9- 312(6) of the NY UCC, another secured party with a prior perfected security interest in other property of either Issuer to the extent that the Pledged Security Entitlements are proceeds of such other property; such counsel may state that pursuant to Section 9-115 of the NY UCC, the security interest of the Trustee will be subordinate to any security interest now or hereafter granted by the Company in favor of a "securities intermediary" and will be of equal priority with any other secured party who has or obtains control; if and to the extent the securities intermediary is a "clearing corporation" as defined in Section 8- 102(a)(5), such counsel may state that pursuant to Section 8-111 of the NY UCC, any rule adopted by a clearing corporation governing the rights and obligations among the clearing corporation and its participants is effective even if the rule conflicts with the NY UCC and affects the rights of the Trustee. Very truly yoursTo the extent that the opinions expressed in numbered paragraph 13 relate to Federal Security Entitlements, [NAME OF LENDER] By Name: Title: Agreed such opinion may be subject to the following limitations, qualifications and Accepted this day of , : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Capexceptions:

thereof. Each Additional Revolving Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrowers and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the U.S. Borrower acknowledge and Borrowers further agree that, with respect to the Additional Revolving Incremental Term Loan Commitment Commitments provided by such Additional Revolving each Incremental Term Loan Lender pursuant to this Agreement, such Additional Revolving each Incremental Term Loan Lender shall receive an such upfront fee equal to that amount set forth opposite its name on fees, if any, as are specified in Annex I attached hereto, which upfront fee fees shall be due and payable to such Additional Revolving each Incremental Term Loan Lender on upon the effective date of this Agreement. Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Additional Revolving Incremental Term Loan Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The effective Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, [insert a any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date on or prior specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the 10th Business Day after Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the date hereof]Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by signing executing the enclosed copies in the space provided below, and returning one a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Additional Revolving Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 13.12 of the Credit Agreement. Very truly yours, [NAME OF LENDER] By DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President Agreed and Accepted this 17th day of January, 2013: HOST HOTELS & RESORTS, L.P. BWAY HOLDING COMPANY By: Host Hotels & Resorts, Inc., its General Partner /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Title: Vice President BWAY CORPORATION By: /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Title: Vice President DEUTSCHE BANK AG NEW YORK BRANCHTRUST COMPANY AMERICAS, as Administrative Agent By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market CapDirector By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President

thereof. Each Additional Revolving Loan Lender The Incremental Lender, the Borrower and the U.S. Borrower acknowledge Administrative Agent each acknowledges and agree that, with respect to agrees that the Additional Revolving Incremental Term Loan Commitment provided by such Additional Revolving Loan Lender pursuant to this AgreementAgreement shall constitute a “Term Loan” for all purposes of the Credit Agreement and the other applicable Loan Documents. Furthermore, such Additional Revolving each of the parties to this Agreement hereby agrees that (i) the Incremental Term Loan Lender shall receive an upfront fee equal be subject to that amount the terms set forth opposite its name on Annex I attached hereto, which upfront fee (ii) except as otherwise expressly set forth herein, the Incremental Term Loan shall be due and payable to such Additional Revolving Loan Lender on the effective date of this Agreement. Each Additional Revolving same terms and conditions as the Term Loan Lender party to this Agreement, to the extent that it is not already a Lender A-3 under the Credit Agreement, Agreement and (iii) the Incremental Term Loan shall constitute a “Term Loan A-3” for all purposes of the Credit Agreement and the other applicable Loan Documents. The Incremental Lender hereby (i) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iii) appoints and irrevocably authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein and to exercise such powers under the Credit Agreement and the other Credit Documents to perform such duties as are specifically delegated to or required of the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with thereof and such other powers as are reasonably incidental thereto, thereto and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender. In order to effect the Incremental Term Loan as contemplated hereby, and (v) in the case of each such Additional Revolving Loan Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in party hereto acting pursuant to Section 5.04(b2.24(d) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under hereby agrees that the Credit Agreement is hereby amended by amending and the other Credit Documents. The effective date of this Agreement shall be , [insert a date on or prior restating Section 2.9(g) in its entirety to the 10th Business Day after the date hereof]. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 of the Credit Agreement. Very truly yours, [NAME OF LENDER] By Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH, read as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Capfollows:

thereof. Each Additional Revolving Loan Lender Incremental Lender, the Borrower and the U.S. Borrower Administrative Agent acknowledge and agree that the Incremental Commitments provided pursuant to this Agreement shall constitute Incremental Commitments and, upon the Agreement Effective Date (as hereinafter defined), the Incremental Commitment of each Incremental Lender shall become, or in the case of an existing Lender, shall be added to (and thereafter become a part of), the Commitment of such Incremental Lender. Each Incremental Lender, the Borrower and the Administrative Agent further agree that, with respect to the Additional Revolving Loan Incremental Commitment provided by such Additional Revolving Loan each Incremental Lender pursuant to this Agreement, such Additional Revolving Loan Incremental Lender shall receive an from the Borrower such upfront fee equal fees, and/or other fees, if any, as may be separately agreed to that amount set forth opposite its name on Annex I attached heretoin writing with the Borrower and the Administrative Agent, all of which upfront fee fees shall be due and payable to such Additional Revolving Loan Incremental Lender on the effective date terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement. Each Additional Revolving Loan Incremental Lender party to this Agreement, to the extent not already a party to the Revolving Credit Agreement as a Lender thereunder, (i) confirms that it is not already a Lender under the Credit Agreementan Eligible Assignee, (iii) confirms that it has received a copy of the Revolving Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Revolving Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Revolving Credit AgreementAgreement and the other Credit Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Revolving Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Revolving Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (vvi) in the case of each such Additional Revolving Loan Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Certificate Re: Non-Bank Status referred to in Section 5.04(b2.19(d)(ii) of the Revolving Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Revolving Credit Agreement and the other Credit Documents. The effective Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Lender, the Administrative Agent, each Issuing Bank, the Swing Line Lender, the Borrower and each Guarantor Subsidiary, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Lender party hereto (i) shall be obligated to make the Revolving Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Revolving Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Commitments provided hereby including, without limitation, all Revolving Loans made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Pledge and Security Agreement, the other Collateral Documents and the Guaranty. Each Guarantor Subsidiary acknowledges and agrees that all Obligations with respect to the Incremental Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided therein and in the Revolving Credit Agreement and (ii) be entitled to the benefits of the Credit Documents as, and to the extent, provided therein and in the Revolving Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ii) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement certifying that the conditions set forth in clause (i) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). [Attached hereto as Annex III [is an opinion] [are opinions] of [insert a date on name or prior names of counsel, including in-house counsel, who will be delivering opinions], counsel to the 10th Business Day after respective Credit Parties, delivered pursuant to clause (iv) of the date hereof]. definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement.] [Attached hereto as Annex IV are true and correct copies of officers’ certificates, board of director resolutions and good standing certificates of the Credit Parties required, and as requested by the Administrative Agent, to be delivered pursuant to clause (v) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement.] You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Loan Incremental Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 10.5 of the Revolving Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Revolving Credit Agreement, the terms of the Revolving Credit Agreement shall control. Very truly yours, [NAME OF EACH INCREMENTAL LENDER] By By: Name: Title: Agreed and Accepted this day of , 201 : HOST HOTELS & RESORTSREV GROUP, L.P. By: Host Hotels & ResortsINC., Inc., its General Partner as Borrower By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCHALLY BANK, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt By: Name: Title: Signature Page to Incremental Commitment Agreement [NAME OF EACH ISSUING BANK], as [an] [the] Issuing Bank By: Name: Title: ALLY BANK, as Swing Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market CapLender By: Name: Title: Signature Page to Incremental Commitment Agreement Each Guarantor Subsidiary acknowledges and agrees to each the foregoing provisions of this Incremental Commitment Agreement and to the incurrence of the Revolving Loans to be made pursuant thereto. [EACH GUARANTOR SUBSIDIARY], as a Guarantor Subsidiary By: Name: Title: Signature Page to Incremental Commitment Agreement Dated as of , 201

thereof. Each Additional Revolving Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrowers and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the U.S. Borrower acknowledge and Borrowers further agree that, with respect to the Additional Revolving Incremental Term Loan Commitment Commitments provided by such Additional Revolving each Incremental Term Loan Lender pursuant to this Agreement, such Additional Revolving each Incremental Term Loan Lender shall receive an such upfront fee equal to that amount set forth opposite its name on fees, if any, as are specified in Annex I attached hereto, which upfront fee fees shall be due and payable to such Additional Revolving each Incremental Term Loan Lender on upon the effective date of this Agreement. Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Additional Revolving Incremental Term Loan Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The effective Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, [insert a any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date on or prior specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the 10th Business Day after Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the date hereof]Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by signing executing the enclosed copies in the space provided below, and returning one a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Additional Revolving Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, [NAME OF LENDER] By DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President Agreed and Accepted this 17th day of January, 2013: HOST HOTELS & RESORTS, L.P. BWAY HOLDING COMPANY By: Host Hotels & Resorts, Inc., its General Partner /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Title: Vice President BWAY CORPORATION By: /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Title: Vice President DEUTSCHE BANK AG NEW YORK BRANCHTRUST COMPANY AMERICAS, as Administrative Agent By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market CapDirector By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT

thereof. Each Additional Revolving Loan Incremental Lender acknowledges and agrees that the U.S. Borrower acknowledge and agree that, with respect to the Additional Revolving Loan Commitment Incremental Commitments provided by such Additional Revolving Loan Lender pursuant to this Agreement, such Additional Revolving Loan Lender shall receive an upfront fee equal to that in the aggregate amount as set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable to such Additional constitute Revolving Loan Lender on Commitments under the effective date Credit Agreement for Revolving Loans increasing the amount of the Revolving Loan Commitments in effect immediately prior to the effectiveness of this Agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement. Each Additional Revolving Loan Incremental Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b) prescribed by the Internal Revenue Service of the Credit Agreement United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The This Agreement, and the Incremental Commitments provided hereunder, shall become effective on the date (the “Agreement Effective Date”) upon which (i) all of the conditions set forth in paragraph 2 of Annex I hereto are satisfied and (ii) the execution and delivery to the Administrative Agent of a counterpart of this Agreement by the Administrative Agent, each Incremental Lender, the Borrower and each Guarantor. Upon such Agreement Effective Date, (x) the Administrative Agent shall provide prompt written notice of the occurrence of the Agreement Effective Date to the Borrower and the Lenders (which shall, as to the occurrence of the Agreement Effective Date, be conclusive and binding on all parties) and (y) each Incremental Lender party hereto shall become a Lender pursuant to the Credit Agreement and, to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Borrower hereby acknowledges and agrees that (i) it shall be , [insert a date on or prior liable for all Obligations with respect to the 10th Business Day after Incremental Commitments provided hereby, including, without limitation, any Loans made pursuant thereto and (ii) all such Obligations shall be secured by the date hereof]Collateral under, and be entitled to the benefits of, the Security Documents. Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Commitment(s) provided hereby and any Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the respective Guaranty in accordance with the terms and provisions thereof and (ii) be secured by the Collateral under and be entitled to the benefits of the Security Documents. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on September 18, 2007. If you do not so accept this Agreement by such time, our Additional Revolving Loan your Incremental Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 13.12 of the Credit Agreement. This Agreement shall be deemed a Credit Document as defined in, and pursuant to, the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, [NAME OF LENDER] By Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCHTRUST COMPANY AMERICAS, Individually and as Administrative Agent By: Name: /s/ M▇▇▇ ▇▇▇ ▇▇▇▇▇ Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market CapDirector By: /s/ S▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director SIGNATURE PAGE TO THE INCREMENTAL COMMITMENT AGREEMENT DATED AS OF SEPTEMBER 18, 2007, AMONG AMERISTAR CASINOS, INC., THE LENDERS PARTY HERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT NAME OF INSTITUTION: DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ J.▇. ▇▇▇ Title: Managing Director NAME OF INSTITUTION: WACHOVIA BANK, National Association By: /s/ G. L▇▇ ▇▇▇▇▇▇, ▇▇. Title: Vice President NAME OF INSTITUTION: US BANK NATIONAL ASSOCIATION By: /s/ J▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President NAME OF INSTITUTION: BANK OF SCOTLAND PLC, New York Branch By: /s/ J▇▇▇▇▇ ▇▇▇▇▇▇ Title: First Vice President NAME OF INSTITUTION: FIRST BANK By: /s/ E▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Assistant Vice President NAME OF INSTITUTION: NATIXIS (formerly known as NATEXIS BANQUES POPULAIRES) By: /s/ P▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director By: /s/ M▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Title: Senior Managing Director NAME OF INSTITUTION: BNP PARIBAS By: /s/ J▇▇▇▇▇ S. ▇. ▇▇ Title: Managing Director By: /s/ C▇▇▇▇▇▇ ▇. ▇▇▇ Title: Vice President NAME OF INSTITUTION: R▇▇▇▇▇▇ J▇▇▇▇ BANK, FSB By: /s/ A▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President NAME OF INSTITUTION: SOVEREIGN BANK By: /s/ C▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Title: Senior Vice President NAME OF INSTITUTION: COMMERZBANK AG, New York and Grand Cayman Branches By: /s/ Christian Jagenberg Title: SVP and Manager By: /s/ W▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: SVP NAME OF INSTITUTION: W▇▇▇▇ FARGO BANK, N.A. By: /s/ J▇▇▇▇ ▇▇▇▇ Title: Vice President NAME OF INSTITUTION: BANK OF AMERICA, N.A. By: /s/ B▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President NAME OF INSTITUTION: CAPITAL ONE, N.A. By: /s/ J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President Agreed and Accepted this 18th day of September, 2007: AMERISTAR CASINOS, INC. By: /s/ P▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President and General Counsel Each Guarantor acknowledges and agrees to the foregoing provisions of this Incremental Commitment Agreement, specifically including the acknowledgments and agreements made by it pursuant to the eighth paragraph of the Agreement. AMERISTAR CASINO VICKSBURG, INC., AMERISTAR CASINO COUNCIL BLUFFS, INC., CACTUS PETE’S, INC., A.C. FOOD SERVICES, INC., AMERISTAR CASINO ST. LOUIS, INC., AMERISTAR CASINO KANSAS CITY, INC., AMERISTAR CASINO ST. C▇▇▇▇▇▇, INC., AMERISTAR CASINO LAS VEGAS, INC. AMERISTAR CASINO BLACK HAWK, INC. RICHMOND STREET DEVELOPMENT, INC., AMERISTAR EAST CHICAGO HOLDINGS, LLC each as a Guarantor By: /s/ P▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President ANNEX I TO INCREMENTAL COMMITMENT AGREEMENT DATED SEPTEMBER 18, 2007

thereof. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Credit Agreement. Each Additional Revolving Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrower and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the U.S. Borrower acknowledge and further agree that, with respect to the Additional Revolving Incremental Term Loan Commitment Commitments provided by such Additional Revolving each Incremental Term Loan Lender pursuant to this Agreement, such Additional Revolving each Incremental Term Loan Lender shall receive an such upfront fee equal to that amount set forth opposite its name on fees, if any, as are specified [in Annex I attached hereto, which upfront fee fees shall be due and payable to such Additional Revolving each Incremental Term Loan Lender on upon the effective date of this AgreementAgreement Effective Date (as defined below) or as otherwise specified in said Annex I]. Each Additional Revolving Incremental Term Loan Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The effective Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrower, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 11 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, [insert a any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date on or prior specified in Annex I attached hereto. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the 10th Business Day after Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the date hereof]benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder. You may accept this Agreement by signing executing the enclosed copies in the space provided below, and returning one a copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 13.12 of the Credit Agreement. * * * THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, [NAME NAMES OF LENDERLENDERS] By By: Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner OCI BEAUMONT LLC By: Name: Title: DEUTSCHE Acknowledged and agreed this day of , : [GUARANTORS] By: Name: Title: BANK AG NEW YORK BRANCHOF AMERICA, N.A., as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market CapANNEX I TO EXHIBIT I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT

thereof. Each Additional Revolving Loan Lender and On the U.S. Borrower acknowledge and agree that, with respect to the Additional Revolving Loan Commitment provided by such Additional Revolving Loan Lender pursuant to this Agreement, such Additional Revolving Loan Lender shall receive an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable to such Additional Revolving Loan Lender on the effective date of this Agreement. Each Additional Revolving Loan Lender party to this Agreement, to the extent that it is not already a Lender under the Credit AgreementAmendment Effective Date, (i) confirms that each Purchasing Lender shall pay the amount to be paid by it has received a copy of pursuant to paragraph (a) above by wire transfer to such account in New York City as the Credit Agreement Agent may designate in Federal funds not later than 12:00 (noon), New York City time, and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that the Agent shall pay each Assigning Lender, solely from the amounts received by it willpursuant to clause (i) above or the next sentence, independently and without reliance upon the amounts to be received by such Assigning Lender pursuant to paragraph (a) above by wire transfer of Federal funds not later than 3:00 p.m., New York City time to the account of such Assigning Lender designated on the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated Questionnaire submitted to the Administrative Agent and the Collateral Agentby such Assigning Lender or, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each any Departing Lender, to the account of such Additional Revolving Loan Assigning Lender organized designated in writing to the Agent. The Borrowers agree that if any Lender shall default in the payment of any amount due from it under this Section 2, the laws Borrowers shall promptly pay the defaulted amount to the Agent by wire transfer of a jurisdiction outside immediately available funds, together with interest on such amount at the United StatesAlternate Base Rate from the Amendment Effective Date to the date of payment. Upon any such payment by the Borrowers, attaches (i) the applicable forms described in Section 5.04(b) Borrowers shall be subrogated to all rights of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under assigning Lender against the Credit Agreement defaulting Lender and (ii) the other Credit Documents. The effective date of this Agreement Borrowers shall be have the right, [insert a date on or prior at the defaulting Lender's expense, upon notice to the 10th Business Day after the date hereof]. You may accept this Agreement by signing the enclosed copies in the space provided below, defaulting Lender and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement Agent, to require such defaulting Lender to transfer and assign without recourse (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with and subject to the requirements for the modification of Credit Documents pursuant to restrictions contained in Section 14.11 10.04 of the Amended Credit Agreement. Very truly yours) all its interests, [NAME OF LENDER] By Name: Title: Agreed rights and Accepted this day obligations under the Amended Credit Agreement to another financial institution which shall assume such interests, rights and obligations; provided that (A) no such assignment shall conflict with any law, rule or regulation or order of , : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Capany Governmental Authority

thereof. Each Additional Revolving Loan Lender The Incremental Lender, the Borrower and the U.S. Borrower acknowledge Administrative Agent each acknowledges and agree that, with respect to agrees that the Additional Revolving Incremental Term Loan Commitment provided by such Additional Revolving Loan Lender pursuant to this AgreementAgreement shall constitute a “Term Loan” for all purposes of the Credit Agreement and the other applicable Loan Documents. Furthermore, such Additional Revolving each of the parties to this Agreement hereby agrees that (i) the Incremental Term Loan Lender shall receive an upfront fee equal be subject to that amount the terms set forth opposite its name on Annex I attached hereto, which upfront fee (ii) except as otherwise expressly set forth herein, the Incremental Term Loan shall be due and payable to such Additional Revolving Loan Lender on the effective date of this Agreement. Each Additional Revolving same terms and conditions as the Term Loan Lender party to this Agreement, to the extent that it is not already a Lender A-3 under the Credit Agreement, Agreement and (iii) the Incremental Term Loan shall constitute a “Term Loan A-3” for all purposes of the Credit Agreement and the other applicable Loan Documents. The Incremental Lender hereby (i) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iii) appoints and irrevocably authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein and to exercise such powers under the Credit Agreement and the other Credit Documents to perform such duties as are specifically delegated to or required of the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with thereof and such other powers as are reasonably incidental thereto, thereto and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender. In order to effect the Incremental Term Loan as contemplated hereby, and (v) in the case of each such Additional Revolving Loan Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in party hereto acting pursuant to Section 5.04(b2.24(d) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under hereby agrees that the Credit Agreement is hereby amended by amending and the other Credit Documents. The effective date of this Agreement shall be , [insert a date on or prior restating Section 2.9(g) in its entirety to the 10th Business Day after the date hereof]. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 of the Credit Agreement. Very truly yours, [NAME OF LENDER] By Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH, read as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Capfollows:

thereof. Each Additional Revolving This Incremental Loan Lender and Assumption Agreement constitutes the U.S. Borrower acknowledge and agree that, with respect Borrower’s written request to the Additional Revolving Administrative Agent for Incremental Loan Commitments pursuant to Section 2.21(a) of the Credit Agreement (the “Incremental Loan Commitment Request”) and, in connection therewith, the Borrower hereby notifies the Administrative Agent that: (i) the amount of the Incremental Loan Commitments being requested is $20,000,000, (ii) the date on which such Incremental Loan Commitments are requested to be effective is July 23, 2010, and (iii) such Incremental Loan Commitments are commitments to make Other Loans. Each Incremental Lender acknowledges and agrees that the Incremental Loan Commitments provided by such Additional Revolving Loan Lender pursuant to this Incremental Loan Assumption Agreement, such Additional Revolving Loan Lender shall receive an upfront fee equal to that in the aggregate amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable constitute Commitments under the Credit Agreement for Other Loans increasing the amount of the Commitments in effect immediately prior to such Additional Revolving Loan Lender on the effective date effectiveness of this Incremental Loan Assumption Agreement. Each Additional Revolving of the parties to this Incremental Loan Assumption Agreement hereby agrees to the terms and conditions set forth in the second preceding paragraph and on Annex I hereto in respect of each Incremental Loan Commitment and the Other Loans provided pursuant to this Incremental Loan Assumption Agreement. Each Incremental Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, Incremental Loan Assumption Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Incremental Loan Assumption Agreement and to become a an Incremental Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent Agent, the Collateral Agent, any Lender or any other Lender Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iii) appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform perform, in accordance with their terms terms, all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Incremental Lender organized under the laws of (if any) that is a jurisdiction outside the United StatesForeign Lender, attaches the applicable forms described in documentation required under Section 5.04(b2.15(e) of the Credit Agreement. This Incremental Loan Assumption Agreement, and the Incremental Loan Commitments provided hereunder, shall become effective on the date (the “Incremental Loan Closing Date”) upon which all of the conditions set forth in Section 3 of Annex I hereto are satisfied. Upon the Incremental Loan Closing Date, each Incremental Lender party hereto shall automatically become a Lender pursuant to the Credit Agreement certifying and, except as to its entitlement to otherwise expressly provided in Section 2 of Annex I hereto, shall have the rights and obligations of a complete exemption from United States withholding taxes Lender thereunder and under the other Loan Documents. The Administrative Agent shall promptly notify each Lender of the occurrence of the Incremental Loan Closing Date. The Borrower hereby acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Loan Commitments provided pursuant to this Incremental Loan Assumption Agreement, including any Other Loans made pursuant to the Incremental Loan Commitments and (ii) all payments such Obligations shall be secured by the Collateral under, and be entitled to the benefits of, the Security Documents. Each Guarantor hereby acknowledges and agrees that (i) its consent to this Incremental Loan Assumption Agreement is not required, but each Guarantor nevertheless hereby agrees and consents to this Incremental Loan Assumption Agreement and to the documents and agreements referred to herein, (ii) notwithstanding the effectiveness of this Incremental Loan Assumption Agreement, such Guarantor’s Guarantee shall remain in full force and effect without modification thereto, (iii) nothing herein shall in any way limit any of the terms or provisions of any Guarantor’s Guarantee or any other Loan Document executed by any Guarantor (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time), all of which are hereby ratified, confirmed and affirmed in all respects, (iv) all Obligations with respect to the Incremental Loan Commitments provided pursuant to this Incremental Loan Assumption Agreement and any Other Loans made pursuant to the Incremental Loan Commitments shall be (x) fully guaranteed pursuant to the Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and (y) secured by the Collateral under, and be entitled to the benefits of, the Security Documents, (v) no other agreement, instrument, consent or document shall be required to give effect to this paragraph, and (vi) the Borrower, Holdings, the Agents and any Lender may from time to time enter into any further amendments, modifications, terminations and/or waivers of any provisions of the Loan Documents without notice to or consent from any Guarantor (other than, to the extent expressly required under Section 9.08 of the Credit Agreement, Holdings) and without affecting the validity or enforceability of any Guarantor’s Guarantee or Collateral or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s Guarantee or Collateral. This Incremental Loan Assumption Agreement may be executed in any number of counterparts and the other Credit Documents. The effective date by different parties hereto in separate counterparts, each of this Agreement shall be , [insert a date on or prior to the 10th Business Day after the date hereof]. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not which when so accept this Agreement by such time, our Additional Revolving Loan Commitments set forth in this Agreement executed shall be deemed cancelledto be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Incremental Loan Assumption Agreement by telecopier or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Incremental Loan Assumption Agreement. After the execution and delivery to the Administrative Agent of a fully executed copy of this Incremental Loan Assumption Agreement (including by way of counterparts and by fax) by the parties hereto, this Incremental Loan Assumption Agreement may only be changed, modified or varied only by written instrument in accordance with the requirements for the modification of Credit Documents any Loan Document pursuant to Section 14.11 9.08(b) of the Credit Agreement. Neither the Borrower nor Holdings shall assign or delegate any of their respective rights or obligations under this Incremental Loan Assumption Agreement without the prior written consent of each of the other parties hereto (and any attempted assignment or delegation without such consent shall be null and void). This Incremental Loan Assumption Agreement is intended to be solely for the benefit of the parties hereto, and is not intended to confer any benefits upon, or create any rights in favor of, any Person other than the parties hereto. The Borrower may accept this Incremental Loan Assumption Agreement by executing and delivering and returning a copy of this Incremental Loan Assumption Agreement to the Administrative Agent before 8.00 p.m. (New York City time) on July 22, 2010. If the Borrower does not so accept this Incremental Loan Assumption Agreement by such time, the Incremental Loan Commitments set forth in this Incremental Loan Assumption Agreement shall be deemed automatically cancelled. Very truly yours, [NAME OF LENDER] By Name: Title: Agreed and Accepted this day of CREDIT SUISSE AG, : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE BANK AG NEW YORK CAYMAN ISLANDS BRANCH, as Administrative Agent By: Name: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market CapVice President By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Associate SPECIAL SITUATIONS INVESTING GROUP, INC., vas Incremental Lender By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III Authorized Signatory HPS SENIOR LOAN FUND II L.P., as Incremental Lender By: HIGHBRIDGE PRINICIPAL STRATEGIES, LLC, its Investment Manager By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Managing Director HIGHBRIDGE SENIOR LOAN HOLDINGS L.P., as Incremental Lender By: HIGHBRIDGE PRINCIPAL STRATEGIES, LLC, its Investment Manager By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Managing Director AGREED AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN RENTECH ENERGY MIDWEST CORPORATION, as Borrower By: /s/ ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇ Vice President and Treasurer Each Guarantor acknowledges and agrees to the foregoing provisions of the Incremental Loan Assumption Agreement, specifically including the acknowledgments and agreements made by it pursuant to the ninth paragraph of the Incremental Loan Assumption Agreement. RENTECH, INC., as Holdings and as Guarantor RENTECH SILVAGAS LLC, as Guarantor RENTECH DEVELOPMENT CORPORATION, as Guarantor RENTECH SERVICES CORPORATION, as Guarantor SILVAGAS CORPORATION, as Guarantor RENTECH ENERGY TECHNOLOGY CENTER, LLC, as Guarantor By: /s/ ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇ Chief Financial Officer and Executive Vice President

thereof. Each Additional Revolving Loan Lender In addition, Borrower shall immediately notify Agent, the Lenders and the U.S. Institutional Lenders when it receives any notice pursuant to Section 10.3 of the Energy Services Agreement. If a closure of the Steam Host’s plant seems in Agent’s, any Co-Agent’s or Institutional Agent’s judgment to be reasonably likely, then Borrower acknowledge shall promptly formulate a plan to maintain the Qualifying Cogeneration Facility status of the Rova I Facility and the Rova II Facility, which shall be subject to approval by Agent, each Co-Agent and Institutional Agent, and upon receipt of all such approvals necessary in connection therewith Borrower shall diligently implement such plan; provided, however that in the event the EWG Approvals are obtained by the Required EWG Approval Date and are in full force and effect, final (other than in respect of the EWG Determination), are not subject to appeal and are not subject to any challenge or proceeding, then Borrower shall not have to formulate such a plan for the Rova I Facility. No funds shall be distributed pursuant to Section 6.1(c) (xi) hereof from such time as Borrower has given (or should have given) the notice referred to above until Agent, Co-Agents, Institutional Agent and Borrower mutually agree that, with respect as to the Additional Revolving Loan Commitment provided by amounts needed to be expended and reserved to implement such Additional Revolving Loan Lender plan, and funds otherwise available to Borrower under said Section shall be expended and reserved as so agreed upon. Funds available pursuant to this AgreementSections 5.6 and 10.3 of the Energy Services Agreement shall also be available for implementing the aforesaid plan. Borrower shall not notify Steam Host of the EWG Effective Date pursuant to Section 2.4(a) of the Energy Services Agreement without first obtaining the written consent of the Majority Lenders. Provided that the EWG Approvals have been obtained by the Required EWG Approval Date and are in full force and effect, such Additional Revolving Loan Lender shall receive an upfront fee equal are final (other than in respect of the EWG Determination), are not subject to that amount set forth opposite its name on Annex I attached heretoappeal and are not subject to any challenge or proceeding, which upfront fee shall be due and payable to such Additional Revolving Loan Lender on the effective date of this Agreement. Each Additional Revolving Loan Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, then (i) confirms that it has received a copy on or within five days of the Credit Agreement and the other Credit Documents, together with copies EWG Approval Date Borrower shall notify Steam Host pursuant to Section 2.4(a) of the financial statements referred to therein Energy Services Agreement that the EWG Status Conditions Precedent (as defined in the Energy Services Agreement) have been satisfied and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees on the Rova I Commercial Operations Date Borrower shall, upon obtaining prior written consent thereto from the Majority Lenders, notify Steam Host that it will, independently the EWG Effective Date is the day after the Rova I Commercial Operations Date and without reliance upon shall provide Agent with the Administrative Agent or any other Lender and based on Steam Host’s confirmation of such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all notification within five days of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit DocumentsRova I Commercial Operations Date. The effective date of this Agreement shall be , [insert a date on or prior to the 10th Business Day after the date hereof]. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 of the Credit Agreement. Very truly yours, [NAME OF LENDER] By Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Cap155

thereof. Each Additional Revolving Loan Lender Incremental Lender, the Borrower and the U.S. Borrower Administrative Agent acknowledge and agree that the Incremental Commitments provided pursuant to this Agreement shall constitute Incremental Commitments and, upon the Agreement Effective Date (as hereinafter defined), the Incremental Commitment of each Incremental Lender shall become, or in the case of an existing Lender, shall be added to (and thereafter become a part of), the Commitment of such Incremental Lender. Each Incremental Lender, the Borrower and the Administrative Agent further agree that, with respect to the Additional Revolving Loan Incremental Commitment provided by such Additional Revolving Loan each Incremental Lender pursuant to this Agreement, such Additional Revolving Loan Incremental Lender shall receive an from the Borrower such upfront fee equal fees, and/or other fees, if any, as may be separately agreed to that amount set forth opposite its name on Annex I attached heretoin writing with the Borrower and the Administrative Agent, all of which upfront fee fees shall be due and payable to such Additional Revolving Loan Incremental Lender on the effective date terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement. Each Additional Revolving Loan Incremental Lender party to this Agreement, to the extent not already a party to the Term Loan Agreement as a Lender thereunder, (i) confirms that it is not already a Lender under the Credit Agreementan Eligible Assignee, (iii) confirms that it has received a copy of the Credit Term Loan Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Term Loan Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Term Loan Agreement and the other Credit AgreementDocuments, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Term Loan Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Term Loan Agreement and the other Credit Agreement Documents are required to be performed by it as a Lender, and (vvi) in the case of each such Additional Revolving Loan Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Certificate Re: Non-Bank Status referred to in Section 5.04(b2.19(d)(ii) of the Credit Agreement Term Loan Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Credit Term Loan Agreement and the other Credit Documents. The effective Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Lender, the Administrative Agent, the Borrower and each Guarantor Subsidiary, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Lender party hereto (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Term Loan Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Commitments provided hereby including, without limitation, all Incremental Term Loans made pursuant thereto, and (ii) all such Obligations (including all such Incremental Term Loans) shall be entitled to the benefits of the Pledge and Security Agreement, the other Collateral Documents and the Guaranty. Each Guarantor Subsidiary acknowledges and agrees that all Obligations with respect to the Incremental Commitments provided hereby and all Incremental Term Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided therein and in the Term Loan Agreement and (ii) be entitled to the benefits of the Credit Documents as, and to the extent, provided therein and in the Term Loan Agreement. Attached hereto as Annex II is the officer’s certificate certifying the conditions set forth in Section 2.23(a) of the Term Loan Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). [Attached hereto as Annex III [is an opinion] [are opinions] of [insert a date on name or prior names of counsel, including in-house counsel, who will be delivering opinions], counsel to the 10th Business Day after respective Credit Parties, delivered pursuant to Section 2.3(a) of the date hereof]. Term Loan Agreement.] [Attached hereto as Annex IV are true and correct copies of officers’ certificates, board of director resolutions and good standing certificates of the Credit Parties required, and as requested by the Administrative Agent, to be delivered pursuant to Section 2.3(a) of the Term Loan Agreement.] You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Loan Incremental Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 10.5 of the Credit Term Loan Agreement. In the event of any conflict between the terms of this Agreement and those of the Term Loan Agreement, the terms of the Term Loan Agreement shall control. Very truly yours, [NAME OF EACH INCREMENTAL LENDER] By By: Name: Title: Agreed and Accepted this day of , 201 : HOST HOTELS & RESORTSREV GROUP, L.P. By: Host Hotels & ResortsINC., Inc., its General Partner as Borrower By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCHALLY BANK, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt By: Name: Title: Signature Page to Incremental Commitment Agreement [NAME OF EACH ISSUING BANK], as [an] [the] Issuing Bank By: Name: Title: ALLY BANK, as Swing Line Debt Other Debt Cash & Short Lender By: Name: Title: Signature Page to Incremental Commitment Agreement Each Guarantor Subsidiary acknowledges and agrees to each the foregoing provisions of this Incremental Commitment Agreement and to the incurrence of the Incremental Term Receivables Perpetual Preferred Common Equity Market CapLoans to be made pursuant thereto. [EACH GUARANTOR SUBSIDIARY], as a Guarantor Subsidiary By: Name: Title: Signature Page to Incremental Commitment Agreement

thereof. Each Additional Revolving This Second Incremental Loan Lender and Assumption Agreement constitutes the U.S. Borrower acknowledge and agree that, with respect Borrower’s written request to the Additional Revolving Administrative Agent for Incremental Loan Commitments pursuant to Section 2.21(a) of the Credit Agreement (the “Incremental Loan Commitment Request”) and, in connection therewith, the Borrower hereby notifies the Administrative Agent that: (i) the amount of the Incremental Loan Commitments being requested is $52,000,000, (ii) the date on which such Incremental Loan Commitments are requested to be effective is November 26, 2010, and (iii) such Incremental Loan Commitments are commitments to make Other Loans. Each Incremental Lender acknowledges and agrees that the Incremental Loan Commitments provided by such Additional Revolving Loan Lender pursuant to this Second Incremental Loan Assumption Agreement, such Additional Revolving Loan Lender shall receive an upfront fee equal to that in the aggregate amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable constitute Commitments under the Credit Agreement for Other Loans increasing the amount of the Commitments in effect immediately prior to such Additional Revolving Loan Lender on the effective date effectiveness of this Second Incremental Loan Assumption Agreement. Each Additional Revolving of the parties to this Second Incremental Loan Assumption Agreement hereby agrees to the terms and conditions set forth in the second preceding paragraph and on Annex I hereto in respect of each Incremental Loan Commitment and the Other Loans provided pursuant to this Second Incremental Loan Assumption Agreement. Each Incremental Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, Second Incremental Loan Assumption Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second Incremental Loan Assumption Agreement and to become a an Incremental Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent Agent, the Collateral Agent, any Lender or any other Lender Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iii) appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform perform, in accordance with their terms terms, all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Incremental Lender organized under the laws of (if any) that is a jurisdiction outside the United StatesForeign Lender, attaches the applicable forms described in documentation required under Section 5.04(b2.15(e) of the Credit Agreement. This Second Incremental Loan Assumption Agreement, and the Incremental Loan Commitments provided hereunder, shall become effective on the date (the “Incremental Loan Closing Date”) upon which all of the conditions set forth in Section 3 of Annex I hereto are satisfied. Upon the Incremental Loan Closing Date, each Incremental Lender party hereto shall automatically become a Lender pursuant to the Credit Agreement certifying and, except as to its entitlement to otherwise expressly provided in Section 2 of Annex I hereto, shall have the rights and obligations of a complete exemption from United States withholding taxes Lender thereunder and under the other Loan Documents. The Administrative Agent shall promptly notify each Lender of the occurrence of the Incremental Loan Closing Date. The Borrower hereby acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Loan Commitments provided pursuant to this Second Incremental Loan Assumption Agreement, including any Other Loans made pursuant to the Incremental Loan Commitments and (ii) all payments such Obligations shall be secured by the Collateral under, and be entitled to the benefits of, the Security Documents. Each Guarantor hereby acknowledges and agrees that (i) its consent to this Second Incremental Loan Assumption Agreement is not required, but each Guarantor nevertheless hereby agrees and consents to this Second Incremental Loan Assumption Agreement and to the documents and agreements referred to herein, (ii) notwithstanding the effectiveness of this Second Incremental Loan Assumption Agreement, such Guarantor’s Guarantee shall remain in full force and effect without modification thereto, (iii) nothing herein shall in any way limit any of the terms or provisions of any Guarantor’s Guarantee or any other Loan Document executed by any Guarantor (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time), all of which are hereby ratified, confirmed and affirmed in all respects, (iv) all Obligations with respect to the Incremental Loan Commitments provided pursuant to this Second Incremental Loan Assumption Agreement and any Other Loans made pursuant to the Incremental Loan Commitments shall be (x) fully guaranteed pursuant to the Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and (y) secured by the Collateral under, and be entitled to the benefits of, the Security Documents, (v) no other agreement, instrument, consent or document shall be required to give effect to this paragraph, and (vi) the Borrower, Holdings, the Agents and any Lender may from time to time enter into any further amendments, modifications, terminations and/or waivers of any provisions of the Loan Documents without notice to or consent from any Guarantor (other than, to the extent expressly required under Section 9.08 of the Credit Agreement, Holdings) and without affecting the validity or enforceability of any Guarantor’s Guarantee or Collateral or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s Guarantee or Collateral. This Second Incremental Loan Assumption Agreement may be executed in any number of counterparts and the other Credit Documents. The effective date by different parties hereto in separate counterparts, each of this Agreement shall be , [insert a date on or prior to the 10th Business Day after the date hereof]. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not which when so accept this Agreement by such time, our Additional Revolving Loan Commitments set forth in this Agreement executed shall be deemed cancelledto be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Second Incremental Loan Assumption Agreement by telecopier or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Second Incremental Loan Assumption Agreement. After the execution and delivery to the Administrative Agent of a fully executed copy of this Second Incremental Loan Assumption Agreement (including by way of counterparts and by fax) by the parties hereto, this Second Incremental Loan Assumption Agreement may only be changed, modified or varied only by written instrument in accordance with the requirements for the modification of Credit Documents any Loan Document pursuant to Section 14.11 9.08(b) of the Credit Agreement. Neither the Borrower nor Holdings shall assign or delegate any of their respective rights or obligations under this Second Incremental Loan Assumption Agreement without the prior written consent of each of the other parties hereto (and any attempted assignment or delegation without such consent shall be null and void). This Second Incremental Loan Assumption Agreement is intended to be solely for the benefit of the parties hereto, and is not intended to confer any benefits upon, or create any rights in favor of, any Person other than the parties hereto. The Borrower may accept this Second Incremental Loan Assumption Agreement by executing and delivering and returning a copy of this Second Incremental Loan Assumption Agreement to the Administrative Agent before 8:00 p.m. (New York City time) on November 24, 2010. If the Borrower does not so accept this Second Incremental Loan Assumption Agreement by such time, the Incremental Loan Commitments set forth in this Second Incremental Loan Assumption Agreement shall be deemed automatically cancelled. Very truly yours, [NAME OF LENDER] By Name: Title: Agreed and Accepted this day of CREDIT SUISSE AG, : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE BANK AG NEW YORK CAYMAN ISLANDS BRANCH, as Administrative Agent By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash Vice President By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Associate SPECIAL SITUATIONS INVESTING GROUP, INC., as Incremental Lender By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III Title: Authorized Signatory HPS SENIOR LOAN FUND II L.P., as Incremental Lender By: HIGHBRIDGE PRINCIPAL STRATEGIES, LLC, its Investment Manager By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director HIGHBRIDGE SENIOR LOAN HOLDINGS L.P., as Incremental Lender By: HIGHBRIDGE PRINCIPAL STRATEGIES, LLC, its Investment Manager By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director AGREED AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN RENTECH ENERGY MIDWEST CORPORATION, as Borrower By: /s/ ▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & Short Term Receivables Perpetual Preferred Common Equity Market CapTreasurer Each Guarantor acknowledges and agrees to the foregoing provisions of the Second Incremental Loan Assumption Agreement, specifically including the acknowledgments and agreements made by it pursuant to the ninth paragraph of the Second Incremental Loan Assumption Agreement. RENTECH, INC., as Holdings and as Guarantor RENTECH SILVAGAS LLC, as Guarantor RENTECH DEVELOPMENT CORPORATION, as Guarantor RENTECH SERVICES CORPORATION, as Guarantor SILVAGAS CORPORATION, as Guarantor RENTECH ENERGY TECHNOLOGY CENTER, LLC, as Guarantor By: /s/ ▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇ Title: CFO & Executive Vice President

thereof. Each Additional Revolving Incremental Term Loan Lender Bank and the U.S. Borrower acknowledge and agree that, with respect to the Additional Revolving Incremental Term Loan Commitment provided by such Additional Revolving Incremental Term Loan Lender Bank pursuant to this Agreement, such Additional Revolving Incremental Term Loan Lender Bank shall receive an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable to such Additional Revolving Incremental Term Loan Lender Bank on the effective date of this Agreement. Exhibit M Each Additional Revolving Incremental Term Loan Lender party to this AgreementBank, to the extent that it is not already a Lender Bank under the Credit Agreement, (i) confirms that it is an Eligible Transferee, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender Bank under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a LenderBank, and (vvi) in the case of each such Additional Revolving Incremental Term Loan Lender Bank organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b4.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The Borrower acknowledges and agrees that all Obligations with respect to Incremental Term Loans shall be fully secured pursuant to the Security Documents in accordance with the terms and provisions thereof. Each Guarantor acknowledges and agrees that all Obligations with respect to Incremental Term Loans shall be fully guaranteed pursuant to the relevant Guaranty in accordance with the terms and provisions thereof and shall be fully secured pursuant to the Security Documents in accordance with the terms and provision thereof. The effective date of this Agreement shall be , [insert a the date on or prior which the parties hereto have executed a counterpart of this Agreement and delivered same to the 10th Business Day after Administrative Agent at the date hereof]Notice Office. Incremental Term Loans pursuant to the incremental Term Loan Commitments undertaken pursuant hereto shall be incurred as and subject to the conditions set forth in the definition of Incremental Term Loan Commitment Requirements and the additional conditions set forth in Section 1.15 of the Credit Agreement, including, without limitation, the conditions that (i) all fees required to be paid in connection herewith have been paid and (ii) the conditions precedent set forth in Annex II hereto have been satisfied. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 14.12 of the Credit Agreement. * * * Exhibit M THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, [NAME OF LENDERBANK] By Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTS, L.P. CONSOLIDATED CONTAINER COMPANY LLC By: Host Hotels & Resorts, Inc., its General Partner Name: Title: [NAMES OF GUARANTORS]1 By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH, TRUST COMPANY AMERICAS as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market CapBy: Name: Title: 1 Insert signature blocks for each Guarantor. ANNEX I

thereof. [Each Additional Revolving Loan Incremental A Term Lender and the U.S. Borrower acknowledge and agree that, with respect to the Additional Revolving Loan Incremental A Term Commitment provided by such Additional Revolving Loan Incremental A Term Lender pursuant to this Agreement, such Additional Revolving Loan Incremental A Term Lender shall receive an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable to such Additional Revolving Loan Incremental A Term Lender on the effective date of this Agreement. .] Each Additional Revolving Loan Lender party to this AgreementIncremental A Term Lender, to the extent that it is not already a Lender under the Credit Agreement, (i) confirms that it is an Eligible Transferee, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iiiiv) appoints and authorizes the Syndication Agent, the Documentation Agent, the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Syndication Agent, the Documentation Agent, the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (vvi) in the case of each such Additional Revolving Loan Incremental A Term Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b3.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The Borrower acknowledges and agrees that all Obligations with respect to Incremental A Term Loans made pursuant to an Incremental A Term Commitment shall be secured pursuant to the Pledge Agreement in accordance with the terms and provisions thereof. Each Parent Company acknowledges and agrees that all Obligations with respect to A Term Loans made pursuant to an Incremental A Term Commitment shall be fully guaranteed pursuant to the Subsidiary Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the Pledge Agreement in accordance with the terms and provision thereof. The effective date of this Agreement shall be , [insert a the date on or prior which (i) the parties hereto have executed a counterpart of this Agreement and delivered same to the 10th Business Day after Administrative Agent at the Notice Office, (ii) all fees required to be paid in connection herewith have been paid and (iii) the Incremental Commitment Requirements and all other conditions set forth in the Credit Agreement (including Section 1.15 thereof), which date hereof]shall be no later than June 30, 2004. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Loan Incremental A Term Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 11.12 of the Credit Agreement. Very truly yours, [NAME OF LENDER] By Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTSFAIRPOINT COMMUNICATIONS, L.P. INC. By: Host Hotels & Resorts, Inc., its General Partner Name: Title: [NAMES OF OTHER CREDIT PARTIES](1) By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCHTRUST COMPANY AMERICAS, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Cap:

thereof. Each Additional Incremental RL Lender, Company and Administrative Agent acknowledge and agree that each Incremental RL Commitment provided pursuant to this Agreement by the relevant Incremental RL Lender shall be added to (and thereafter become a part of) the Revolving Loan Commitment of the respective Incremental RL Lender specified in Annex I attached hereto and, upon the incurrence of Revolving Loans pursuant to such Incremental RL Commitments, shall constitute Revolving Loans under the respective Revolving Loan Commitment of each Incremental RL Lender for all purposes of the Credit Agreement and the U.S. Borrower acknowledge other applicable Loan Documents. Each Incremental RL Lender, Company and Administrative Agent further agree that, with respect to the Additional Revolving Loan Incremental RL Commitment provided by such Additional Revolving Loan each Incremental RL Lender pursuant to this Agreement, such Additional Revolving Loan Incremental RL Lender shall receive an from Company such upfront fee equal fees, unutilized commitment fees and/or other fees, if any, as may be separately agreed to that amount set forth opposite its name on Annex I attached heretoin writing with Company and Administrative Agent, all of which upfront fee fees shall be due and payable to such Additional Revolving Incremental RL Loan Lender on the effective date terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions set forth on Annex I hereto in respect of each Incremental RL Commitment provided pursuant to this Agreement. Each Additional Revolving Loan Incremental RL Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is not already a Lender under the Credit Agreementan Eligible Assignee, (iii) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Incremental RL Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Certificate re Non-Bank Status referred to in Section 5.04(b2.7B(iii) of the Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by Company under the Credit Agreement and the other Credit Loan Documents. The effective Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental RL Lender, Administrative Agent, Company and each Subsidiary Guarantor, (ii) the delivery to Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental RL Lender party hereto (i) shall have its Revolving Loan Commitment under the Credit Agreement increased by an amount equal to its Incremental RL Commitment hereunder, (ii) shall be obligated to make the Revolving Loans provided to be made by it as provided in this Agreement and participate in Letters of Credit on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement and (iii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Loan Documents. Company acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental RL Commitments provided hereby including, without limitation, all Revolving Loans and other extensions of credit made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans and other extensions of credit) shall be entitled to the benefits of the Collateral Documents and the Subsidiary Guaranty to the extent set forth therein. Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the Incremental RL Commitments provided hereby and all Revolving Loans and other extensions of credit made pursuant thereto shall (i) be fully guaranteed pursuant to the Subsidiaries Guaranty to the extent set forth therein and constitute “Guarantied Obligations” thereunder and (ii) be entitled to the benefits of the Loan Documents to the extent set forth therein. Attached hereto as Annex II is the officers’ certificate required to be delivered pursuant to clause (iii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement certifying that the conditions set forth in clauses (i) and (ii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). [Attached hereto as Annex III is each technical amendment, modification and/or supplement to the Collateral Documents required to be delivered pursuant to clause (v) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement.45] Attached hereto as Annex [[III] [IV]] [is an opinion] [are opinions] of [insert a date on name or prior names of counsel, including in-house counsel, who will be delivering opinions], counsel to the 10th Business Day after Loan Parties, delivered as required pursuant to clause (vi) of the date hereofdefinition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. Attached hereto as Annex [[IV] [V]] are officers’ certificates, board of director resolutions and good standing certificates of Company and each other Loan Party required to be delivered pursuant to clause (vii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. Attached hereto as Annex [[V] [VI]] is evidence demonstrating that the full amount of the Obligations to be incurred under the Incremental RL Commitments (assuming the full utilization thereof) may be incurred without violating the terms of material Indebtedness of Company and its Subsidiaries (including, without limitation, the 2009 Senior Notes) as required to be delivered pursuant to clause (viii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Loan Incremental RL Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Loan Documents pursuant to Section 14.11 10.6 of the Credit Agreement. Very truly yours, [NAME OF LENDER] By Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Cap.

thereof. Each Additional Revolving Incremental Term Loan Lender and the U.S. Borrower acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute either Incremental A Term Loan Commitments or Incremental B Term Loan Commitments (as specified in Annex I attached hereto) under, and as defined in, the Credit Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Additional Revolving Incremental Term Loan Commitment Commitments provided by such Additional Revolving Loan Lender it pursuant to this Agreement, such Additional Revolving Incremental Term Loan Lender shall receive an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable to such Additional Revolving Incremental Term Loan Lender on the effective date of on which the Incremental Term Loans to be made pursuant to this AgreementAgreement are made. Each Additional Revolving Incremental Term Loan Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b4.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrower, the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof and the payment of any fees (including, without limitation, the upfront fees payable pursuant to the immediately preceding paragraph and the administrative fee payable to the Administrative Agent pursuant to Section 1.15(b)(ii) of the Credit Agreement) required in connection herewith, each Incremental Term Loan Lender party hereto (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement, and, to the extent applicable, shall become a Lender pursuant to the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The effective date of this Agreement shall be the date on which the Permitted Acquisition to be financed with the proceeds of the Incremental Term Loans to be made hereunder is consummated, which date shall be no later than _____ [insert a date on or prior to the 10th Business Day after the date hereof]. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on __________ __, _____. If you do not so accept this Agreement by such time, our Additional Revolving Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, [NAME OF LENDER] By ----------------------------- Name: Title: Agreed and Accepted this ___ day of __________, ____: HOST HOTELS & RESORTS, L.P. DAYTON SUPERIOR CORPORATION By: Host Hotels & Resorts, Inc., its General Partner By: ------------------------------ Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Cap:

thereof. Each Additional Revolving Loan Lender and the U.S. Borrower acknowledge and agree that, with respect Notwithstanding anything to the Additional Revolving Loan Commitment provided by such Additional Revolving Loan Lender pursuant to this Agreement, such Additional Revolving Loan Lender shall receive an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable to such Additional Revolving Loan Lender on the effective date of this Agreement. Each Additional Revolving Loan Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, (i) confirms that it has received a copy of contrary contained in the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender Credit Document, the Banks hereby agree that each of the Security Documents may be amended, or amended and based on such documents restated, in form and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated substance reasonably satisfactory to the Administrative Agent and the Collateral AgentSyndication Agent to provide, as security for the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement Borrower's and the other Credit Documents. The effective date Parties' obligations under or in respect of this Agreement the New Money Credit Agreement, a first priority lien on the Collateral, which lien shall be , [insert a date on or prior superior to the 10th Business Day after existing lien in favor of the Collateral Agent on behalf of the existing Secured Creditors pursuant to the Security Documents (as in effect on the date hereof]) (it being understood and agreed that except to create a first priority lien in favor of the lenders under the New Money Credit Agreement, the Security Documents will be unchanged and after giving effect to such amendment or amendment and restatement, the Collateral Agent will hold all Collateral for the benefit of the lenders under the New Money Credit Agreement (on a first priority basis) and the existing Secured Creditors (on a second priority basis). You In addition, the Banks hereby agree that the Collateral Agent may accept enter into any such other documentation necessary or appropriate to effect the foregoing. Notwithstanding anything to the contrary contained in this Amendment, the Credit Agreement or any other Credit Document, the Banks hereby agree that (i) no additional extensions of credit to the Borrower secured by signing any liens on the enclosed copies Collateral superior to the existing liens in favor of the space provided belowCollateral Agent on behalf of the existing Secured Creditors pursuant to the Security Documents shall be permitted without the consent of each Bank (other than a Defaulting Bank) and (ii) the maturity date of the New Money Credit Agreement shall not be extended without the consent of those Non-Defaulting Lenders constituting the Required Banks under, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Loan Commitments set forth as defined in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 of the Credit Agreement. Very truly yours, [NAME OF LENDER] By Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Capif the percentage "50%" contained therein was changed to "66-2/3%".

thereof. Each Additional Revolving Loan Incremental Lender, the Borrower and the Administrative Agent acknowledge and agree that the Incremental Commitment(s) provided pursuant to this Agreement shall constitute an Incremental Commitment(s) of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Loans pursuant to such Incremental Commitments, shall constitute Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Lender and the U.S. Borrower acknowledge and further agree that, with respect to the Additional Revolving Loan Incremental Commitment provided by such Additional Revolving Loan Lender it pursuant to this Agreement, such Additional Revolving Loan Incremental Lender shall receive an such upfront fee fees, if any, equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable to such Additional Revolving Loan Incremental Lender upon the Agreement Effective Date (as defined in Annex I) or as otherwise specified in said Annex I. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on the effective date Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement. Each Additional Revolving Loan Incremental Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Credit Documents, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b) prescribed by the Internal Revenue Service of the Credit Agreement United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The effective date of this Agreement Borrower acknowledges and agrees that (i) it shall be , [insert a date on or prior liable for all Obligations with respect to the 10th Business Day after Incremental Commitment(s) provided hereby including, without limitation, any Loans made pursuant thereto and (ii) all such Obligations (including any such Loans) shall be entitled to the date hereof]benefits of the Security Documents. Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Commitment(s) provided hereby and any Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the respective Guaranty in accordance with the terms and provisions thereof and (ii) be entitled to the benefits of the Security Documents. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on December 21, 2004. If you do not so accept this Agreement by such time, our Additional Revolving Loan Commitments Incremental Commitment(s) set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 13.12 of the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control. Very truly yours, [NAME OF LENDER] By NameDEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Title: Managing Director Agreed and Accepted this 21st day of December, 2004: HOST HOTELS & RESORTSAMERISTAR CASINOS, L.P. INC. By: Host Hotels & Resorts, Inc., its General Partner By: Name: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President & General Counsel DEUTSCHE BANK AG NEW YORK BRANCHTRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), as Administrative Agent By: Name: /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Title: Managing Director Each Guarantor acknowledges and agrees to the foregoing provisions of this Incremental Commitment Agreement, specifically including the acknowledgments and agreements made by it pursuant to the seventh paragraph of the Agreement. AMERISTAR CASINO VICKSBURG, INC., AMERISTAR CASINO COUNCIL BLUFFS, INC., CACTUS PETE’S, INC., A.C. FOOD SERVICES, INC., AMERISTAR CASINO ST. LOUIS, INC., AMERISTAR CASINO KANSAS CITY, INC., AMERISTAR CASINO ST. ▇▇▇▇▇▇▇, INC., AMERISTAR CASINO LAS VEGAS, INC. AMERISTAR CASINO BLACK HAWK, INC. RICHMOND STREET DEVELOPMENT, INC., each as a Guarantor By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President ANNEX I TO INCREMENTAL COMMITMENT AGREEMENT DATED DECEMBER 21, 2004 1. INCREMENTAL COMMITMENTS Name of Incremental Lender Amount of B-1 Term Loan Commitment Deutsche Bank Trust Company Americas $ 115,000,000 Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Cap$ 115,000,000

thereof. Each Additional Revolving Loan Lender Incremental Term Lender, the Company and the U.S. Borrower Administrative Agent acknowledge and agree that the Incremental Term Commitments provided pursuant to this Agreement shall constitute Incremental Term Commitments. Each Incremental Term Lender, the Company and the Administrative Agent further agree that, with respect to the Additional Revolving Loan Incremental Term Commitment provided by such Additional Revolving Loan each Incremental Term Lender pursuant to this Agreement, such Additional Revolving Loan Incremental Term Lender shall receive an from the Company such upfront fee equal fees, unutilized commitment fees and/or other fees, if any, as may be separately agreed to that amount set forth opposite its name on Annex I attached heretoin writing by the Company and such Incremental Term Lender, all of which upfront fee fees shall be due and payable to such Additional Revolving Loan Incremental Term Lender on the effective date terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Commitment provided pursuant to this Agreement. Each Additional Revolving Loan Incremental Term Lender party to this Agreement, to the extent not already a party to the Term Loan Credit Agreement as a Lender thereunder, (i) confirms that it is not already a Lender under the Credit Agreementan Eligible Transferee, (iii) confirms that it has received a copy of the Term Loan Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Term Loan Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Term Loan Credit AgreementAgreement and the other Credit Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Term Loan Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Term Loan Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Incremental Term Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Section 4.04(b)(ii) Certificate referred to in Section 5.04(b4.04(b) of the Term Loan Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Company under the Term Loan Credit Agreement and the other Credit Documents. The effective Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Term Lender, the Administrative Agent, the Company and each Subsidiary Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Lender party hereto (i) shall be obligated to make the Incremental Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Term Loan Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The Company acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Commitments provided hereby including, without limitation, all Incremental Loans made pursuant thereto, and (ii) all such Obligations (including all such Incremental Loans) shall be entitled to the benefits of the Security Documents. Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Commitments provided hereby and all Incremental Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guarantee as, and to the extent, provided therein and in the Term Loan Credit Agreement and (ii) be entitled to the benefits of the Credit Documents as, and to the extent, provided therein and in the Term Loan Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (c) of the definition of “Incremental Commitment Requirements” appearing in Section 1 of the Term Loan Credit Agreement certifying that the condition set forth in clause (a) of the definition of “Incremental Commitment Requirements” appearing in Section 1 of the Term Loan Credit Agreement has been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). Attached hereto as Annex III [is an opinion] [are opinions] of [insert a date on name or prior names of counsel, including in-house counsel, who will be delivering opinions], counsel to the 10th Business Day after respective Credit Parties, delivered as required pursuant to clause (d) of the date hereof]definition of “Incremental Commitment Requirements” appearing in Section 1 of the Term Loan Credit Agreement. Attached hereto as Annex IV are true and correct copies of officers’ certificates, board of director resolutions and good standing certificates of the Credit Parties required to be delivered pursuant to clause (e) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Term Loan Credit Agreement. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Loan Incremental Term Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 11.12 of the Term Loan Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Term Loan Credit Agreement, the terms of the Term Loan Credit Agreement shall control. Very truly yours, [NAME OF EACH INCREMENTAL TERM LENDER] By By: Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner OMNOVA SOLUTIONS INC. By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCHTRUST COMPANY AMERICAS, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short By: Name: Title: Each Subsidiary Guarantor acknowledges and agrees to each the foregoing provisions of this Incremental Term Receivables Perpetual Preferred Common Equity Market CapCommitment Agreement and to the incurrence of the Incremental Loans to be made pursuant thereto. [EACH SUBSIDIARY GUARANTOR], as a Guarantor By: Name: Title: Dated as of ,

thereof. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Credit Agreement. Each Additional Revolving Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrower and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the U.S. Borrower acknowledge and further agree that, with respect to the Additional Revolving Incremental Term Loan Commitment Commitments provided by such Additional Revolving each Incremental Term Loan Lender pursuant to this Agreement, such Additional Revolving each Incremental Term Loan Lender shall receive an such upfront fee equal to that amount set forth opposite its name on fees, if any, as are specified [in Annex I attached hereto, which upfront fee fees shall be due and payable to such Additional Revolving each Incremental Term Loan Lender on upon the effective date of this AgreementAgreement Effective Date (as defined below) or as otherwise specified in said Annex I]. Each Additional Revolving Incremental Term Loan Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The effective Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrower, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 11 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, [insert a any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date on or prior specified in Annex I attached hereto. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the 10th Business Day after Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the date hereof]benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder. You may accept this Agreement by signing executing the enclosed copies in the space provided below, and returning one a copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 13.12 of the Credit Agreement. Very truly yours, [NAME NAMES OF LENDERLENDERS] By By: Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner OCI BEAUMONT LLC By: Name: Title: DEUTSCHE Acknowledged and agreed this day of , : [GUARANTORS] By: Name: Title: BANK AG NEW YORK BRANCHOF AMERICA, N.A., as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Cap:

thereof. Each Additional Revolving Loan Incremental Lender acknowledges and agrees that the Incremental Commitments provided under this Agreement, in the aggregate amount set forth on Annex I, constitute Commitments under, and as defined in, the Credit Agreement. Each Incremental Lender agreeing to provide an Incremental Commitment pursuant to this Agreement, the Borrower and the U.S. Borrower acknowledge Administrative Agent acknowledges and agree agrees that, with respect upon the incurrence of Loans pursuant to the Additional Revolving Loan Commitment Incremental Commitments provided by such Additional Revolving Loan Lender pursuant to this Agreement, such Additional Revolving Loans shall constitute Loans for all purposes of the Credit Agreement and the other Loan Documents. The Borrower shall pay to each Incremental Lender shall receive an the upfront fee equal to that amount set forth opposite its name on Annex I attached heretofee, if any, as has been separately agreed, which upfront fee shall will be due and payable to such Additional Revolving Loan Lender on the effective date of this Agreementas has been separately agreed. Each Additional Revolving Loan Incremental Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein in the Credit Agreement and any such other documents and information as that it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem deems appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such any action as agent on its behalf and to exercise such any powers under the Credit Agreement and the other Credit Loan Documents as that are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereofof the Loan Documents, together with such all powers as that are reasonably incidental thereto, (iv) agrees that it will shall perform in accordance with their terms all of the obligations obliga-tions which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender organized under the laws of lending institution not already a jurisdiction outside the United StatesLender, attaches the applicable forms described in required under Section 5.04(b5.11(f) of the Credit Agreement. Upon the date of (i) the execution of a counterpart of this Agreement certifying as by the Incremental Lenders, the Borrower, and, unless such Incremental Lender is already a Lender or is an Affiliate of a Lender, the Administrative Agent and the delivery thereof to its entitlement the Administrative Agent (including by facsimile and counterparts), (ii) the payment of any fees required in connection herewith and (iii) the satisfaction of the conditions precedent set forth in Section 5.13 of the Credit Agreement (such date, the “Agreement Effective Date”) each Incremental Lender (x) will become a party to the Credit Agreement if it is not already a complete exemption from United States withholding taxes with respect party thereto, (y) shall be obligated to all payments make Loans provided to be made by it, as provided in this Agreement, and acquire participations in Letters of Credit in such amounts as will not cause its Credit Exposure at any time to exceed its Commitment, as provided in this Agreement, on the terms, and subject to the conditions, set forth herein and in the Credit Agreement and (z) to the extent provided in this Agreement, will have the rights and obligations of a Lender under the Credit Agreement and the other Credit Loan Documents. The effective date of Nothing contained in this Incremental Commitment Agreement shall, or shall be interpreted to, [insert a date on limit any rights or prior obligations of any Incremental Lender under the Credit Agreement with respect to any already existing Commitment(s). The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the 10th Business Day after Incremental Commitments provided hereby including, without limitation, any Loans made pursuant thereto and (ii) all such Obligations (including any such Loans) shall be entitled to the date hereof]benefits of the Security Documents. You may accept this Agreement by signing executing the enclosed copies in the space provided below, and returning one an executed copy of same to us before the close of business on __________ __, _____. If you do not so accept this Agreement by such that time, our Additional Revolving Loan Incremental Commitments set forth in this Agreement shall will be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile) by the parties hereto, this Agreement will constitute a Loan Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Loan Documents pursuant to Section 14.11 12.2 of the Credit Agreement. Very truly yours, [NAME OF LENDER] By Name: Title: Agreed and Accepted this ___ day of __________, ____: HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market CapTitle:]1 1 To be included if Incremental Lender is not already a Lender or is not an Affiliate of a Lender. Incremental Commitment Amounts (as of the Agreement Effective Date): Total2 $[____________________] $[____________________] 2 Must be at least $15,000,000 and not more than $200,000,000. The undersigned, on behalf of Cirrus Logic, Inc., a corporation organized under the laws of Delaware (the “Borrower”), hereby certifies to the Administrative Agent and the Lenders, each as defined in the Credit Agreement referred to below, as follows:

thereof. Each Additional Revolving Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrower and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Term Loan Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the U.S. Borrower acknowledge and further agree that, with respect to the Additional Revolving Incremental Term Loan Commitment Commitments provided by such Additional Revolving each Incremental Term Loan Lender pursuant to this Agreement, such Additional Revolving each Incremental Term Loan Lender shall receive an such upfront fee equal to that amount set forth opposite its name on fees, if any, as are specified in Annex I attached hereto, which upfront fee fees shall be due and payable to such Additional Revolving each Incremental Term Loan Lender on upon the effective date of this Agreement. Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Additional Revolving Incremental Term Loan Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, Agreement (i) confirms that it has received a copy of the Term Loan Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and and, to the extent applicable, to become a Lender under the Term Loan Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Term Loan Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Term Loan Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Term Loan Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b4.04(c) of the Term Loan Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Term Loan Credit Agreement and the other Credit Documents. The effective Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrower, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of any conditions precedent set forth in Section 10 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Term Loan Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, [insert a any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date on or prior specified in Annex I attached hereto. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the 10th Business Day after Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto and (ii) all such Obligations (including any such Term Loans) shall be entitled to the date hereof]benefits of the Security Documents. You may accept this Agreement by signing executing the enclosed copies in the space provided below, and returning one a copy of same to us before the close of business on __________ __, _____. If you do not so accept this Agreement by such time, our Additional Revolving Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 12.11 of the Term Loan Credit Agreement. Very truly yours, [NAME NAMES OF LENDERLENDERS] By Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE [OTHER INCREMENTAL TERM LOAN LENDERS] Agreed and Accepted this ___ day of __________, ____: ▇▇▇▇▇ PERFORMANCE SPORTS LTD. By: Name: Title: BANK AG NEW YORK BRANCHOF AMERICA N.A., as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Cap:

thereof. Each Additional Revolving Incremental Lender acknowledges and agrees that the Incremental Commitments provided pursuant to this Agreement, in the aggregate amount for each tranche of Incremental Commitments as set forth on Annex I hereto, shall constitute Incremental Term Loan Commitments under, and as defined in, the Credit Agreement. Each Incremental Lender agreeing to provide an Incremental Commitment pursuant to this Agreement, the Borrower and the Administrative Agent acknowledge and agree that, upon the incurrence of Incremental Term Loans pursuant to the Incremental Commitments provided pursuant to this Agreement, such Incremental Term Loans shall constitute Term Loans for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Lender and the U.S. Borrower acknowledge and further agree that, with respect to the Additional Revolving Loan Commitment Incremental Commitments provided by such Additional Revolving Loan Incremental Lender pursuant to this Agreement, such Additional Revolving Loan Incremental Lender shall receive an such upfront fee equal to that amount set forth opposite its name on Annex I attached heretofees as have been separately agreed, which upfront fee shall be due and payable to such Additional Revolving Loan Lender on the effective date of this Agreementas has been separately agreed. Each Additional Revolving Loan Incremental Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender lending institution (not already a Lender) organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b4.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The effective Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Lenders, the Administrative Agent and the Borrower and the delivery thereof to the Administrative Agent (including by facsimile), (ii) the payment of any fees required in connection herewith and (iii) the satisfaction of any conditions precedent set forth in Section 6 of Annex I hereto (such date, the “Agreement Effective Date”) each Incremental Lender party hereto agreeing to provide an Incremental Commitment pursuant to this Agreement (x) shall become a party to the Credit Agreement, (y) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth herein and in the Credit Agreement and (z) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, [insert a any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date on or prior specified in Annex I attached hereto. The Borrower agrees that the terms contained in Annex I attached hereto (including without limitation, those contained in Sections 8, 9, 10, 11 and 12 thereof) constitute terms applicable to the 10th Business Day after Incremental Commitments provided hereunder and the date hereof]Incremental Term Loans made pursuant hereto. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Commitments provided hereby including, without limitation, any Loans made pursuant thereto and (ii) all such Obligations (including any such Loans) shall be entitled to the benefits of the Security Documents. Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Commitments provided hereby and any Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Subsidiaries Guaranty in accordance with the terms and provisions thereof and (ii) be entitled to the benefits of the Security Documents. Attached hereto as Annex II is an opinion of A▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Borrower, delivered as required pursuant to Section 1.14(b)(iv) of the Credit Agreement. You may accept this Agreement by signing executing the enclosed copies in the space provided below, and returning one a copy of same to us before the close of business on November 13, 2007. If you do not so accept this Agreement by such time, our Additional Revolving Loan Incremental Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, [NAME OF LENDER] DEUTSCHE BANK TRUST COMPANY AMERICAS By s/ A▇▇▇ ▇▇▇▇▇▇ Name: A▇▇▇ ▇▇▇▇▇▇ Title: Director By s/ Y▇▇▇▇▇ ▇▇▇▇▇▇ Name: Y▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President Agreed and Accepted this 13th day of November, 2007: HOST HOTELS & RESORTS, L.P. RCN CORPORATION By: Host Hotels & Resorts, Inc., its General Partner By: s/ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer DEUTSCHE BANK AG NEW YORK BRANCHTRUST COMPANY AMERICAS, as Administrative Agent By: s/ A▇▇▇ ▇▇▇▇▇▇ Name: A▇▇▇ ▇▇▇▇▇▇ Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market CapDirector By: s/ Y▇▇▇▇▇ ▇▇▇▇▇▇ Name: Y▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President Each Subsidiary Guarantor acknowledges and agrees to the foregoing provisions of this Incremental Commitment Agreement, specifically including the acknowledgments and agreements made by it pursuant to the eighth paragraph of the Incremental Commitment Agreement. 21ST CENTURY TELECOM SERVICES, INC. BRAINSTORM NETWORKS, INC. HOT SPOTS PRODUCTIONS, INC. ON TV, INC. RCN-BECOCOM, INC. RCN CABLE TV OF CHICAGO, INC. RCN DIGITAL SERVICES, LLC By: RCN Corporation, its managing member RCN ENTERTAINMENT, INC. RCN FINANCE, LLC By: RCN Corporation, its managing member RCN FINANCIAL MANAGEMENT, INC. RCN INTERNATIONAL HOLDINGS, INC. RCN INTERNET SERVICES, INC. RCN NEW YORK COMMUNICATIONS, LLC By: RCN Telecom Services, Inc., its managing member RCN TELECOM SERVICES, INC. RCN TELECOM SERVICES OF ILLINOIS, LLC By: RCN Corporation, its managing member RCN TELECOM SERVICES OF MASSACHUSETTS, INC. RCN TELECOM SERVICES OF PHILADELPHIA, INC. RCN TELECOM SERVICES OF VIRGINIA, INC. RCN TELECOM SERVICES OF WASHINGTON D.C., INC. RFM 2, LLC By: RCN Corporation, its managing member RLH PROPERTY CORPORATION STARPOWER COMMUNICATIONS, LLC By: RCN Telecom Services of Washington D.C., Inc., its managing member TEC AIR, INC. UNET HOLDING, INC., as Guarantors By: s/ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and CFO RAVEN ACQUISITION CORPORATION By: s/ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and CFO

thereof. Each Additional Incremental Revolving Lender, the Borrowers and the Administrative Agent acknowledge and agree that the Incremental Revolving Commitments provided pursuant to this Agreement shall constitute Incremental Revolving Commitments and, upon the Agreement Effective Date (as hereinafter defined), the Incremental Revolving Commitment of each Incremental Revolving Lender shall become, or in the case of an existing Revolving Lender, shall be added to (and thereafter become a part of), the Revolving Loan Lender Commitment of such Incremental Revolving Lender. Each Incremental Revolving Lender, the Borrowers and the U.S. Borrower acknowledge and Administrative Agent further agree that, with respect to the Additional Incremental Revolving Loan Commitment provided by such Additional each Incremental Revolving Loan Lender pursuant to this Agreement, such Additional Incremental Revolving Loan Lender shall receive an from Borrowers such upfront fee equal fees, unutilized commitment fees and/or other fees, if any, as may be separately agreed to that amount set forth opposite its name on Annex I attached heretoin writing with Borrowers and acknowledged by the Administrative Agent, all of which upfront fee fees shall be due and payable to such Additional Incremental Revolving Loan Lender on the effective date terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions set forth on Annex I hereto in respect of each Incremental Revolving Commitment provided pursuant to this Agreement. Each Additional Incremental Revolving Loan Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is not already a Lender under the Credit Agreementan Eligible Transferee, (iii) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (v) in the case of each such Additional Incremental Revolving Loan Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described referred to in Section 5.04(b2.17(e) of the Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrowers under the Credit Agreement and the other Credit Loan Documents. The effective Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Revolving Lender, the Administrative Agent, the Borrowers and each Subsidiary Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Revolving Lender party hereto (x) shall be obligated to make the Revolving Loans provided to be made by it as provided in this Agreement on the terms, [insert a date on or prior and subject to the 10th Business Day after conditions, set forth in the date hereof]Credit Agreement and in this Agreement and (y) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Loan Documents. Each Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Revolving Commitments provided hereby including, without limitation, all Revolving Loans made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Security Documents. Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Revolving Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guarantee Agreement as, and to the extent, provided in the Credit Agreement and (ii) be entitled to the benefits of the Loan Documents as, and to the extent, provided therein and in the Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement certifying that the conditions set forth in clause (i) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1.1 of the Credit Agreement have been satisfied. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on [ , 20 ]. If you do not so accept this Agreement by such time, our Additional Incremental Revolving Loan Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Loan Documents pursuant to Section 14.11 11.1 of the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control. Very truly yours, [NAME OF EACH INCREMENTAL REVOLVING LENDER] By Name: Title: Title Agreed and Accepted this day of , : HOST HOTELS & RESORTSGENON ENERGY, L.P. By: Host Hotels & ResortsINC., Inc., its General Partner as a Borrower By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCHGENON AMERICAS, INC., as a Borrower By: Name: Title: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market CapEach Guarantor acknowledges and agrees to each the foregoing provisions of this Incremental Revolving Commitment Agreement and to the incurrence of the Revolving Loans to be made pursuant thereto. [EACH GUARANTOR], as a Guarantor By: Name: Title:

thereof. [Each Additional Extending Revolving Loan Lender and the U.S. Borrower acknowledge and agree agrees that, with respect to the Additional Extending Revolving Loan Commitment Commitments provided by such Additional Revolving Loan Lender it pursuant to this Agreement, such Additional Extending Revolving Loan Lender shall receive an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable to such Additional Revolving Loan Lender on the effective date of this Agreement. .] Each Additional Extending Revolving Loan Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b) prescribed by the Internal Revenue Service of the Credit Agreement United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The effective date Upon the execution of a counterpart of this Agreement shall be by the Administrative Agent and the Borrower, [insert a date on or prior the delivery to the 10th Business Day after Administrative Agent of a fully executed copy (including by way of counterparts and by fax) hereof and the date hereof]payment of any fees [(including, without limitation, the upfront fees payable pursuant to the immediately preceding paragraph)] required in connection herewith, each Extending Revolving Loan Lender party hereto shall become (or remain) a Lender pursuant to the Credit Agreement and, to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional your Extending Revolving Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 13.12 of the Credit Agreement. Very truly yours, [NAME OF LENDER] By Name: Title: Agreed and Accepted this ___day of , ___: HOST HOTELS & RESORTSAMERISTAR CASINOS, L.P. By: Host Hotels & Resorts, Inc., its General Partner INC. By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCHTRUST COMPANY AMERICAS, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market CapBy: Name: Title: 1. Non-Extending Revolving Loan Commitment and Extending Revolving Loan Commitment Amounts: Amount of Converting Non-Extending Amount of Extending Revolving Loan Revolving Loan Name of Lender Commitment (if any) Commitment Upfront Fee Total

thereof. Each Additional Revolving Loan Lender Incremental Lender, the Borrower and the U.S. Borrower Administrative Agent acknowledge and agree that the Incremental Commitments provided pursuant to this Agreement shall constitute Incremental Commitments and, upon the Agreement Effective Date (as hereinafter defined), the Incremental Commitment of each Incremental Lender shall become, or in the case of an existing Lender, shall be added to (and thereafter become a part of), the Commitment of such Incremental Lender. Each Incremental Lender, the Borrower and the Administrative Agent further agree that, with respect to the Additional Revolving Loan Incremental Commitment provided by such Additional Revolving Loan each Incremental Lender pursuant to this Agreement, such Additional Revolving Loan Incremental Lender shall receive an from the Borrower such upfront fee equal fees, and/or other fees, if any, as may be separately agreed to that amount set forth opposite its name on Annex I attached heretoin writing with the Borrower and the Administrative Agent, all of which upfront fee fees shall be due and payable to such Additional Revolving Loan Incremental Lender on the effective date terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement. Each Additional Revolving Loan Incremental Lender party to this Agreement, to the extent not already a party to the Revolving Credit Agreement as a Lender thereunder, (i) confirms that it is not already a Lender under the Credit Agreementan Eligible Assignee, (iii) confirms that it has received a copy of the Revolving Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Revolving Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Revolving Credit AgreementAgreement and the other Credit Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Revolving Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Revolving Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (vvi) in the case of each such Additional Revolving Loan Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Certificate Re: Non-Bank Status referred to in Section 5.04(b2.19(d)(ii) of the Revolving Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Revolving Credit Agreement and the other Credit Documents. The effective Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Lender, the Administrative Agent, each Issuing Bank, the Swing Line Lender, the Borrower and each Guarantor Subsidiary, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Lender party hereto (i) shall be obligated to make the Revolving Loans provided to be made by it as provided in this Agreement on the terms, [insert a date on or prior and subject to the 10th Business Day after conditions, set forth in the date hereof]Revolving Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Commitments provided hereby including, without limitation, all Revolving Loans made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Pledge and Security Agreement, the other Collateral Documents and the Guaranty. Each Guarantor Subsidiary acknowledges and agrees that all Obligations with respect to the Incremental Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided therein and in the Revolving Credit Agreement and (ii) be entitled to the benefits of the Credit Documents as, and to the extent, provided therein and in the Revolving Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ii) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement certifying that the conditions set forth in clause (i) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). Attached hereto as Annex III are true and correct copies of officers’ certificates, board of director resolutions and good standing certificates of the Credit Parties required, and as requested by the Administrative Agent, to be delivered pursuant to clause (v) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on December 21, 2017. If you do not so accept this Agreement by such time, our Additional Revolving Loan Incremental Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 10.5 of the Revolving Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Revolving Credit Agreement, the terms of the Revolving Credit Agreement shall control. Very truly yours, [NAME OF LENDER] By ALLY BANK, as Administrative Agent, Issuing Bank, Swing Line Lender and Incremental Lender By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Authorized Signatory BMO ▇▇▇▇▇▇ BANK N.A., as Issuing Bank and Incremental Lender By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President U.S. BANK NATIONAL ASSOCIATION, as Incremental Lender By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Vice President SUMITOMO MITSUI BANKING CORPORATION, as Incremental Lender By: /s/ Hitoshi Ryoji Name: Hitoshi Ryoji Title: Managing Director ING CAPITAL LLC, as Incremental Lender By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Director SIGNATURE BANK, as Incremental Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President Signature Page to Incremental Commitment Agreement ▇▇▇▇▇▇▇ BUSINESS CREDIT CORPORATION, as Incremental Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President BRANCH BANKING AND TRUST COMPANY, as Incremental Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President JPMORGAN CHASE BANK, N.A., as Incremental Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇ Title: Authorized Officer Signature Page to Incremental Commitment Agreement Agreed and Accepted this 22nd day of December, 2017: HOST HOTELS & RESORTSREV GROUP, L.P. INC., as Borrower By: Host Hotels /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Treasurer & ResortsChief Financial Officer Signature Page to Incremental Commitment Agreement Each Guarantor Subsidiary acknowledges and agrees to each the foregoing provisions of this Incremental Commitment Agreement and to the incurrence of the Revolving Loans to be made pursuant thereto. CAPACITY OF TEXAS, Inc.INC. CHAMPION BUS, its General Partner INC. ▇▇▇▇▇▇▇ BUS CORPORATION ▇▇▇▇▇▇▇ I HOLDING CORP. ▇▇▇▇▇▇▇ INDUSTRIES, INC. COMPRESSED AIR SYSTEMS, INC.* REVABILITY, INC. ELDORADO NATIONAL (CALIFORNIA), INC. ELDORADO NATIONAL (KANSAS), INC. E-ONE, INC. ▇▇▇▇▇▇▇ FIRE APPARATUS, INC. ▇▇▇▇▇▇▇ FIRE APPARATUS HOLDING COMPANY, INC. FFA ACQUISITION COMPANY, INC. FFA HOLDCO, INC. GENERAL COACH AMERICA, INC. GOLDSHIELD FIBERGLASS, INC. GOSHEN COACH INC. HALCORE GROUP, INC. ▇▇▇▇▇▇ ENTERPRISES, INC. KME GLOBAL, LLC KME HOLDINGS, LLC KME RE HOLDINGS, LLC ▇▇▇▇▇▇▇ MOBILE EQUIPMENT CORP. MOBILE PRODUCTS, INC. REV AMBULANCE GROUP ORLANDO, INC. REV FINANCIAL SERVICES LLC REV INSURANCE SOLUTIONS LLC REV PARTS, LLC REV RECREATION GROUP, INC. REV RECREATION GROUP FUNDING, INC. REV RENEGADE LLC REV RENEGADE HOLDINGS CORP. REV RTC, INC., as a Guarantor Subsidiary By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash Treasurer & Short Term Receivables Perpetual Preferred Common Equity Market CapChief Financial Officer ________________ * A Pennsylvania corporation with entity number 2886396. Signature Page to Incremental Commitment Agreement

thereof. Each Additional Revolving “Borrower undertakes to create in favor of Bank, prior to and as a condition precedent to requesting and receiving any Term Loan Lender Advance, a first priority security interest and a first ranking fixed pledge and charge over the U.S. Collateral, which shall be such shares of stock in Given owned by Borrower acknowledge and agree that, with respect to the Additional Revolving Loan Commitment provided as have an aggregate value (as reasonably determined by such Additional Revolving Loan Lender pursuant to this Agreement, such Additional Revolving Loan Lender shall receive an upfront fee Bank) at least equal to that three hundred twenty-five percent (325.0%) of the amount set forth opposite its name on Annex I attached hereto(as reasonably determined by Bank) of all outstanding Obligations (plus the amount of the Term Loan Advance requested), and such other shares of stock in Given owned by Borrower and other assets over which upfront fee shall be due Borrower grants a first priority security interest and payable a first ranking fixed pledge and charge to such Additional Revolving Loan Lender on the effective date of this Agreement. Each Additional Revolving Loan Lender party to this Agreement, Bank (if and to the extent that it is not already a Lender under the Credit Agreement, (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The effective date of this Agreement shall be , [insert a date on or prior to the 10th Business Day after the date hereof]. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Loan Commitments set forth in this Agreement shall be deemed cancelled. After and/or the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties heretoDebenture), this Agreement may only be changed, modified or varied by written instrument all in accordance with the requirements for Debenture Fixed Charge Agreement attached hereto as Exhibit C (as amended, modified or restated from time to time, the modification of Credit Documents pursuant “Debenture”). In addition, prior to Section 14.11 and as a condition precedent to requesting and receiving any Term Loan Advance, Borrower shall (a) execute and deliver to Bank such additional debentures, or amendments to the Debenture, as requested by Bank, to give Bank a first priority security interest and a first ranking fixed pledge and charge over the Collateral (each such new and/or amended debenture shall be included in the definition of the Credit Agreement. Very truly yoursterm “Debenture” herein), [NAME OF LENDER] By Nameand (b) deliver to Bank (at Bank’s Israeli office) the certificates evidencing the shares of stock in Given owned by Borrower that constitute, or will constitute, Collateral.” and inserting in lieu thereof the following: Title: Agreed “Borrower undertakes to create in favor of Bank, prior to and Accepted this day as a condition precedent to requesting and receiving any Term Loan Advance or 2013 Term Loan Advance, a first priority security interest and a first ranking fixed pledge and charge over the Collateral, which shall be such shares of , : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCHstock in Given owned by Borrower as have an aggregate value (as reasonably determined by Bank) at least equal to three hundred twenty-five percent (325.0%) of the amount (as reasonably determined by Bank) of all outstanding Obligations (plus the amount of the Term Loan Advance or 2013 Term Loan Advance, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short applicable, requested), and such other shares of stock in Given owned by Borrower and other assets over which Borrower grants a first priority security interest and a first ranking fixed pledge and charge to Bank (if and to the extent provided in this Agreement and/or the Debenture), all in accordance with the Debenture Fixed Charge Agreement attached hereto as Exhibit C (as amended by a certain Amendment to the Debenture Fixed Charge Agreement dated as of April 25, 2013, and as further amended, modified or restated from time to time, the “Debenture”). In addition, prior to and as a condition precedent to requesting and receiving any Term Receivables Perpetual Preferred Common Equity Market CapLoan Advance or 2013 Term Loan Advance, Borrower shall (a) execute and deliver to Bank such additional debentures, or amendments to the Debenture, as requested by Bank, to give Bank a first priority security interest and a first ranking fixed pledge and charge over the Collateral (each such new and/or amended debenture shall be included in the definition of the term “Debenture” herein), and provide Bank with evidence satisfactory to Bank that all filings in connection therewith have been made with the Registrar (including, without limitation, duly executed and stamped forms with a “received stamp” by the Registrar with respect thereto), and (b) deliver to Bank (at Bank’s Israeli office) the certificates evidencing the shares of stock in Given owned by Borrower that constitute, or will constitute, Collateral.” 9 The Loan Agreement shall be amended by deleting the following, appearing as Section 8.1 thereof:

thereof. Each Additional Revolving Loan Lender Borrower shall comply with such repair, service and the U.S. Borrower acknowledge maintenance standards and agree thatschedules as are required to enforce warranty or guaranty claims against Contractor, Operator or subcontractors and any standards imposed by any Insurance Policies in effect with respect to the Additional Revolving Loan Commitment provided by such Additional Revolving Loan Lender Rova I Facility, the Rova II Facility or the Property. Borrower’s review of and comment on the manual of “Facility Procedures” pursuant to this Agreement, such Additional Revolving Loan Lender Section 5.4 of the Operating Contract shall receive an upfront fee equal be conducted subject to that amount set forth opposite its name on Annex I attached heretothe Independent Engineer’s approval, which upfront fee shall not be due and payable unreasonably withheld. Borrower shall promptly inform the Independent Engineer of any material amendment or modifications to “Facility Procedures” proposed by Operator, or any material changes to such Additional Revolving Loan Lender on procedures proposed by Borrower, under Section 5.4 of the effective date of this Agreement. Each Additional Revolving Loan Lender party to this AgreementOperating Contract, with updates as to the extent that it is not already a Lender under status thereof, and shall report to the Credit Agreement, (i) confirms that it has received a copy Independent Engineer the results of the Credit Agreement annual review made of such procedures as contemplated in said section. Until all of the Obligations have been fully discharged, Borrower shall retain any information Operator need no longer retain pursuant to Section 5.17 of the Operating Contract, or cause Operator to continue to retain such information in a reasonable manner. Borrower shall not approve any “Proposed Operating Budget” submitted for approval under Section 7.1 of the Operating Contract until such time as all approvals required under Section 6.8(h) hereof have been obtained for the Rova I Operating Budget and the other Credit Documents, together with copies Rova II Operating Budget for the year (or portion thereof) that is the same as the first year (or portion thereof) of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it “Proposed Operating Budget”. Borrower shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative inform Agent and the Collateral Independent Engineer of any audit (and results thereof) that is conducted at Borrower’s request under Section 7.6 of the Operating Contract and, at Agent’s request, cause such audits to be conducted to the full extent permitted to Borrower under said Section. Borrower shall promptly notify Agent if it has the right to take such action as agent on its behalf terminate the Operating Contract under Section 18.3 thereof, and to only upon the request of Agent, which shall be made only upon instruction of the Majority Lenders, shall Borrower exercise such powers under the Credit Agreement right and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) shall then do so in the case of each such Additional Revolving Loan Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The effective date of this Agreement shall be , [insert a date on or prior to the 10th Business Day after the date hereof]. You may accept this Agreement manner specified by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 of the Credit Agreement. Very truly yours, [NAME OF LENDER] By Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market CapAgent.

thereof. Each Additional Revolving Loan Lender The 2017 Incremental Term B Lender, the Borrower and the U.S. Borrower Administrative Agent acknowledge and agree that, with respect to that the Additional Revolving Loan Commitment 2017 Incremental Term B Loans provided by such Additional Revolving Loan Lender pursuant to this Agreement, such Additional Revolving Loan Lender Agreement shall receive constitute an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee increase in the Tranche of Term B Loans and shall be due and payable to such Additional Revolving Loan Lender on the effective date of this Agreement. Each Additional Revolving Loan Lender party to this Agreement, identical to the extent that it is not already a Lender Term B Loans outstanding under the Credit Agreement immediately prior to the funding of the 2017 Incremental Term B Loans (such existing Term B Loans, the “Existing Term B Loans”) and the parties hereto intend to treat the 2017 Incremental Term B Loans and the Existing Term B Loans as fungible for U.S. federal income tax purposes. In accordance with Section 2.15(c) of the Credit Agreement, the 2017 Incremental Term B Loans shall initially take the form of a pro rata increase in each outstanding Borrowing of Existing Term B Loans. The 2017 Incremental Term B Lender (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, thereto and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The effective date of this Agreement shall be , [insert a date on or prior to the 10th Business Day after the date hereof]. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 of the Credit Agreement. Very truly yours, [NAME OF LENDER] By Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Cap.

thereof. Each Additional Extending Revolving Loan Credit Lender also agrees that the Applicable Margin, Commitment Fee Rate and the U.S. Borrower acknowledge and agree that, with respect to the Additional Revolving Loan Commitment provided by such Additional Revolving Loan Lender pursuant to this Agreement, such Additional Revolving Loan Lender shall receive an upfront fee equal to that amount other provisions set forth opposite its name on Annex I attached hereto, which upfront fee hereto shall be due and payable applicable to such Additional its Extending Revolving Loan Lender on the effective date of this AgreementCredit Commitments. Each Additional Extending Revolving Loan Credit Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred delivered pursuant to therein Section 4.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent Agent, the Agents, the Arrangers or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent Agents to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents or any other instrument or document furnished pursuant thereto as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, Agents by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b) prescribed by the Internal Revenue Service of the Credit Agreement United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Loan Documents. The effective date Upon the execution of a counterpart of this Agreement shall be by the Administrative Agent and the Borrower, [insert a date on or prior the delivery to the 10th Business Day after Administrative Agent of a fully executed copy (including by way of counterparts and by fax) hereof and the date hereof]payment of any fees required in connection herewith, each Extending Revolving Credit Lender party hereto shall become (or remain) a Lender pursuant to the Credit Agreement and, to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Loan Documents. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on _____, _____. If you do not so accept this Agreement by such time, our Additional your Extending Revolving Loan Credit Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Loan Documents pursuant to Section 14.11 10.1 of the Credit Agreement. Very truly yours, [NAME OF LENDER] By By: Name: Title: Agreed and Accepted this _____ day of _____, _____: HOST HOTELS & RESORTSPINNACLE ENTERTAINMENT, L.P. By: Host Hotels & ResortsINC., Inc.a Delaware corporation, its General Partner By: Name: Title: DEUTSCHE BARCLAYS BANK AG NEW YORK BRANCHPLC, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Name of Lender: Extending Revolving Credit Commitment: Applicable Margin for Eurodollar Loans: Applicable Margin for Base Rate Loans: Commitment Fee Rate: Other Debt Cash provisions applicable to Extending Revolving Credit Commitments: Reference is made to the Second Amended and Restated Credit Agreement, dated as of December 14, 2005 (as amended and as the same may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, the “Credit Agreement”), among PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement, ▇▇▇▇▇▇ BROTHERS INC. and BEAR, ▇▇▇▇▇▇▇ & Short Term Receivables Perpetual Preferred Common Equity Market CapCO. INC., as joint advisors, joint lead arrangers and joint book runners, BEAR ▇▇▇▇▇▇▇ CORPORATE LENDING INC., as syndication agent, ▇▇▇▇▇ FARGO BANK, N.A., as lead arranger, and ▇▇▇▇▇▇ COMMERCIAL PAPER INC. or its successors or assigns, as administrative agent. Capitalized terms used and not defined herein shall have the meaning set forth in the Credit Agreement. The Assignor identified on Schedule 1 hereto (the “Assignor”) and the Assignee identified on Schedule 1 hereto (the “Assignee”) agree as follows:

thereof. Each Additional Revolving Loan Lender and the U.S. Borrower acknowledge and agree that, with respect to the Additional Revolving Loan Commitment provided by such Additional Revolving Loan Lender pursuant to this Agreement, such Additional Revolving Loan Lender shall receive an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable to such Additional Revolving Loan Lender on On the effective date of this Agreement. Each Additional the increase in the aggregate Revolving Loan Lender party Credit Commitments pursuant to this Agreement, such Section 2.1(b) as set forth in written notice from the Administrative Agent to the extent that it is not already a New Lender, New Lender shall remit to the Administrative Agent in immediately available funds an amount equal to the sum of (i) the New Lender’s Ratable Share of then outstanding Revolving Credit Loans plus (ii) the New Lender’s Ratable Share of any new Revolving Credit Loan being advanced to the Borrower on such effective date. From and after the effective date of the increase in aggregate Revolving Credit Commitments (a) the New Lender shall be responsible to the Administrative Agent for funding its Ratable Share of any Revolving Credit Loan under Section 2 of the Credit Agreement, (i) confirms that it has received whether in response to a copy Loan Request, a demand by PNC Bank for repayment of the Swing Loan, repayment of any Reimbursement Obligation or otherwise; (b) the New Lender shall have a participation interest equal to its Ratable Share of any Letters of Credit Agreement then outstanding or thereafter issued and any Letter of Credit Borrowing then outstanding or thereafter incurred; and (c) the other Credit Documents, together with copies New Lender shall have all of the financial statements referred to therein rights and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become duties of a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents. The New Lender hereby represents and warrants that it has heretofore received a true and correct copy of the Credit Agreement, an original Revolving Credit Note in the amount of its Revolving Credit Commitment and a true and correct copy of each of the other Loan Documents (including any modifications thereof or supplements or waivers thereto) in effect on the date hereof. In furtherance of the foregoing, New Lender shall execute and deliver or cause to be executed and delivered at any time and from time to time such further instruments and documents and do or cause to be done such further acts as are delegated to may be reasonably necessary in the reasonable opinion of the Administrative Agent to carry out more effectively the provisions and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all purposes of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, this Lender Joinder and (v) in the case of each such Additional Revolving Loan Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Assumption Agreement and the other Credit Loan Documents. The effective date of this Agreement shall be , [insert New Lender acknowledges and agrees that a date on or prior to the 10th Business Day after the date hereof]. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery telecopy transmission to the Administrative Agent of a fully executed copy signature pages hereof purporting to be signed on behalf of this Agreement (including New Lender shall constitute effective and binding execution and delivery hereof by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 of the Credit Agreement. Very truly yours, [NAME OF LENDER] By Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market CapNew Lender.

thereof. Each Additional Revolving Loan Lender Incremental Lender, Holdings, the Borrowers and the U.S. Borrower Agent acknowledge and agree that the Incremental Commitments provided pursuant to this Agreement shall constitute Incremental Commitments and, upon the Agreement Effective Date (as hereinafter defined), the Incremental Commitment of each Incremental Lender shall become, or in the case of an existing Lender, shall be added to (and thereafter become a part of), the Commitment of such Incremental Lender. Each Incremental Lender, the Borrowers and the Agent further agree that, with respect to the Additional Revolving Loan Incremental Commitment provided by such Additional Revolving Loan each Incremental Lender pursuant to this Agreement, such Additional Revolving Loan Incremental Lender shall receive an from the Borrowers such upfront fee equal fees and/or other fees, if any, as may be separately agreed to that amount set forth opposite its name on Annex I attached heretoin writing with the Borrowers and acknowledged by the Agent, all of which upfront fee fees shall be due and payable to such Additional Revolving Loan Incremental Lender on the effective date terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions set forth on Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement. Each Additional Revolving Loan Incremental Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is not already a Lender under the Credit Agreementan Eligible Assignee, (iii) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (vvi) in the case of each such Additional Revolving Loan Incremental Lender organized under the laws of that is a jurisdiction outside the United StatesForeign Lender, attaches the applicable forms described referred to in Section 5.04(b3.13(c) of the Credit Agreement. Upon the date of (i) the execution of a counterpart of this Agreement certifying as by each Incremental Lender, the Borrowers, Holdings and each other Loan Party and the Agent, (ii) the delivery to its entitlement the Agent, Holdings and the Borrowers of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 4 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Lender party hereto (i) shall be obligated to a complete exemption from United States withholding taxes with respect to all payments make the Loans provided to be made under by it as provided in this Agreement, and participate in Letters of Credit issued on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit applicable Loan Documents. The effective date Each of this Agreement the Borrowers acknowledges and agrees that (i) it shall be , [insert a date on or prior liable for all Obligations with respect to the 10th Business Day Incremental Commitments provided hereby as provided in the Credit Agreement including, without limitation, all Loans made pursuant thereto, and (ii) all such Obligations (including all such Loans) shall be entitled to the benefits of the respective Security Documents and the Guarantee in accordance with the requirements of the Credit Agreement. Each of the Borrowers acknowledges and agrees that, on the Incremental Commitment Date, (i) the representations and warranties made or deemed made by each Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on the Incremental Commitment Date with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents (other than a change in factual circumstances since the Effective Date, that constitutes a material adverse change in the business, assets, liabilities, financial condition or results of operations of Holdings and its Subsidiaries taken as a whole), and (ii) no Default or Event of Default exists or would exist after giving effect to the date hereof]Incremental Commitment contemplated hereby. Holdings and each Guarantor acknowledge and agree that all Obligations with respect to the Incremental Commitments provided hereby and all Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guarantee as, and to the extent, provided therein and in the Credit Agreement and (ii) be entitled to the benefits of the Loan Documents as, and to the extent, provided therein and in the Credit Agreement. Attached hereto as Annex II are true and correct copies of such officers’ certificates, board of director (or equivalent governing body) resolutions and evidence of good standing (to the extent available under Applicable Law) of the Loan Parties required to be delivered pursuant to clause (iv) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement. Attached hereto as Annex III is a true and correct copy of a certificate executed by an authorized officer of the MG Borrower required to be delivered pursuant to clause (v) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on _____, 20_. If you do not so accept this Agreement by such time, our Additional Revolving Loan Incremental Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Loan Documents pursuant to Section 14.11 13.6 of the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control. Very truly yours, [NAME OF EACH INCREMENTAL LENDER] By Name: Title: Title Agreed and Accepted this [_____] day of [_____, 201_]: HOST HOTELS & RESORTS, L.P. MORGANS GROUP LLC By: Host Hotels & Resorts, Inc., its General Partner Name: Title: BEACH HOTEL ASSOCIATES LLC By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCHTRUST COMPANY AMERICAS, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market CapBy: Name: Title: Each Guarantor acknowledges and agrees to each the foregoing provisions of this Incremental Commitment Agreement and to the incurrence of the Loans to be made pursuant thereto. [EACH GUARANTOR], as a Guarantor By: Name: Title: 1. Name of the Borrowers: Morgans Group LLC and Beach Hotel Associates LLC

thereof. Each Additional Revolving Loan Lender “For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and the U.S. Borrower acknowledge and agree that, deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the Additional Revolving Loan Commitment provided terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such.” and inserting in lieu thereof the following: “For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver, within thirty (30) days of the opening of such Additional Revolving Loan Lender pursuant to this AgreementCollateral Account, such Additional Revolving Loan Lender shall receive an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable a Control Agreement or other appropriate instrument with respect to such Additional Revolving Loan Lender on Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the effective date terms hereunder which Control Agreement may not be terminated without the prior written consent of this AgreementBank. Each Additional Revolving Loan Lender party The provisions of the previous sentence shall not apply to this Agreement(i) Borrower’s accounts at Bank of America ending 6029 and 6045, each disclosed in the Perfection Certificate, solely to the extent that it is the aggregate amount of funds in such accounts (for such accounts measured together) does not already a Lender under exceed Five Hundred Thousand Dollars ($500,000.00) at any time (and, if such aggregate amount exceeds Five Hundred Thousand Dollars ($500,000.00) in the Credit Agreementaggregate at any time, (i) confirms that it has received a copy the provisions of the Credit previous sentence shall apply and a Control Agreement shall be required), and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it willdeposit accounts exclusively used for payroll, independently payroll taxes and without reliance upon the Administrative Agent or any other Lender employee wage and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all benefit payments to be made under or for the Credit Agreement benefit of Borrower’s employees and the other Credit Documents. identified to Bank by ▇▇▇▇▇▇▇▇ as such.” 13 The effective date of this Loan Agreement shall be amended by deleting the following, [insert a date on or prior to the 10th Business Day after the date hereof]. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to appearing as Section 14.11 of the Credit Agreement. Very truly yours, [NAME OF LENDER] By Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Cap6.7 thereof:

thereof. Each Additional Revolving Loan Lender The New Second Lien PIK Notes will be delivered in book-entry form through the facilities of The Depository Trust Company (“DTC”) pursuant to a Securities Settlement Agreement, dated September 20, 2013 (the “Settlement Agreement”), between the Company and Wilmington Trust, National Association, as settlement agent (the “Settlement Agent”), and will be deposited with, or on behalf of DTC, and registered in the name of Cede & Co., as DTC’s nominee. The New Second Lien PIK Notes will be guaranteed (the “Guarantees”) by the Guarantors on the terms set forth in the Indenture. The New Second Lien PIK Notes, the Guarantees and the U.S. Borrower acknowledge obligations of the Company and agree thatthe Guarantors (together, the “Obligors”) under the Indenture will be secured by a second priority lien on the same assets of the Obligors that secure the Existing Second Lien Notes pursuant to collateral documents that are substantially the same as the collateral documents that secure the Existing Second Lien Notes, including a Collateral Agreement, dated as of the Closing Date (including the perfection certificate contemplated thereby, the “Security Agreement”), by and among the Obligors and the Trustee, the final form of which is attached hereto as Appendix A-2, a Trademark Security Agreement, dated as of the Closing Date (the “Trademark Agreement”), by and among certain of the Obligors and the Trustee, the final form of which is attached hereto as ▇▇▇▇▇▇▇▇ ▇-▇, and a Copyright Security Agreement, dated as of the Closing Date (the “Copyright Agreement” and, together with the Security Agreement and the Trademark Agreement and the UCC-1 financing statement for each Obligor to be filed with the applicable office, the “New Second Lien Collateral Documents”), by and among certain of the Obligors and the Trustee, the final form of which is attached hereto as Appendix A-4. In addition, the Obligors have agreed to provide certain account control agreements with respect to deposit accounts consistent with the control agreements that have been entered into with respect to the Additional Revolving Loan Commitment provided by such Additional Revolving Loan Lender pursuant Credit Agreement (as defined below), the First Lien Indenture (as defined below) and the Existing Second Lien Indenture and to this Agreement, such Additional Revolving Loan Lender shall receive provide insurance certificates with appropriate endorsements reflecting the Trustee as an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable to such Additional Revolving Loan Lender on additional insured under the effective date of this Agreement. Each Additional Revolving Loan Lender party to this AgreementCompany’s insurance policies, to the same extent that it is not already a Lender under the Credit Agreement, (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated provided to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit DocumentsExisting Second Lien Trustee. The effective date of this Agreement shall be , [insert a date on or prior to the 10th Business Day after the date hereof]. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy For purposes of this Agreement (including by way of counterparts and by faxi) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 of the “Credit Agreement. Very truly yours” means the Revolving Credit Agreement, [NAME OF LENDER] By Name: Title: Agreed dated as of December 22, 2010, among the Company, the lenders party thereto and Accepted this day of JPMorgan Chase Bank, : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCHN.A., as administrative agent (in such capacity, the “Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market CapAgent”), and (ii) “First Lien Indenture” means the Indenture, dated as of December 1, 2010, between the Company (as successor by merger to AMO Escrow Corporation) and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB, and in such capacity, the “First Lien Trustee”), as trustee and collateral agent, governing the Company’s 11.5% First Lien Senior Secured Notes due 2017 (the “First Lien Notes”).

thereof. Each Additional Revolving Loan Lender Incremental Lender, the Funds Administrator, each Co-Borrower and the U.S. Borrower Administrative Agent acknowledge and agree that the Incremental Commitments provided pursuant to this Agreement shall constitute Incremental Commitments and, upon the Agreement Effective Date (as hereinafter defined), the Incremental Commitment of each Incremental Lender shall become, or in the case of an existing Lender, shall be added to (and thereafter become a part of), the Commitment of such Incremental Lender. Each Incremental Lender, each Co-Borrower and the Administrative Agent further agree that, with respect to the Additional Revolving Loan Incremental Commitment provided by such Additional Revolving Loan each Incremental Lender pursuant to this Agreement, such Additional Revolving Loan Incremental Lender shall receive from the Borrower an upfront incremental lender fee equal to that 0.25% of the aggregate principal amount set forth opposite its name on Annex I attached heretoof such Incremental Lender's Incremental Commitment, all of which upfront fee shall be due and payable to such Additional Revolving Loan Incremental Lender on the effective date Incremental Commitment Date. Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions set forth on Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement. Each Additional Revolving Loan Incremental Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is not already a Lender under the Credit Agreementan Eligible Assignee, (iii) confirms that it has received a copy of the Credit Agreement and the other Credit DocumentsLoan Documents (including the Intercreditor Agreement), together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Security Agent to take such action actions as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent and the Collateral Security Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (vvi) in the case of each such Additional Revolving Loan Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or certificate referred to in the first sentence of Section 5.04(b2.12(e) of the Credit Agreement. Upon the date of (i) the execution of a counterpart of this Agreement certifying by each Incremental Lender, the Administrative Agent and each Co-Borrower, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the delivery to the Administrative Agent of an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the respective Loan Parties, and internal counsel of the Borrower, each as required pursuant to its entitlement clause (iv) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement, (iv) the delivery to a complete exemption from United States withholding taxes with respect the Administrative Agent of officers’ certificates, board of director (or equivalent) resolutions and good standing certificates of the Loan Parties required to all payments be delivered pursuant to clause (v) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement, (v) the delivery to the Administrative Agent of the officer’s certificate of the Borrower required to be delivered pursuant to clause (vii) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement, (vi) the payment of any fees then due and payable in connection herewith and (vii) the satisfaction of any other conditions precedent set forth in Section 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Lender party hereto (x) shall be obligated to make the Revolving Advances provided to be made under by it as provided in this Agreement and participate in the Letters of Credit and Swingline Advances, in each case, on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement and (y) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit applicable Loan Documents. The effective date of this Agreement Each Co-Borrower acknowledges and agrees that (i) it shall be , [insert a date on or prior jointly and severally liable for all Obligations with respect to the 10th Business Day after Incremental Commitments provided hereby as provided in the date hereof]Credit Agreement including, without limitation, all Revolving Advances made pursuant thereto, and (ii) all such Obligations (including all such Revolving Advances) shall be entitled to the benefits of the respective Collateral Documents and guaranties in accordance with the requirements of the Credit Agreement. Each Co-Borrower acknowledges and agrees that all Obligations with respect to the Incremental Commitments provided hereby and all Revolving Advances made pursu­ant thereto shall (i) be fully guaranteed pursuant to the Guarantee and Collateral Agreement as, and to the extent, provided therein and in the Credit Agreement and (ii) be entitled to the benefits of the Loan Documents as, and to the extent, provided therein and in the Credit Agreement. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on February 7, 2012. If you do not so accept this Agreement by such time, our Additional Revolving Loan Incremental Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Loan Documents pursuant to Section 14.11 11.01 of the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control. Very truly yoursyours DEUTSCHE BANK TRUST COMPANY AMERICAS, [NAME OF LENDER] as Incremental Lender By / s / ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President By / s / ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director FLAGSTAR BANK, FSB, as Incremental Lender By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. Title: Senior Vice President Agreed and Accepted this 7th day of February, 2012: HOST HOTELS & RESORTS, L.P. ACCURIDE CORPORATION By: Host Hotels & Resorts/s /▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President DEUTSCHE BANK TRUST COMPANY AMERICAS, Inc.as Administrative Agent By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director Each Co-Borrower acknowledges and agrees to each of the foregoing provisions of this Incremental Commitment Agreement and to the incurrence of the Revolving Advances to be made pursuant thereto. ACCURIDE CUYAHOGA FALLS, INC. ACCURIDE DISTRIBUTING, LLC ACCURIDE EMI, LLC AOT INC. ERIE LAND HOLDING, INC. ▇▇▇▇▇▇▇ HOLDINGS, INC. ▇▇▇▇▇▇▇ SEATING, INC. ▇▇▇▇▇▇▇ SPECIALTY SEATING, INC. BRILLION IRON WORKS, INC. GUNITE CORPORATION IMPERIAL GROUP HOLDING CORP. - 1 IMPERIAL GROUP HOLDING CORP. - 2 JAII MANAGEMENT COMPANY TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC. TRUCK COMPONENTS INC., each as a Co-Borrower By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President ACCURIDE ERIE L.P., as a Co-Borrower By: AKW GENERAL PARTNER L.L.C., as General Partner By: ACCURIDE CORPORATION, as Sole Member By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President ACCURIDE ▇▇▇▇▇▇▇▇▇ LIMITED LIABILITY COMPANY AKW GENERAL PARTNER L.L.C., each as a Co-Borrower By: ACCURIDE CORPORATION, as Sole Member By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President IMPERIAL GROUP, L.P., as a Co-Borrower By: IMPERIAL GROUP HOLDING CORP. –1, its General Partner By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market CapPresident

thereof. Each Additional Incremental Revolving Loan Lender and the U.S. Borrower acknowledge and agree that, with respect agreeing to the Additional provide an Increased Revolving Loan Commitment provided by such Additional Revolving Loan Lender pursuant to this Agreement, such Additional the Borrower and the Administrative Agent acknowledge and agree that the Increased Revolving Loan Lender shall receive an upfront fee equal Commitments provided pursuant to that amount set forth opposite its name on Annex I attached heretothis Agreement shall, which upfront fee shall be due from and payable to such Additional after the Agreement Effective Date (as defined below), constitute “Revolving Loan Lender on Commitments” for all purposes of the effective date of this AgreementCredit Agreement and the other Credit Documents. Each Additional Incremental Revolving Loan Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, Lender and (v) in the case of each such Additional Revolving Loan Lender lending institution organized under the laws of a jurisdiction outside the United StatesStates that is not currently a Lender under the Credit Agreement, attaches has provided the Administrative Agent with the applicable forms described in Section 5.04(b4.04(d) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The Upon the satisfaction of each of the following conditions at or prior to 5:00 p.m. (New York City time) on August 31, 2012 (the date of satisfaction of such conditions, the “Agreement Effective Date”), the Increased Revolving Loan Commitment of each Incremental Revolving Lender party hereto shall become effective date and each Incremental Revolving Lender shall have all rights and obligations of a Revolving Lender pursuant to the Credit Agreement and the other Credit Documents with respect to its Increased Revolving Loan Commitment: (i) the Administrative Agent shall have received an executed counterpart of this Agreement from each Incremental Revolving Lender, the Administrative Agent, the Swingline Lender, the Issuing Lender, the Borrower and each Guarantor and (ii) each of the actions specified on Annex II hereto shall be have been completed. If the conditions set forth in the preceding sentence have not been satisified at or prior to 5:00 p.m. (New York City time) on August 31, [insert a date 2012, this Agreement shall terminate, the Increased Revolving Loan Commitments of the Incremental Revolving Lenders hereunder shall not become effective and none of the parties hereto shall have any further obligations hereunder. The Borrower hereby agrees that on or prior to the 10th Business Day 90 days after the date hereof]Agreement Effective Date (or such longer period of time as the Administrative Agent shall agree in its reasonable discretion), it shall complete the actions specified on Annex III hereto. The Borrower and each Guarantor each hereby: (i) reaffirms all of its obligations under the Credit Documents after giving effect to the effectiveness of the Increased Revolving Loan Commitments provided hereby and the incurrence of any Obligations with respect to the Increased Revolving Loan Commitments provided hereby (including, without limitation, any Loans made pursuant thereto and Letters of Credit issued thereunder) and (ii) acknowledges and agrees that all Obligations under the Increased Revolving Loan Commitments (including any such Loans and Letters of Credit) shall be entitled to the benefits of the Security Documents. Attached hereto as Annex IV are executed resolutions of the Borrower authorizing the incurrence of the Increased Revolving Loan Commitments provided hereunder. The Obligations to be incurred pursuant to the Increased Revolving Loan Commitments provided hereunder are not prohibited by the terms of any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument to which the Borrower or any of its Subsidiaries are party (including any such agreement governing Indebtedness). You may accept this Agreement by signing executing the enclosed copies in the space provided below, and returning one a copy of same to us before the close of business on April 27, 2012. If you do not so accept this Agreement by such time, our Additional Increased Revolving Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully This Agreement may be executed copy of this Agreement (including by way of counterparts and (including by faxfacsimile or email) by the parties hereto. Upon the Agreement Effective Date, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 14.12 of the Credit Agreement (and, for the avoidance of doubt, the provisions of Section 14.08 of the Credit Agreement shall apply to this Agreement). Very truly yours, [NAME OF LENDER] By CITICORP NORTH AMERICA, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President JPMORGAN CHASE BANK, N.A. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Director ROYAL BANK OF CANADA By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Authorized Signatory ▇▇▇▇▇ FARGO BANK, N.A. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director Agreed and Accepted this 24th day of April, 2012: HOST HOTELS & RESORTSVANGUARD HEALTH HOLDING COMPANY II, L.P. LLC By: Host Hotels & Resorts/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Executive Vice President VANGUARD HOLDING COMPANY II, INC. as Guarantor By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Executive Vice President VANGUARD HEALTH HOLDING COMPANY I, LLC as Guarantor By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Executive Vice President VANGUARD HEALTH SYSTEMS, INC. as Guarantor By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Executive Vice President Abrazo Medical Group Urgent Care, LLC BHS Physicians Alliance for ACE, LLC Central Texas Corridor Hospital Company, LLC Hospital Development of West Phoenix, Inc. ▇▇▇▇▇▇▇ Physicians Group, LLC Vanguard Health Financial Company, LLC Vanguard Health Management, Inc. VHS Acquisition Corporation VHS Acquisition Subsidiary Number 1, Inc. VHS Acquisition Subsidiary Number 2, Inc. VHS Acquisition Subsidiary Number 5, Inc. VHS Acquisition Subsidiary Number 7, Inc. VHS Acquisition Subsidiary Number 8, Inc. VHS Acquisition Subsidiary Number 9, Inc. VHS Acquisition Subsidiary Number 10, Inc. VHS Acquisition Subsidiary Number 11, Inc. VHS Acquisition Subsidiary Number 12, Inc. VHS Chicago Market Procurement, LLC VHS Genesis Labs, Inc. VHS Holding Company, Inc. VHS Imaging Centers, Inc. VHS of Anaheim, Inc. VHS of Arrowhead, Inc. VHS of Huntington Beach, Inc. VHS of Illinois, Inc. VHS of Orange County, Inc. VHS of Phoenix, Inc. VHS of South Phoenix, Inc. VHS Outpatient Clinics, Inc. Baptist Medical Management Service Organization, LLC Healthcare Compliance, L.L.C. ▇▇▇▇▇▇▇ Health Providers, Inc. ▇▇▇▇▇▇▇ Management Services, Inc. Pros Temporary Staffing, Inc. Watermark Physician Services, Inc. VHS of Michigan, Inc. VHS Children’s Hospital of Michigan, Inc. as Guarantors By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Executive Vice President VHS Detroit Businesses, Inc. VHS Detroit Receiving Hospital, Inc. VHS Detroit Ventures, Inc. VHS ▇▇▇▇▇▇-▇▇▇▇▇▇ Hospital, Inc. VHS Huron Valley-Sinai Hospital, Inc. VHS Rehabilitation Institute of Michigan, Inc. VHS Sinai-Grace Hospital, Inc. VHS University Laboratories, Inc. VHS Westlake Hospital, Inc. VHS West Suburban Medical Center, Inc. VHS Acquisition Subsidiary Number 4, Inc. Midwest Pharmacies, Inc. VHS Arizona Heart Institute, Inc. VHS Valley Management Company, Inc. as Guarantors By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Executive Vice President VHS San Antonio Partners, LLC, as Guarantor By: VHS Acquisition Subsidiary Number 5, Inc., its General Partner Member By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: DEUTSCHE Executive Vice President BANK AG NEW YORK BRANCHOF AMERICA, N.A., as Administrative Agent By: Agent, Swingline Lender and Issuing Lender By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market CapManaging Director Name of Lender Amount of Increased Revolving Loan Commitment Citicorp North America, Inc. $5,000,000.00 JPMorgan Chase Bank, N.A. $40,000,000.00 Royal Bank of Canada $40,000,000.00 ▇▇▇▇▇ Fargo Bank, N.A. $20,000,000.00

thereof. Each Additional Revolving Loan Lender and the U.S. Borrower acknowledge and agree that the Additional Commitments provided pursuant to this Agreement shall constitute Additional Commitments (as specified in Annex I attached hereto) under, and as defined in, the Credit Agreement. Each Additional Lender and the Borrower further agree that, with respect to the Additional Revolving Loan Commitment Commitments provided by such each Additional Revolving Loan Lender pursuant to this Agreement, such Additional Revolving Loan Lender shall receive an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable to such Additional Revolving Loan Lender on the date on which the Additional Commitments to be made pursuant to this Agreement become effective date of this Agreementin accordance with the terms hereof. Each Additional Revolving Loan Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b4.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon (w) the execution of a counterpart of this Agreement by such Additional Lenders, the Administrative Agent and the Borrowers, (x) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (y) the payment of any fees (including, without limitation, the upfront fees payable pursuant to the immediately preceding paragraph) required in connection herewith and (z) the satisfaction of any other conditions precedent set forth below, each Additional Lender party hereto (i) shall be obligated to provide the Additional Commitments, and make Revolving Loans pursuant to Section 1.01(a) of the Credit Agreement as provided in the Credit Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement, and, to the extent applicable, shall become a Lender pursuant to the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The effective date of this Agreement shall be the date on which (i) the parties hereto execute this Agreement and deliver same to the Administrative Agent at the Notice Office, (ii) all fees required to be paid in connection herewith have been paid and (iii) the conditions precedent set forth on Annex II attached hereto have been satisfied, which date shall be no later than ___ [insert a date on or prior to the 10th 20th Business Day after the date hereof]. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, [NAME OF LENDER] By By: Name: Title: Agreed and Accepted this ___day of , ___: HOST HOTELS & RESORTS, L.P. TRIZEC HOLDINGS OPERATING LLC By: Host Hotels & ResortsTrizec Properties, Inc., its General Partner sole managing member By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCHTRUST COMPANY AMERICAS, as Administrative Agent By: Name: Title: By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Cap[Date] Deutsche Bank Trust Company Americas, as Administrative Agent for the Lenders party to the Amended and Restated Credit Agreement referred to below 90 ▇▇▇▇▇▇ ▇▇▇▇▇▇, 5th Floor Jersey City, NJ 07302 Attention: Real Estate Loan Operation and Each of the Lenders party to the Credit Agreement referred to below This COMPLIANCE CERTIFICATE (this “Certificate”) is delivered pursuant to that certain Amended and Restated Credit Agreement, dated as of October 31, 2005, among Trizec Holdings Operating LLC (the “Borrower”), Trizec Properties, Inc. (“Trizec”), the lenders from time to time party thereto (the “Lenders”) and Deutsche Bank Trust Company Americas, as Administrative Agent (in such capacity, the “Administrative Agent”) (such Credit Agreement, as in effect on the date of this Certificate, being herein called the “Credit Agreement”). Capitalized terms not defined herein shall have the same meanings ascribed thereto in the Credit Agreement.

thereof. Each Additional Revolving Incremental Term Loan Lender Bank and the U.S. Borrower acknowledge and agree that, with respect to the Additional Revolving Incremental Term Loan Commitment provided by such Additional Revolving Incremental Term Loan Lender Bank pursuant to this Agreement, such Additional Revolving Incremental Term Loan Lender Bank shall receive an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable to such Additional Revolving Incremental Term Loan Lender Bank on the effective date of this Agreement. Each Additional Revolving Incremental Term Loan Lender party to this AgreementBank, to the extent that it is not already a Lender Bank under the Credit Agreement, (i) confirms that it is an Eligible Transferee, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender Bank under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a LenderBank, and (vvi) in the case of each such Additional Revolving Incremental Term Loan Lender Bank organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b4.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The Borrower acknowledges and agrees that all Obligations with respect to Incremental Term Loans shall be fully secured pursuant to the Security Documents in accordance with the terms and provisions thereof. Each Guarantor acknowledges and agrees that all Obligations with respect to Incremental Term Loans shall be fully guaranteed pursuant to the relevant Guaranty in accordance with the terms and provisions thereof and shall be fully secured pursuant to the Security Documents in accordance with the terms and provision thereof. The effective date of this Agreement shall be , [insert a the date on or prior which the parties hereto have executed a counterpart of this Agreement and delivered same to the 10th Business Day after Administrative Agent at the date hereof]Notice Office. Incremental Term Loans pursuant to the incremental Term Loan Commitments undertaken pursuant hereto shall be incurred as and subject to the conditions set forth in the definition of Incremental Term Loan Commitment Requirements and the additional conditions set forth in Section 1.15 of the Credit Agreement, including, without limitation, the conditions that (i) all fees required to be paid in connection herewith have been paid and (ii) the conditions precedent set forth in Annex II hereto have been satisfied. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 14.12 of the Credit Agreement. Very truly yours, [NAME OF LENDERBANK] By Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTS, L.P. CONSOLIDATED CONTAINER COMPANY LLC By: Host Hotels & Resorts, Inc., its General Partner Name: Title: [NAMES OF GUARANTORS]1 By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH, TRUST COMPANY AMERICAS as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market CapBy: Name: Title: 1 Insert signature blocks for each Guarantor.

thereof. Each Additional Revolving Loan Incremental Lender, the Borrower and the Administrative Agent acknowledge and agree that the Incremental Commitment(s) provided pursuant to this Agreement shall constitute an Incremental Commitment(s) of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Loans pursuant to such Incremental Commitments, shall constitute Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Lender and the U.S. Borrower acknowledge and further agree that, with respect to the Additional Revolving Loan Incremental Commitment provided by such Additional Revolving Loan Lender it pursuant to this Agreement, such Additional Revolving Loan Incremental Lender shall receive an such upfront fee fees, if any, equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable to such Additional Revolving Loan Incremental Lender upon the Agreement Effective Date (as referred to below) or as otherwise specified in said Annex I. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on the effective date Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement. Each Additional Revolving Loan Incremental Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Credit Documents, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b) prescribed by the Internal Revenue Service of the Credit Agreement United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The effective Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Lenders, the Administrative Agent, the Borrower, and each Guarantor, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of any conditions precedent set forth in Section 8 of Annex I hereto (such date, the "Agreement Effective Date"), each Incremental Lender party hereto (i) shall be obligated to make the Incremental Loans provided to be made by it as provided in this Agreement and/or to increase its Revolving Loan Commitment, [insert a date as provided in this Agreement, in each case, on or prior the terms, and subject to the 10th Business Day after conditions, set forth in the date hereof]Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Commitment(s) provided hereby including, without limitation, any Loans made pursuant thereto and (ii) all such Obligations (including any such Loans) shall be entitled to the benefits of the Security Documents. Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Commitment(s) provided hereby and any Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the respective Guaranty in accordance with the terms and provisions thereof and (ii) be entitled to the benefits of the Security Documents. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on December 2, 2002. If you do not so accept this Agreement by such time, our Additional Revolving Loan Commitments Incremental Commitment(s) set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 13.12 of the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, [NAME OF LENDER] By DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Steven P. Lepham --------------------------------- Name: Steven P. Lepham Title: Director Agreed and Accepted this 2nd day of December, 2002: HOST HOTELS & RESORTSAMERISTAR CASINOS, L.P. INC. By: Host Hotels & Resorts, Inc., its General Partner By: /s/ Gordon R. Kanofsky -------------------------------------- Name: TitleGordon R. Kanofsky ▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇ Vice President DEUTSCHE BANK AG NEW YORK BRANCHTRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), as Administrative Agent By: /s/ Steven P. Lepham -------------------------------------- Name: TitleSteven P. Lepham ▇▇▇▇▇: ▇▇▇▇▇▇▇▇ Each Guarantor acknowledges and agrees to the foregoing provisions of this Incremental Commitment Agreement, specifically including the acknowledgments and agreements made by it pursuant to the eighth paragraph of the Incremental Commitment Agreement. AMERISTAR CASINO VICKSBURG, INC., AMERISTAR CASINO COUNCIL BLUFFS, INC., CACTUS PETE'S, INC., A.C. FOOD SERVICES, INC., AMERISTAR CASINO ST. LOUIS, INC., AMERISTAR CASINO KANSAS CITY, INC., AMERISTAR ST. CHARLES, INC., AMERIST▇▇ ▇▇▇▇NO LAS VEGAS, INC. each as a Guarantor By: /s/ Gordon R. Kanofsky -------------------------------------- Name: Gordon R. Kanofsky ▇▇▇▇▇: ▇▇▇▇ ▇▇▇sident ANNEX I TO INCREMENTAL COMMITMENT AGREEMENT DATED December 2, 2002 TERMS AND CONDITIONS FOR INCREMENTAL COMMITMENT AGREEMENT 1. INCREMENTAL COMMITMENTS Amount of New Term Loan Amount of Amount of A Amount of B Tranche Revolving Term Loan Term Loan (Tranche Loan Name of Incremental Lender Commitment Commitment __) Commitment Upfront Fee ---------------------------- ----------- ------------ ---------- ---------- ----------- Deutsche Bank Trust Company Americas $100,000,000 Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend$100,000,000 N/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short A ----------- ------------ ---------- ---------- ----------- 2. Designation of Tranche of Incremental Term Receivables Perpetual Preferred Common Equity Market CapLoan Commitments (and Incremental Term Loans to be funded thereunder): B Term Loan Tranche.

thereof. Each Additional Revolving Loan Lender Incremental Lender, the Borrower and the U.S. Borrower Administrative Agent acknowledge and agree that the Incremental Commitments provided pursuant to this Agreement shall constitute Incremental Commitments and, upon the Agreement Effective Date (as hereinafter defined), the Incremental Commitment of each Incremental Lender shall become, or in the case of an existing Lender, shall be added to (and thereafter become a part of), the Commitment of such Incremental Lender. Each Incremental Lender, the Borrower and the Administrative Agent further agree that, with respect to the Additional Revolving Loan Incremental Commitment provided by such Additional Revolving Loan each Incremental Lender pursuant to this Agreement, such Additional Revolving Loan Incremental Lender shall receive an from the Borrower such upfront fee equal fees, and/or other fees, if any, as may be separately agreed to that amount set forth opposite its name on Annex I attached heretoin writing with the Borrower and the Administrative Agent, all of which upfront fee fees shall be due and payable to such Additional Revolving Loan Incremental Lender on the effective date terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement. Each Additional Revolving Loan Incremental Lender party to this Agreement, to the extent not already a party to the Revolving Credit Agreement as a Lender thereunder, (i) confirms that it is not already a Lender under the Credit Agreementan Eligible Assignee, (iii) confirms that it has received a copy of the Revolving Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Revolving Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Revolving Credit AgreementAgreement and the other Credit Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Revolving Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Revolving Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (vvi) in the case of each such Additional Revolving Loan Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Certificate Re: Non-Bank Status referred to in Section 5.04(b2.19(d)(ii) of the Revolving Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Revolving Credit Agreement and the other Credit Documents. The effective Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Lender, the Administrative Agent, each Issuing Bank, the Swing Line Lender, the Borrower and each Guarantor Subsidiary, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Lender party hereto (i) shall be obligated to make the Revolving Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Revolving Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Commitments provided hereby including, without limitation, all Revolving Loans made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Pledge and Security Agreement, the other Collateral Documents and the Guaranty. Each Guarantor Subsidiary acknowledges and agrees that all Obligations with respect to the Incremental Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided therein and in the Revolving Credit Agreement and (ii) be entitled to the benefits of the Credit Documents as, and to the extent, provided therein and in the Revolving Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ii) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement certifying that the conditions set forth in clause (i) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). [Attached hereto as Annex III [is an opinion] [are opinions] of [insert a date on name or prior names of counsel, including in-house counsel, who will be delivering opinions], counsel to the 10th Business Day after respective Credit Parties, delivered pursuant to clause (iv) of the date hereof]. definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement.] [Attached hereto as Annex IV are true and correct copies of officers’ certificates, board of director resolutions and good standing certificates of the Credit Parties required, and as requested by the Administrative Agent, to be delivered pursuant to clause (v) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement.] You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Loan Incremental Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 10.5 of the Revolving Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Revolving Credit Agreement, the terms of the Revolving Credit Agreement shall control. Very truly yours, [NAME OF EACH INCREMENTAL LENDER] By Name: Title: Title Agreed and Accepted this day of ,201 : ALLIED SPECIALTY VEHICLES, : HOST HOTELS & RESORTSINC., L.P. By: Host Hotels & Resorts, Inc., its General Partner as Borrower By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt By: Name: Title: [NAME OF EACH ISSUING BANK], as [an] [the] Issuing Bank By: Name: Title: [NAME OF SWING LINE LENDER], as Swing Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market CapLender By: Name: Title: Each Guarantor Subsidiary acknowledges and agrees to each the foregoing provisions of this Incremental Commitment Agreement and to the incurrence of the Revolving Loans to be made pursuant thereto. [EACH GUARANTOR SUBSIDIARY], as a Guarantor Subsidiary By: Name: Title: Dated as of , 201

thereof. Each Additional Revolving Incremental Term Loan Lender Lender, Company and Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to such Incremental Term Loan Commitments, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the U.S. Borrower acknowledge other applicable Loan Documents. Each Incremental Term Loan Lender, Company and Administrative Agent further agree that, with respect to the Additional Revolving Incremental Term Loan Commitment provided by such Additional Revolving each Incremental Term Loan Lender pursuant to this Agreement, such Additional Revolving Incremental Term Loan Lender shall receive an from Company such upfront fee equal fees, unutilized commitment fees and/or other fees, if any, as may be separately agreed to that amount set forth opposite its name on Annex I attached heretoin writing with Company and Administrative Agent, all of which upfront fee fees shall be due and payable to such Additional Revolving Incremental Term Loan Lender on the effective date terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Commitment provided pursuant to this Agreement. Each Additional Revolving Incremental Term Loan Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is not already a Lender under the Credit Agreementan Eligible Assignee, (iii) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, Lender and (vvi) in the case of each such Additional Revolving Incremental Term Loan Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Certificate re Non-Bank Status referred to in Section 5.04(b2.7B(iii) of the Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by Company under the Credit Agreement and the other Credit Loan Documents. The effective Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Term Loan Lender, Administrative Agent, Company and each Subsidiary Guarantor, (ii) the delivery to Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Loan Documents. Company acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, all Incremental Term Loans made pursuant thereto, and (ii) all such Obligations (including all such Incremental Term Loans) shall be entitled to the benefits of the Collateral Documents and the Subsidiary Guaranty to the extent set forth therein. Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and all Incremental Term Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Subsidiary Guaranty to the extent set forth therein and constitute “Guarantied Obligations” thereunder and (ii) be entitled to the benefits of the Loan Documents to the extent set forth therein. Attached hereto as Annex II is the officers’ certificate required to be delivered pursuant to clause (iii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement certifying that the conditions set forth in clauses (i) and (ii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). [Attached hereto as Annex III is each technical amendment, modification and/or supplement to the Collateral Documents required to be delivered pursuant to clause (v) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement.37] Attached hereto as Annex [[III] [IV]] [is an opinion] [are opinions] of [insert a date on name or prior names of counsel, including in-house counsel, who will be delivering opinions], counsel to the 10th Business Day after Loan Parties, delivered as required pursuant to clause (vi) of the date hereofdefinition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. Attached hereto as Annex [[IV] [V]] are officers’ certificates, board of director resolutions and evidence of good standing of Company and each other Loan Party required to be delivered pursuant to clause (vii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. Attached hereto as Annex [[V] [VI]] is evidence demonstrating that the full amount of the Loans to be made under the Incremental Term Loan Commitments (assuming the full utilization thereof) may be incurred without violating the terms of material Indebtedness of Company and its Subsidiaries (including, without limitation, the 2009 Senior Notes) as required to be delivered pursuant to clause (viii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Loan Documents pursuant to Section 14.11 10.6 of the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control. 37 Delete if not applicable. Some states require amendments to Mortgages to cover Incremental Term Loans. Very truly yours, [NAME OF EACH INCREMENTAL TERM LOAN LENDER] By Name: Title: Title Agreed and Accepted this day of , : HOST HOTELS & RESORTSALLIANCE HEALTHCARE SERVICES, L.P. By: Host Hotels & Resorts, Inc., its General Partner INC. By: Name: Title: DEUTSCHE BANK AG NEW YORK CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short By: Name: Title: Each Subsidiary Guarantor acknowledges and agrees to each the foregoing provisions of this Incremental Term Receivables Perpetual Preferred Common Equity Market CapLoan Commitment Agreement and to the incurrence of the Incremental Term Loans to be made pursuant thereto. [EACH SUBSIDIARY GUARANTOR], as a Guarantor By: Name: Title: 1. Name of Borrower: Alliance HealthCare Services, Inc.

thereof. Each Additional Revolving Loan Lender The Incremental Lender, the Borrower and the U.S. Borrower acknowledge Administrative Agent each acknowledges and agree that, with respect to agrees that the Additional Revolving Incremental Term Loan Commitment provided by such Additional Revolving Loan Lender pursuant to this AgreementAgreement shall constitute a “Term Loan” for all purposes of the Credit Agreement and the other applicable Loan Documents. Furthermore, such Additional Revolving each of the parties to this Agreement hereby agrees that (i) the Incremental Term Loan Lender shall receive an upfront fee equal be subject to that amount the terms set forth opposite its name on Annex I attached hereto, which upfront fee (ii) except as otherwise expressly set forth LEGAL02/37925895v4 herein, the Incremental Term Loan shall be due and payable to such Additional Revolving Loan Lender on the effective date of this Agreement. Each Additional Revolving same terms and conditions as the Term Loan Lender party to this Agreement, to the extent that it is not already a Lender A-3 under the Credit Agreement, Agreement and (iii) the Incremental Term Loan shall constitute a “Term Loan A-3” for all purposes of the Credit Agreement and the other applicable Loan Documents. The Incremental Lender hereby (i) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iii) appoints and irrevocably authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein and to exercise such powers under the Credit Agreement and the other Credit Documents to perform such duties as are specifically delegated to or required of the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with thereof and such other powers as are reasonably incidental thereto, thereto and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender. In order to effect the Incremental Term Loan as contemplated hereby, and (v) in the case of each such Additional Revolving Loan Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in party hereto acting pursuant to Section 5.04(b2.24(d) of the Credit Agreement certifying hereby agrees that the Credit Agreement is hereby amended by replacing the amount “$182,580,588.57” in Section 2.9(g)(iii) with “$197,580,588.57”. Upon the date of (i) the execution of a counterpart of this Agreement by the Incremental Lender, the Administrative Agent, the Borrower and each Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other form of electronic transmission permitted under the Credit Agreement) hereof, (iii) the payment of any fees as agreed between Borrower and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. (“STRH”) set forth in paragraph C(b)(i) of that certain Engagement Letter, dated November 14, 2016 by and between Borrower and STRH, and (iv) the satisfaction (or waiver in writing) of any other conditions precedent set forth in Section 5 of Annex I hereto (such date, the “Agreement Effective Date”) the Incremental Lender shall (a) fund the Incremental Term Loan on the terms, and subject to its entitlement to the conditions, set forth in the Credit Agreement and in this Agreement and (b) have all of the rights and obligations of a complete exemption from United States withholding taxes with respect to all payments to be made Lender under the Credit Agreement and the other Loan Documents. As of the Agreement Effective Date, and after giving effect to the transactions contemplated by this Agreement, the aggregate outstanding principal amount of the Term Loans held by each of the Lenders are set forth on Annex II. Each of the Borrower and each Guarantor acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Facility (as defined in the Credit Agreement) created hereunder and (ii) all such Obligations (including the Incremental Term Loan) shall constitute (and be included in the definition of) “Secured Obligations” under the Credit Agreement and be entitled to the benefits of the respective Collateral Documents and the Guaranty Agreement as, and to the extent, provided in the Credit Agreement and in such other Loan Documents. The effective date of this Agreement shall be , [insert a date on or prior to the 10th Business Day after the date hereof]. You Borrower may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us the Incremental Lender and one copy to the Administrative Agent before the close of business on March 21, 2018. If you do the Borrower does not so LEGAL02/37925895v4 accept this Agreement by such time, our Additional Revolving the obligations of the Incremental Lender to provide the Incremental Term Loan Commitments as set forth in this Agreement shall be deemed cancelledcanceled and of no force or effect. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Loan Documents pursuant to Section 14.11 10.2 of the Credit Agreement. LEGAL02/37925895v4 Very truly yours, [NAME BANC OF LENDER] By CALIFORNIA By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: SVP Market Executive Signature Page to Incremental Facility Agreement (March 2018) Agreed and Accepted this day as of , the date first written above: HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCHSUNTRUST BANK, as Administrative Agent Agent, Issuing Bank and Swingline Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash Director Signature Page to Incremental Facility Agreement (March 2018) Agreed and Accepted as of the date first written above: ENCORE CAPITAL GROUP, INC. By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer Signature Page to Incremental Facility Agreement (March 2018) Each Guarantor acknowledges and agrees to each the foregoing provisions of this Incremental Facility Agreement and to the establishment of the Incremental Term Loan and the Obligations incurred related thereto. MIDLAND CREDIT MANAGEMENT, INC. MIDLAND FUNDING LLC MIDLAND PORTFOLIO SERVICES, INC. MIDLAND FUNDING NCC-2 CORPORATION MIDLAND INTERNATIONAL LLC MRC RECEIVABLES CORPORATION ASSET ACCEPTANCE CAPITAL CORP. ASSET ACCEPTANCE, LLC ATLANTIC CREDIT & Short Term Receivables Perpetual Preferred Common Equity Market CapFINANCE, INC. By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ____ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Treasurer MIDLAND INDIA LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ____ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: President ATLANTIC CREDIT & FINANCE SPECIAL FINANCE UNIT, LLC ATLANTIC CREDIT & FINANCE SPECIAL FINANCE UNIT III, LLC By: /s/ ▇▇▇▇ ▇▇▇▇ ____ Name: ▇▇▇▇ ▇▇▇▇ Title: Secretary Signature Page to Incremental Facility Agreement (March 2018)

thereof. Each Additional Revolving Incremental Term Loan Lender Lender, the Borrower and the U.S. Borrower Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to such Incremental Term Loan Commitments, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other applicable Credit Documents. Each Incremental Term Loan Lender, the Borrower and the Administrative Agent further agree that, with respect to the Additional Revolving Incremental Term Loan Commitment provided by such Additional Revolving each Incremental Term Loan Lender pursuant to this Agreement, such Additional Revolving Incremental Term Loan Lender shall receive an from the Borrower such upfront fee equal fees, unutilized commitment fees and/or other fees, if any, as may be separately agreed to that amount set forth opposite its name on Annex I attached heretoin writing with the Borrower and the Incremental Term Loan Lenders, all of which upfront fee fees shall be earned, due and payable to such Additional Revolving Incremental Term Loan Lender on the effective date terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Commitment provided pursuant to this Agreement. Each Additional Revolving Incremental Term Loan Lender party to this Agreement, to the extent that it is not already a Lender under party to the Credit AgreementAgreement as a Lender thereunder, (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Credit Documents, (iii) appoints and irrevocably authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement, the Credit Agreement and the other Credit Documents and any other instruments and agreements referred to therein and to exercise such powers and to perform such duties thereunder as are specifically delegated to or required of the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with thereof and such other powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Incremental Term Loan Lender organized under the laws of a jurisdiction outside the United StatesLender, attaches the applicable forms described and/or certificates referred to in Section 5.04(b) of the Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding or backup withholding taxes (as applicable) with respect to all payments to be made to it under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Term Loan Lender, the Administrative Agent, the Borrower and each Subsidiary Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other form of electronic transmission permitted under the Credit Agreement) hereof, (iii) the payment of any fees then earned, due and payable in connection herewith and (iv) the satisfaction (or waiver in writing) of any other conditions precedent set forth in Section 8 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto (a) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement, and (b) shall have the rights and obligations of a Lender under the Credit Agreement and the other Credit Documents. The effective date of this Agreement Borrower and each Subsidiary Guarantor acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby, including, without limitation, all Incremental Term Loans made pursuant thereto, and (ii) all such Obligations (including all such Incremental Term Loans) shall constitute (and be included in the definition of) “Secured Obligations” and be entitled to the benefits of the respective Security Documents and the Guaranty as, and to the extent, provided in the Credit Agreement and in such other Credit Documents. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (iii) of the definition of “Incremental Commitment Requirements” contained in the Credit Agreement certifying as to compliance with clauses (i) and (ii) of such definition. [Attached hereto as Annex III [is an opinion] [are opinions] of [insert a date on name or prior names of counsel, including in-house counsel, who will be delivering opinions], counsel to the 10th Business Day after respective Credit Parties required to be delivered pursuant to clause (v) of the date hereof]definition of “Incremental Commitment Requirements” contained in the Credit Agreement.]7 7 To the extent reasonably requested by the Administrative Agent. [Attached hereto as Annex IV are true and correct copies of the applicable officers’ certificates, board of directors (or other governing body) resolutions and good standing certificates of the Credit Parties required to be delivered pursuant to clause (vi) of the definition of “Incremental Commitment Requirements” appearing in the Credit Agreement.]8 You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , 20 . If you do not so accept this Agreement by such time, our Additional Revolving Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 13.12 of the Credit Agreement. 8 To the extent reasonably requested by the Administrative Agent. Very truly yours, [NAME OF EACH INCREMENTAL TERM LOAN LENDER] By By: Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTSARC DOCUMENT SOLUTIONS, L.P. By: Host Hotels & Resorts, Inc., its General Partner INC. By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCHJPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short By: Name: Title: Each Subsidiary Guarantor acknowledges and agrees to each of the foregoing provisions of this Incremental Term Receivables Perpetual Preferred Common Equity Market CapLoan Commitment Agreement and to the incurrence of the Incremental Term Loans to be made pursuant thereto. [INSERT SIGNATURE BLOCK FOR SUBSIDIARY GUARANTORS] Dated as of ,

thereof. Each Additional Revolving Loan Lender Borrower shall comply with such repair, service and the U.S. Borrower acknowledge maintenance standards and agree thatschedules as are required to enforce warranty or guaranty claims against Contractor, Operator or subcontractors and any standards imposed by any Insurance Policies in effect with respect to the Additional Revolving Loan Commitment provided by such Additional Revolving Loan Lender Rova I Facility, the Rova II Facility or the Property. Borrower’s review of and comment on the manual of “Facility Procedures” pursuant to this Agreement, such Additional Revolving Loan Lender Section 5.4 of the Operating Contract shall receive an upfront fee equal be conducted subject to that amount set forth opposite its name on Annex I attached heretothe Independent Engineer’s approval, which upfront fee shall not be due and payable unreasonably withheld. Borrower shall promptly inform the Independent Engineer of any material amendment or modifications to “Facility Procedures” proposed by Operator, or any material changes to such Additional Revolving Loan Lender on procedures proposed by Borrower, under Section 5.4 of the effective date of this Agreement. Each Additional Revolving Loan Lender party to this AgreementOperating Contract, with updates as to the extent that it is not already a Lender under status thereof, and shall report to the Credit Agreement, (i) confirms that it has received a copy Independent Engineer the results of the Credit Agreement annual review made of such procedures as contemplated in said section. Until all of the Obligations have been fully discharged, Borrower shall retain any information Operator need no longer retain pursuant to Section 5.17 of the Operating Contract, or cause Operator to continue to retain such information in a reasonable manner. Borrower shall not approve any “Proposed Operating Budget” submitted for approval under Section 7.1 of the Operating Contract until such time as all approvals required under Section 6.9(i) hereof have been obtained for the Rova I Operating Budget and the other Credit DocumentsRova II Operating Budget for the year (or portion thereof) that is the same as the first year (or portion thereof) of such “Proposed Operating Budget”. Borrower shall inform Agent, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Institutional Agent and the Collateral Independent Engineer of any audit (and results thereof) that is conducted at Borrower’s request under Section 7.6 of the Operating Contract and, at Agent or Institutional Agent’s request, cause such audits to take such action as agent on its behalf be conducted to the full extent permitted to Borrower under said Section. Borrower shall promptly notify Agent and Institutional Agent if it has the right to terminate the Operating Contract under Section 18.3 thereof, and only upon the request of Agent, which shall be made only upon instruction of the Majority Lenders, shall Borrower exercise such powers under the Credit Agreement right and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) shall then do so in the case of each such Additional Revolving Loan Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documentsmanner specified by Agent. The effective date of this Agreement shall be , [insert a date on or prior to the 10th Business Day after the date hereof]. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 of the Credit Agreement. Very truly yours, [NAME OF LENDER] By Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Cap134

thereof. Each Additional Revolving Incremental Term Loan Lender, the Borrower and the Lead Arranger acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to such Incremental Term Loan Commitments, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the U.S. Borrower acknowledge and further agree that, with respect to the Additional Revolving Incremental Term Loan Commitment Commitments provided by such Additional Revolving Incremental Term Loan Lender pursuant to this Agreement, such Additional Revolving Incremental Term Loan Lender shall receive an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable to such Additional Revolving Incremental Term Loan Lender on the effective date of this Agreement. as set forth in such Annex I. Each Additional Revolving Incremental Term Loan Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b4.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The effective date Upon the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrower, the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof and, to the extent due pursuant to the terms hereof, the payment of any fees required in connection herewith, each Incremental Term Loan Lender party hereto (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, [insert a date on or prior and subject to the 10th Business Day after conditions, set forth in the date hereof]Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any loans made pursuant thereto and (ii) all such Obligations (including any such loans) shall be entitled to the benefits of the Security Documents. Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and any loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Subsidiaries Guaranty in accordance with the terms and provisions thereof and (ii) be entitled to the benefits of the Security Documents. The Obligations to be incurred pursuant to the Incremental Term Loan Commitments provided hereunder are permitted by, and constitute "Senior Indebtedness" (or any similar term) under, the 9.15% Senior Subordinated Note Documents, the 9-7/8% Senior Subordinated Note Documents, and attached hereto as Annex II are calculations showing that such Obligations are permitted by the terms of the aforementioned documentation. Attached hereto as Annex III is an opinion of _________, counsel to the Borrower, delivered as required pursuant to Section 1.14(b)(iv) of the Credit Agreement. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on __________ __, _____. If you do not so accept this Agreement by such time, our Additional Revolving Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 13.12 of the Credit Agreement. Very truly yours, [NAME NAMES OF LENDERLENDERS] By ------------------------- Name: Title: Agreed and Accepted this ___ day of __________, ____: HOST HOTELS & RESORTSEXTENDED STAY AMERICA, L.P. INC. By: Host Hotels & Resorts, Inc., its General Partner By: ----------------------------- Name: Title: DEUTSCHE THE INDUSTRIAL BANK AG NEW YORK BRANCHOF JAPAN, LIMITED, as Administrative Agent By: ----------------------------- Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Cap[OTHER LENDERS] Exhibit C Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT -------------------------------------------------------------------

thereof. Each Additional Revolving Loan Lender Barclays, the Borrower and the U.S. Borrower Administrative Agent acknowledge and agree that the Incremental Revolving Commitment provided pursuant to this Agreement shall constitute a “Revolving Commitment” for all purposes of the Credit Agreement and the other applicable Loan Documents. Barclays, the Borrower and the Administrative Agent further agree that, with respect to the Additional Revolving Loan Commitment Incremental Facility provided hereby, Barclays shall be entitled to receive from the Borrower such upfront fees as may be separately agreed to in writing between the Borrower and Barclays (in addition to the fees owing by such Additional Revolving Loan Lender the Borrower pursuant to Section 2.14(b) through (d) of the Credit Agreement). Furthermore, each of the parties to this Agreement, such Additional Revolving Loan Lender shall receive an upfront fee equal Agreement hereby agree (i) to that amount the terms set forth opposite its name on Annex I attached heretohereto in respect of the Incremental Facility, which upfront fee (ii) that the Incremental Revolving Commitment, and the Revolving Loans funded thereunder, shall be due and payable to such Additional Revolving Loan Lender on the effective date of this Agreement. Each Additional same terms and conditions as the Revolving Loan Lender party to this Agreement, to the extent that it is not already a Lender Commitments and Revolving Loans under the Credit Agreement, Agreement and (iii) Schedule II-A to the Credit Agreement is hereby amended to add a Revolving Commitment for Barclays in the amount of $20,000,000. Barclays hereby (i) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iii) appoints and irrevocably authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf under this Agreement, the other Loan Documents and any other instruments and agreements referred to therein and to exercise such powers under the Credit Agreement and the other Credit Documents to perform such duties thereunder as are specifically delegated to or required of the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with thereof and such other powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, Lender and (v) in the case of each such Additional Revolving Loan Lender organized under the laws of Barclays is a jurisdiction outside the United StatesForeign Lender, attaches the applicable forms described and/or certificates referred to in Section 5.04(b2.20(g) of the Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from from, or a reduction of, United States withholding taxes with respect to all payments to be made to it by the Borrower under the Credit Agreement and the other Credit DocumentsLoan Documents (except in respect of any U.S. federal withholding Taxes imposed under FATCA). The effective Upon the date of (i) the execution of a counterpart of this Agreement by Barclays, the Administrative Agent, the Borrower and each Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other form of electronic transmission permitted under the Credit Agreement) hereof, (iii) the payment of any fees then earned, due and payable in connection herewith and (iv) the satisfaction (or waiver in writing) of any other conditions precedent set forth in Section 4 of Annex I hereto (such date, the “Agreement Effective Date”), Barclays (a) shall be obligated to fund Revolving Loans provided to be made by it, [insert a date and participate in Letters of Credit and Swingline Loans required to be participated in by it, in each case as provided in this Agreement on or prior the terms, and subject to the 10th Business Day after conditions, set forth in the date hereof]Credit Agreement and in this Agreement, and (b) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Loan Documents. You Each of the Borrower and each Guarantor acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Facility created hereunder and (ii) all such Obligations (including the Revolving Loans) shall constitute (and be included in the definition of) “Secured Obligations” under the Credit Agreement and be entitled to the benefits of the respective Collateral Documents and the Guaranty Agreement as, and to the extent, provided in the Credit Agreement and in such other Loan Documents. Attached hereto as Annex II is the officer’s certificate required pursuant to Section 2.24(a) of the Credit Agreement certifying as to compliance with clauses (i), (ii) and (iii) of such Section and containing the calculations (in reasonable detail) required by such clause (ii) thereof. The Borrower may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us Barclays and one copy to the Administrative Agent before the close of business on December 6, 2012. If you do the Borrower does not so accept this Agreement by such time, our Additional Revolving Loan Commitments the obligations of Barclays to provide the Incremental Facility set forth in this Agreement shall be deemed cancelledcanceled and of no force or effect. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Loan Documents pursuant to Section 14.11 10.2 of the Credit Agreement. Very truly yours, [NAME OF LENDER] By BARCLAYS BANK PLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President Agreed and Accepted this day as of the date first written above: ENCORE CAPITAL GROUP, : HOST HOTELS & RESORTS, L.P. INC. By: Host Hotels & Resorts, Inc., its General Partner By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: DEUTSCHE BANK AG NEW YORK BRANCHExecutive Vice President, Chief Financial Officer and Treasurer Agreed and Accepted as of the date first written above: SUNTRUST BANK, as Administrative Agent Agent, Issuing Bank and Swingline Lender By: /s/ ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇ Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market CapDirector Each Guarantor acknowledges and agrees to each the foregoing provisions of this Incremental Facility Agreement and to the establishment of the Incremental Facility and the Obligations incurred related thereto. MIDLAND CREDIT MANAGEMENT, INC. MIDLAND FUNDING LLC MIDLAND PORTFOLIO SERVICES, INC. MIDLAND FUNDING NCC-2 CORPORATION MIDLAND INTERNATIONAL LLC MRC RECEIVABLES CORPORATION PROPEL ACQUISITION, LLC By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: President MIDLAND INDIA LLC By: /s/ ▇▇▇▇▇ ▇. Syran Name: ▇▇▇▇▇ ▇. Syran Title: President

thereof. Each Additional Revolving Loan Lender and the U.S. Borrower acknowledge and The Parties further agree that, with respect notwithstanding anything to the Additional Revolving Loan Commitment provided by such Additional Revolving Loan Lender pursuant to this contrary contained in the New Participation Agreement, such Additional Revolving Loan Lender shall receive an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable to such Additional Revolving Loan Lender on the effective date of this Agreement. Each Additional Revolving Loan Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent Lease or any other Lender Operative Document, and based on such documents and information except as it otherwise provided in this Section 10, no Party shall deem appropriate be entitled to claim or assert, whether during the Initial Budget Period or at any time thereafter, that any of the timeitems or expenditures reflected in the Annual Capital Budgets (including those relating to Capital Assets or Station Two Improvements) or Annual O&M Budgets that are included in the Initial Period Budgets are to be expended, continue to make its own credit decisions or were expended (a) for operations or maintenance expenses rather than expenditures for Capital Assets or Station Two Improvements as noted in taking or not taking action under the Credit Agreementrelevant budget, (iiib) appoints and authorizes for Capital Assets or Station Two Improvements rather than for operations or maintenance expenses as noted in the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental theretorelevant budget, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (vc) in the case of each such Additional Revolving Loan Lender organized Big Rivers, for Enhancements or Major Capital Improvements, (d) in the case of Big Rivers, for Capital Assets or Station Two Improvements which Big Rivers otherwise has no obligation to fund or contribute under the laws of a jurisdiction outside Operative Documents, or (e) in the United States, attaches the applicable forms described in Section 5.04(b) case of the Credit Agreement certifying LG&E Parties, for Incremental Environmental O&M rather than other operations or maintenance expenses or Capital Assets or Station Two Improvements, as noted in the relevant budget, it being understood by the Parties that Big Rivers, on the one hand, and WKEC and Station Two Subsidiary (and/or any Affiliate of those LG&E Parties to its entitlement to a complete exemption from United States withholding taxes which their funding obligations may be assigned in compliance with respect to all payments to be made under Section 16 of the Credit New Participation Agreement and Section 15 of the Station Two Agreement) on the other Credit Documentshand, shall each fund their respective share of the Annual Capital Budgets (including those relating to Capital Assets or Station Two Improvements) included in the Initial Period Budgets (limited in the case of Big Rivers to the Big Rivers Contribution for the relevant Year or portion thereof in respect of Non-Incremental Capital Costs and ▇▇▇▇▇▇▇▇▇ Non-Incremental Capital Costs which are not for Major Capital Repairs or ▇▇▇▇▇▇▇▇▇ Major Capital Repairs, respectively) without objection, absent their mutual agreement to the contrary. The effective date relevant LG&E Parties agree that any expenditure by them during the Initial Budget Period for an item included in the Initial Period Budgets, in excess of this Agreement the Big Rivers Contribution and up to the Capital Budget Limit for that Year (or portion thereof), shall be , [insert expended by that LG&E Party solely for a date on Capital Asset or prior to Station Two Improvement. In the 10th Business Day after the date hereof]. You may accept this Agreement by signing the enclosed copies event any such item that is included in the space provided belowInitial Period Budgets, and returning one copy of same to us before the close of business on , . If you do not that is so accept this Agreement by such time, our Additional Revolving Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 of the Credit Agreement. Very truly yours, [NAME OF LENDER] By Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Capfunded by

thereof. Each Additional Revolving Loan Lender Bank party to this Agreement acknowledges and agrees that the U.S. Borrower acknowledge Additional Revolving Loan Commitment provided pursuant to this Agreement shall constitute an Additional Revolving Loan Commitment under, and agree as defined in, the Credit Agreement. Each Additional Revolving Loan Bank party to this Agreement further agrees that, with respect to the Additional Revolving Loan Commitment provided by such Additional Revolving Loan Lender it pursuant to this Agreement, such Additional Revolving Loan Lender Bank shall receive an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable to such Additional Revolving Loan Lender on the effective date of this Agreement. Each Additional Revolving Loan Lender Bank party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender Bank under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a LenderBank, and (v) in the case of each such Additional Revolving Loan Lender lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b) prescribed by the Internal Revenue Service of the Credit Agreement United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The effective date Upon the execution of a counterpart of this Agreement shall be by the Administrative Agent and the Borrower, [insert a date on or prior the delivery to the 10th Business Day after Administrative Agent of a fully executed copy (including by way of counterparts and by fax) hereof and the date hereof]payment of any fees (including, without limitation, the upfront fees payable pursuant to the immediately preceding paragraph) required in connection herewith, each Additional Revolving Loan Bank party hereto shall become a Bank pursuant to the Credit Agreement and, to the extent provided in this Agreement, shall have the rights and obligations of a Bank thereunder and under the other Credit Documents. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on ____________, _____. If you do not so accept this Agreement by such time, our Additional Revolving Loan Commitments Commitment set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 13.12 of the Credit Agreement. Very truly yours, [NAME OF LENDERBANK] By By:__________________________ Name: Title: Agreed and Accepted this ___ day of __________, ____: HOST HOTELS & RESORTS, L.P. SUNRISE MEDICAL INC. By: Host Hotels & Resorts, Inc., its General Partner By: :_____________________________ Name: Title: DEUTSCHE BANK AG NEW YORK BRANCHBANKERS TRUST COMPANY, as Administrative Agent By: :_____________________________ Name: Title: ANNEX I TO EXHIBIT C UPFRONT FEES Amount of Additional Name of Bank Revolving Loan Commitment Upfront Fee ------------ ------------------------- ----------- Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Cap__________________ ___________ EXHIBIT D FORM OF LETTER OF CREDIT REQUEST

thereof. The parties to this Agreement agree that this Agreement constitutes an Incremental Amendment pursuant to and in accordance with Section 2.10 of the Credit Agreement. Each Additional Revolving Incremental Term Loan Lender Lender, Holdings, the Borrower (the “Incremental Term Loan Borrower”) and the U.S. Borrower Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to such Incremental Term Loan Commitments, shall constitute Term Loans for all purposes of the Credit Agreement and the other applicable Credit Documents. Each Incremental Term Loan Lender, Holdings, the Incremental Term Loan Borrower and the Administrative Agent further agree that, with respect to the Additional Revolving Incremental Term Loan Commitment provided by such Additional Revolving each Incremental Term Loan Lender pursuant to this Agreement, such Additional Revolving Incremental Term Loan Lender shall receive an from Holdings and/or the Incremental Term Loan Borrower such upfront fee equal fees, unutilized commitment fees and/or other fees, if any, as may be separately agreed to that amount set forth opposite its name on Annex I attached heretoin writing with Holdings and/or the Incremental Term Loan Borrower and acknowledged by the Administrative Agent, all of which upfront fee fees shall be due and payable to such Additional Revolving Incremental Term Loan Lender on the effective date terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Commitment provided pursuant to this Agreement. Pursuant to Section 2.10 of the Credit Agreement, Holdings, the Borrower and the Administrative Agent hereby amend the Credit Agreement as set out in Annex II to this Agreement. Holdings and the Borrower hereby confirm and represent that (i) no Default or Event of Default has occurred and is continuing or would immediately result from the incurrence of Incremental Term Loans on the Agreement Effective Date (as defined below), (ii) on the Agreement Effective Date, all representation and warranties contained in the Credit Agreement and in all other Credit Documents are true and correct in all material respects with the same effect as though such representations had been made on such date (it being understood and agreed that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only on such specified date), and (iii) Holdings is in compliance with the covenants set forth in Sections 8.08 through 8.10 of the Credit Agreement on a Pro Forma Basis for the Test Period ending on September 30, 2010, as more specifically demonstrated by the calculations set forth on Annex III hereto; provided that each Incremental Term Loan Lender and the Administrative Agent acknowledge and agree that in making such calculations, Holdings has used financial information for its fiscal quarter ending on September 30, 2010 that has not, as of the date hereof, been finalized and approved by Holdings’ auditors, and as a result, such information is subject to adjustment. Each Additional Revolving Incremental Term Loan Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein therein, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Credit Documents, (iii) acknowledges and agrees that no fiduciary or advisory relationship between the Administrative Agent and any Incremental Term Loan Lender is intended to be or has been created in respect of any of the transactions contemplated by this Agreement, (iiiiv) acknowledges and agrees that the Administrative Agent, on the one hand, and each Incremental Term Loan Lender on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, and no Incremental Term Loan Lender relies on, any fiduciary duty on the Administrative Agent’s part, (v) acknowledges and agrees that each Incremental Term Loan Lender is capable of evaluating and understanding, and each such Incremental Term Loan Lender understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement, (vi) acknowledges and agrees that the Administrative Agent or any of its Affiliates may have received fees or other compensation from Holdings or any of its Affiliates in connection with this Agreement which may or may not be publicly disclosed and such fees or compensation do not affect any Incremental Term Loan Lender’s independent credit decision to enter into the transactions contemplated by this Agreement, (vii) acknowledges and agrees that notwithstanding that no fiduciary or similar relationship exists between the Administrative Agent and any Incremental Term Loan Lender, each such Incremental Term Loan Lender hereby waives, to the fullest extent permitted by law, any claims it may have against the Administrative Agent or its Affiliates for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Administrative Agent and its Affiliates shall have no liability (whether direct or indirect) to any Incremental Term Loan Lender in respect of such a fiduciary duty claim or to any Person asserting a fiduciary duty claim on behalf of or in right of any Incremental Term Loan Lender, including any such Incremental Term Loan Lender’s stockholders, employees or creditors, (viii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and Agreement, the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, and (ivix) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by it as a Lender. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Term Loan Lender, the Administrative Agent, Holdings, the Incremental Term Loan Borrower and each Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (viv) the satisfaction of any other conditions precedent set forth in Section 6 of Annex I hereto (such date, the case of “Agreement Effective Date”), each such Additional Revolving Incremental Term Loan Lender organized under party hereto (a) shall be obligated to make the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments Incremental Term Loans provided to be made under by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement and (b) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The effective date of this Agreement Incremental Term Loan Borrower acknowledges and agrees that (i) it shall be , [insert a date on or prior liable for all Obligations with respect to the 10th Business Day after Incremental Term Loan Commitments provided hereby, including, without limitation, all Incremental Term Loans made pursuant thereto and (ii) all such Obligations (including all such Incremental Term Loans) shall be entitled to the date hereof]benefits of the Security Documents and each Guaranty. Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and all Incremental Term Loans made pursuant thereto shall (i) be fully guaranteed pursuant to their respective Guaranties as, and to the extent, provided therein and in the Credit Agreement and (ii) be entitled to the benefits of their respective Security Documents as, and to the extent, provided therein and in the Credit Agreement. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on October 21, 2010. If you do not so accept this Agreement by such time, our Additional Revolving Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 13.12 of the Credit Agreement. Very truly yours, [NAME OF LENDER] By CYRUS OPPORTUNITIES FUND II, L.P. By: CYRUS CAPITAL PARTNERS L.P., as Investment Manager By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer CYRUS EUROPE FUND, L.P. By: CYRUS CAPITAL PARTNERS L.P., as Investment Manager By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer CRESCENT 1, L.P. By: CYRUS CAPITAL PARTNERS L.P., as Investment Manager By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer ▇▇▇ FUND, L.P. By: CYRUS CAPITAL PARTNERS L.P., as Investment Manager By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer Agreed and Accepted this 21st day of October, 2010: HOST HOTELS & RESORTS, L.P. ENDEAVOUR INTERNATIONAL CORPORATION By: Host Hotels & Resorts, Inc., its General Partner /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer ENDEAVOUR ENERGY UK LIMITED By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: DEUTSCHE BANK AG NEW YORK BRANCHExecutive Vice President and Chief Financial Officer Agreed and Accepted this ___ day of October, 2010: CYAN PARTNERS, LP, as Administrative Agent By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Authorized Signatory Each Guarantor acknowledges and agrees to each the foregoing provisions of this Agreement and to the incurrence of the Incremental Term Receivables Perpetual Preferred Common Equity Market CapLoans to be made pursuant thereto. ENDEAVOUR INTERNATIONAL CORPORATION, as a Guarantor By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer ENDEAVOUR ENERGY NORTH SEA LLC, as a Guarantor By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President — Finance ENDEAVOUR ENERGY NORTH SEA, L.P., as a Guarantor By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President — Finance ENDEAVOUR OPERATING CORPORATION, as a Guarantor By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer ENDEAVOUR INTERNATIONAL HOLDING B.V., as a Guarantor By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer ENDEAVOUR ENERGY NETHERLANDS B.V., as a Guarantor By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer ENDEAVOUR ENERGY NEW VENTURES INC., as a Guarantor By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer END MANAGEMENT COMPANY, as a Guarantor By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer 1. Name of Incremental Term Loan Borrower: Endeavour Energy UK Limited

thereof. Each Additional Incremental Revolving Lender, the Borrowers and the Administrative Agent acknowledge and agree that the Incremental Revolving Commitments provided pursuant to this Agreement shall constitute Incremental Revolving Commitments and, upon the Agreement Effective Date (as hereinafter defined), the Incremental Revolving Commitment of each Incremental Revolving Lender shall become, or in the case of an existing Revolving Lender, shall be added to (and thereafter become a part of), the Revolving Loan Lender Commitment of such Incremental Revolving Lender. Each Incremental Revolving Lender, the Borrowers and the U.S. Borrower acknowledge and Administrative Agent further agree that, with respect to the Additional Incremental Revolving Loan Commitment provided by such Additional each Incremental Revolving Loan Lender pursuant to this Agreement, such Additional Incremental Revolving Loan Lender shall receive an from Borrowers such upfront fee equal fees, unutilized commitment fees and/or other fees, if any, as may be separately agreed to that amount set forth opposite its name on Annex I attached heretoin writing with Borrowers and acknowledged by the Administrative Agent, all of which upfront fee fees shall be due and payable to such Additional Incremental Revolving Loan Lender on the effective date terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions set forth on Annex I hereto in respect of each Incremental Revolving Commitment provided pursuant to this Agreement. Each Additional Incremental Revolving Loan Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is not already a Lender under the Credit Agreementan Eligible Transferee, (iii) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (v) in the case of each such Additional Incremental Revolving Loan Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described referred to in Section 5.04(b2.17(e) of the Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrowers under the Credit Agreement and the other Credit Loan Documents. The effective Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Revolving Lender, the Administrative Agent, the Borrowers and each Subsidiary Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Revolving Lender party hereto (x) shall be obligated to make the Revolving Loans provided to be made by it as provided in this Agreement on the terms, [insert a date on or prior and subject to the 10th Business Day after conditions, set forth in the date hereof]Credit Agreement and in this Agreement and (y) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Loan Documents. Each Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Revolving Commitments provided hereby including, without limitation, all Revolving Loans made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Security Documents. Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Revolving Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guarantee Agreement as, and to the extent, provided in the Credit Agreement and (ii) be entitled to the benefits of the Loan Documents as, and to the extent, provided therein and in the Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement certifying that the conditions set forth in clause (i) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1.1 of the Credit Agreement have been satisfied. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on [ , 20 ]. If you do not so accept this Agreement by such time, our Additional Incremental Revolving Loan Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Loan Documents pursuant to Section 14.11 11.1 of the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control. Very truly yours, [NAME OF EACH INCREMENTAL REVOLVING LENDER] By By: Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTSGENON ENERGY, L.P. ByINC., as a Borrower BY: Host Hotels & ResortsName: Title: GENON AMERICAS, Inc.INC., its General Partner as a Borrower BY: Name: Title: JPMORGAN CHASE BANK, N.A., as Administrative Agent BY: Name: Title: Each Guarantor acknowledges and agrees to each the foregoing provisions of this Incremental Revolving Commitment Agreement and to the incurrence of the Revolving Loans to be made pursuant thereto. [EACH GUARANTOR], as a Guarantor By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCHDated as of , as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Cap1. Name of the Borrowers:

thereof. Each Additional Revolving Loan Incremental Term Lender and the U.S. Borrower acknowledge and agree that, with respect to that the Additional Revolving Loan Commitment Incremental Term Commitments provided by such Additional Revolving Loan Lender pursuant to this Agreement, such Additional Revolving Loan Lender Agreement shall receive an upfront fee equal to that amount set forth opposite its name on constitute either Incremental B Term Commitments or Incremental C Term Commitments (as specified in Annex I attached hereto) under, which upfront fee shall be due and payable to such Additional Revolving Loan Lender on as defined in, the effective date of this Credit Agreement. Each Additional Revolving Incremental Term Lender and the Borrower further agree that (i) the maturity date, interest rate provisions (other than the interest rate margins which may be as specified on Annex I hereto) and scheduled amortizations applicable to each Incremental Term Loan to be made available pursuant to its relevant Incremental Term Commitment provided pursuant to this Agreement are set forth in the relevant provisions of the Credit Agreement, (ii) the up-front fees payable in respect of the Incremental Term Commitment(s) provided by it pursuant to this Agreement shall be as set forth in Annex I to this Agreement and (iii) the "Applicable Base Rate Margin", the "Applicable Eurodollar Margin" and the "Voluntary Prepayment Premium Percentage" applicable to the respective Incremental Term Loans to be made available pursuant to its Incremental Term Commitments provided pursuant to this Agreement shall be as set forth in Annex I to this Agreement (subject, however, to the limitations and requirements of Section 1.14 of the Credit Agreement). Each Incremental Term Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b3.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The effective date Upon the execution of a counterpart of this Agreement by such Incremental Term Lenders, the Administrative Agent and the Borrower, the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof and the payment of any fees (including, without limitation, the upfront fees payable pursuant to the immediately preceding paragraph and the administrative fee payable to the Administrative Agent pursuant to Section 1.14(b)(ii) of the Credit Agreement) required in connection herewith, each Incremental Term Lender party hereto (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, [insert a date on or prior and subject to the 10th Business Day conditions, set forth in the Credit Agreement, and, to the extent applicable, shall become a Lender pursuant to the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Borrower acknowledges and agrees that all Obligations with respect to the Incremental Term Loans to be made available to the Borrower shall be fully secured pursuant to the Pledge Agreement in accordance with the terms and provisions thereof. Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loans shall be fully guaranteed pursuant to the Subsidiary Guaranty in accordance with the terms and provisions thereof and shall be fully secured pursuant to the Pledge Agreement in accordance with the terms and provision thereof. This Agreement shall become effective as of the date (the "Agreement Effective Date") when (i) the Borrower, each Subsidiary Guarantor, each Incremental Term Lender and the Administrative Agent shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent at the Notice Office, (ii) each condition set forth in Section 1.14 of the Credit Agreement shall have been satisfied and (iii) the Borrower shall have paid to each Incremental Term Lender the upfront fee set forth on Annex I. From and after the date hereof]Agreement Effective Date, all references in the Credit Agreement and the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as supplemented hereby. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on __________ __, _____. If you do not so accept this Agreement by such time, our Additional Revolving Loan Incremental Term Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 11.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, [NAME NAMES OF LENDERINCREMENTAL TERM LENDERS] By ---------------------------------------- Name: Title: Agreed and Accepted this ___ day of __________, ____: HOST HOTELS & RESORTSFAIRPOINT COMMUNICATIONS, L.P. INC. (f/k/a MJD Communications, Inc.) By: Host Hotels & Resorts, Inc., its General Partner By: ------------------------------ Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH[NAMES OF SUBSIDIARY GUARANTORS] By: ------------------------------ Name: Title: Agreed and Accepted by: BANKERS TRUST COMPANY, as Administrative Agent By: ------------------------------ Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market CapANNEX I to EXHIBIT L TERMS AND CONDITIONS FOR INCREMENETAL TERM LOAN COMMITMENT AGREEMENT

thereof. Each Additional Revolving Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrower and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the U.S. Borrower acknowledge and further agree that, with respect to the Additional Revolving Incremental Term Loan Commitment Commitments provided by such Additional Revolving each Incremental Term Loan Lender pursuant to this Agreement, such Additional Revolving each Incremental Term Loan Lender shall receive an such upfront fee equal to that amount set forth opposite its name on fees, if any, as are specified in Annex I attached hereto, which upfront fee fees shall be due and payable to such Additional Revolving each Incremental Term Loan Lender on upon the effective date of this Agreement. Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Additional Revolving Incremental Term Loan Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The effective Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrower, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of any conditions precedent set forth in Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, [insert a any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date on or prior specified in Annex I attached hereto. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the 10th Business Day after Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto and (ii) all such Obligations (including any such Term Loans) shall be entitled to the date hereof]benefits of the Security Documents. You The Borrower may accept this Agreement by signing executing the enclosed copies in the space provided below, and returning one a copy of same to us before the close of business on , . If you do the Borrower does not so accept this Agreement by such time, our Additional Revolving Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelledexpire and have no further force and effect (for the avoidance of doubt, without affect or reducing, or constituting a usage of, amounts available under Section 2.15(a)(v) of the credit agreement). After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 13.12 of the Credit Agreement. Very truly yours, [NAME NAMES OF LENDERLENDERS] By By: Name: Title: [OTHER INCREMENTAL TERM LOAN LENDERS] Agreed and Accepted this day of , : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner ▇▇▇▇▇▇ ▇▇ ACQUISITION CORPORATION By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCHJPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Cap:

thereof. Each Additional Incremental Lender, the Borrower and the Administrative Agent acknowledge and agree that the Incremental Commitments provided pursuant to this Agreement shall constitute Incremental Commitments and, upon the Agreement Effective Date (as hereinafter defined), the Incremental Commitment of each Incremental Lender shall become, or in the case of an existing Lender, shall be added to (and thereafter become a part of), the Revolving Loan Lender Commitment of such Incremental Lender. Each Incremental Lender, the Borrower and the U.S. Borrower acknowledge and Administrative Agent further agree that, with respect to the Additional Revolving Loan Incremental Commitment provided by such Additional Revolving Loan each Incremental Lender pursuant to this Agreement, such Additional Revolving Loan Incremental Lender shall receive an from Borrower such upfront fee equal fees, unutilized commitment fees and/or other fees, if any, as may be separately agreed to that amount set forth opposite its name on Annex I attached heretoin writing by the Borrower and such Incremental Lender, all of which upfront fee fees shall be due and payable to such Additional Revolving Loan Incremental Lender on the effective date terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement. Each Additional Revolving Loan Incremental Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is not already a Lender under the Credit Agreementan Eligible Transferee, (iii) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Credit Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Section 5.04(b)(ii) Certificate referred to in Section 5.04(b) of the Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Credit Agreement and the other Credit Documents. The effective Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Lender, the Administrative Agent, the Borrower and each Subsidiary Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Lender party hereto (i) shall be obligated to make the Revolving Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The Borrower acknowledge and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Commitments provided hereby including, without limitation, all Revolving Loans made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Security Documents and the Subsidiaries Guaranty. Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Subsidiaries Guaranty as, and to the extent, provided therein and in the Credit Agreement and (ii) be entitled to the benefits of the Credit Documents as, and to the extent, provided therein and in the Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (v) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement certifying that the conditions set forth in clauses (t) and (u) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). Attached hereto as Annex III [is an opinion] [are opinions] of [insert a date on name or prior names of counsel, including in-house counsel, who will be delivering opinions], counsel to the 10th Business Day after respective Credit Parties, delivered as required pursuant to clause (x) of the date hereof]definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement. Attached hereto as Annex IV are true and correct copies of officers’ certificates, board of director resolutions and good standing certificates of the Credit Parties required to be delivered pursuant to clause (y) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1.01 of the Credit Agreement. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on ____________, ___. If you do not so accept this Agreement by such time, our Additional Revolving Loan Incremental Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 13.13 of the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control. Very truly yours, [NAME OF EACH INCREMENTAL LENDER] By By: Name: Title Agreed and Accepted this ___day of _______________, ___: SHUFFLE MASTER, INC. Name: Title: Agreed and Accepted this day of , DEUTSCHE BANK TRUST COMPANY AMERICAS as Administrative Agent Name: HOST HOTELS & RESORTS, L.P. ByTitle: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH, Each Subsidiary Guarantor acknowledges and agrees to each the foregoing provisions of this Incremental Commitment Agreement and to the incurrence of the Revolving Loans to be made pursuant thereto. [EACH SUBSIDIARY GUARANTOR] as Administrative Agent By: a Guarantor Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Cap:

thereof. Each Additional Revolving Incremental Term Loan Lender acknowledges and agrees that the U.S. Borrower acknowledge Incremental Term Loan Commitments provided pursuant to this Agreement, in the aggregate amount for the Class of Incremental Term Loan Commitments as set forth on Annex I hereto ("Class"), shall constitute Incremental Term Loan Commitments of such Class (as specified in said Annex I) under, and agree as defined in, the Credit Agreement. Each Incremental Term Loan Lender agrees that, with respect to the Additional Revolving Incremental Term Loan Commitment Commitments of the Class provided by such Additional Revolving Loan Lender it pursuant to this Agreement, such Additional Revolving Loan Lender the Applicable Rate, Maturity Date or Dates, additional limitations on prepayments, if any, additional conditions precedent and fees for Incremental Term Loans of the Class shall receive an upfront fee equal to that amount be as set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable to such Additional Revolving Loan Lender on the effective date of this Agreement. Each Additional Revolving Incremental Term Loan Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a an Incremental Term Loan Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent, Documentation Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Documentation Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Documentation Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a an Incremental Term Loan Lender, and (v) in the case of each such Additional Revolving Loan Lender lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b) prescribed by the Internal Revenue Service of the Credit Agreement United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The effective date Upon the execution of a counterpart of this Agreement shall be by the Administrative Agent, [insert a date on or prior the Documentation Agent and the United States Borrower, the delivery to the 10th Business Day after Administrative Agent of a fully executed copy (including by way of counterparts and by fax) hereof and the date hereof]payment of any fees (including, without limitation, fees payable pursuant to the immediately preceding paragraph) required in connection herewith and which are then due and payable, each Incremental Term Loan Lender party hereto shall become an Incremental Term Loan Lender pursuant to the Credit Agreement and, to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving your Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 10.02 of the Credit Agreement. Very truly yours, [NAME OF LENDER] By By: Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner UNIVISION COMMUNICATIONS INC. By: Name: Title: DEUTSCHE UNIVISION OF PUERTO RICO INC. By: Name: Title: THE CHASE MANHATTAN BANK AG NEW YORK BRANCH, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short BNP PARIBAS, as Documentation Agent By: Name: Title: By: Name: Title: Each of the undersigned Subsidiary Guarantors hereby acknowledge and agree that the Incremental Term Receivables Perpetual Preferred Common Equity Market CapLoan incurred as contemplated by this Agreement constitutes "Guaranteed Obligations" under the Subsidiary Guaranty and that the Subsidiary Guaranty, and its obligations thereunder remain in full force and effect.1 [NAME OF SUBSIDIARY GUARANTOR] By: Name: Title: Not required if Guarantee Release conditions are satisfied. ANNEX I TO EXHIBIT D ANNEX FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT CLASS [ ] ("the "CLASS")

thereof. Each Additional Revolving Loan Lender All “Loans” made and “Obligations” incurred under the U.S. Borrower acknowledge Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Loans and agree that, with respect to the Additional Revolving Loan Commitment provided by such Additional Revolving Loan Lender pursuant to this Agreement, such Additional Revolving Loan Lender shall receive an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee Obligations under (and shall be due and payable to such Additional Revolving Loan Lender on governed by the effective date of terms of) this Agreement. Each Additional Revolving Loan Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit AgreementLoan Documents, (iib) agrees that it will, independently and without reliance upon the Administrative Agent all obligations constituting “Obligations” owed to any Lender or any other Affiliate of any Lender and based which are outstanding on such documents and information the Restatement Effective Date shall continue as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action Obligations under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit this Agreement and the other Credit Documents as are delegated to Loan Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s Revolving Credit Exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the Collateral Agentoutstanding aggregate Revolving Credit Exposures on the Restatement Effective Date and (e) the Borrowers hereby agree to compensate each Lender for any and all losses, as costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loans (including the “Eurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case may be, by on the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The effective date of this Agreement shall be , [insert a date on or prior to the 10th Business Day after the date hereof]. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Loan Commitments manner set forth in this Agreement shall be deemed cancelled. After Section 2.16 hereof (unless waived by any Lender with Revolving Credit Exposure under the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 of the Existing Credit Agreement. Very truly yours, [NAME OF LENDER] By Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc., its General Partner By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: Name: Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Cap).

thereof. Each Additional Revolving Incremental Second-Lien Term Loan Lender Lender, the Borrower and the U.S. Borrower Administrative Agent acknowledge and agree that, with respect that (i) upon the incurrence of Incremental Second-Lien Term Loans pursuant to the Additional Revolving Incremental Second-Lien Term Loan Commitments hereunder, such Incremental Second-Lien Term Loans shall (x) constitute Incremental Second-Lien Term Loans for the purposes of Section 2.24(a) of the Credit Agreement and the relevant basket for the incurrence of additional Incremental Second-Lien Term Loans thereunder (the availability of which shall be deemed to be reduced from $50,000,000 to $0) and (y) be deemed to be Second-Lien Term Loans for all other purposes (including, without limitation, for the purposes of Section 2.12) of the Credit Agreement and the other applicable Loan Documents, (ii) for the purposes of computing interest pursuant to Section 2.06(d) of the Credit Agreement, the Borrowing of the Incremental Second-Lien Term Loans shall be deemed to have occurred on the First Amendment Effective Date, (iii) on the first Interest Payment Date occurring after the Agreement Effective Date, the Borrower shall be refunded in cash an amount equal to the aggregate amount of interest accrued on the Incremental Second-Lien Term Loans from the First Amendment Effective Date through the Agreement Effective Date and (iv) this Agreement shall constitute an “Incremental Amendment” under, and as defined in, the Credit Agreement for all purposes of the Credit Agreement and the other applicable Loan Documents. Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions set forth on Annex I hereto in respect of each Incremental Second-Lien Term Loan Commitment provided by such Additional Revolving Loan Lender pursuant to this Agreement, such Additional Revolving Loan Lender shall receive an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable to such Additional Revolving Loan Lender on the effective date of this Agreement. Each Additional Revolving Incremental Second-Lien Term Loan Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is not already an Eligible Assignee and represents and warrants that it is a Lender “Qualified Institutional Buyer” as such term is defined in Rule 144A promulgated under the Credit AgreementSecurities Act, (iii) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent Agents to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent and the Collateral AgentAgents, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (vvi) in the case of each such Additional Revolving Incremental Second-Lien Term Loan Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Non-Bank Certificate referred to in Section 5.04(b2.20(e) of the Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Credit Agreement and the other Loan Documents. Upon the date (such date, the “Agreement Effective Date”) of (i) the execution of a counterpart of this Agreement by each Incremental Second-Lien Term Loan Lender, the Administrative Agent, the Borrower, Holdings and each Subsidiary Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith, (iv) the receipt by the Administrative Agent of a certificate from a Responsible Officer of the Borrower certifying that the conditions set forth in Section 4.01 of the Credit Agreement have been satisfied and that there have been no changes to any of the certificates of incorporation or formation or the bylaws or operating agreements of any Loan Party since the First Amendment Effective Date, (v) the receipt by the Administrative Agent of an opinion from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, New York counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and the Incremental Second-Lien Term Loan Lenders, and dated the Agreement Effective Date covering such matters relating to the enforceability of this Agreement and (vi) the payment by the Borrower to the Administrative Agent for the ratable benefit of each Incremental Second-Lien Term Loan Lender an upfront fee in the amount of 7% of the aggregate principal amount of all Incremental Second-Lien Term Loans to be made by the Incremental Second-Lien Lenders on the Agreement Effective Date, each Incremental Second-Lien Term Loan Lender party hereto (x) shall be obligated to make the Incremental Second-Lien Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement and (y) to the extent provided in this Agreement, shall have the rights and obligations of a Second-Lien Lender thereunder and under the other applicable Loan Documents. The effective date of this Agreement Borrower acknowledges and agrees that (i) it shall be , [insert a date on or prior liable for all Obligations with respect to the 10th Business Day after Incremental Second-Lien Term Loan Commitments provided hereby including, without limitation, all Incremental Second-Lien Term Loans made pursuant hereto, and (ii) all such Obligations (including all such Incremental Second-Lien Term Loans) shall be entitled to the date hereof]benefits of the respective Security Documents, including, without limitation, the Guarantee and Collateral Agreement. Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Second-Lien Term Loan Commitments provided hereby and all Incremental Second-Lien Term Loans made pursuant hereto shall (i) be fully guaranteed pursuant to the Guarantee and Collateral Agreement as, and to the extent, provided therein and in the Credit Agreement and (ii) be entitled to the benefits of the Loan Documents as, and to the extent, provided therein and in the Credit Agreement. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of the same to us before the close of business on August 11, 2009. If you do not so accept this Agreement by such time, our Additional Revolving Incremental Second-Lien Term Loan Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by faxfacsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Loan Documents pursuant to Section 14.11 9.08 of the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control. Very truly yours, [NAME OF LENDER] DEUTSCHE BANK AG NEW YORK BRANCH, as an Incremental Second-Lien Term Loan Lender By /s/ ▇▇▇▇ ▇’▇▇▇▇▇ Name: ▇▇▇▇ ▇’▇▇▇▇▇ Title: Director By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President Agreed and Accepted this day as of the date first written above: WINDY CITY INVESTMENTS, : HOST HOTELS & RESORTS, L.P. INC. By: Host Hotels & Resorts/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President NUVEEN INVESTMENTS, Inc., its General Partner INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: /s/ ▇▇▇▇ ▇’▇▇▇▇▇ Name: ▇▇▇▇ ▇’▇▇▇▇▇ Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted DividendDirector By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President Each Guarantor acknowledges and agrees to each of the foregoing provisions of this Incremental Second-Lien Term Loan Commitment Agreement and to the incurrence of the Incremental Second-Lien Term Loans to be made pursuant hereto. NUVEEN INVESTMENTS INSTITUTIONAL SERVICES GROUP LLC, as a Guarantor By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President NUVEEN INVESTMENTS HOLDINGS, INC., as a Guarantor By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President NUVEEN ASSET MANAGEMENT, as a Guarantor By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President NUVEEN INVESTMENTS ADVISERS INC., as a Guarantor By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President NUVEEN INVESTMENT SOLUTIONS, INC. (F/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash K/A ▇▇▇▇▇▇▇▇ & Short Term Receivables Perpetual Preferred Common Equity Market Cap▇▇▇▇▇▇▇, INC.), as a Guarantor By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President NUVEEN HYDEPARK GROUP, LLC, as a Guarantor By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President SYMPHONY ASSET MANAGEMENT LLC, as a Guarantor By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President SANTA ▇▇▇▇▇▇▇ ASSET MANAGEMENT, LLC, as a Guarantor By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President NWQ INVESTMENT MANAGEMENT COMPANY, LLC, as a Guarantor By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President NWQ HOLDINGS, LLC, as a Guarantor By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President TRADEWINDS GLOBAL INVESTORS, LLC, as a Guarantor By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC., as a Guarantor By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇▇▇▇▇▇ ASSET MANAGEMENT, INC., as a Guarantor By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President 1. Name of Borrower: Nuveen Investments, Inc.

thereof. Each Additional The Extending Revolving Loan Commitments and the Non-Extending Revolving Loan Commitments of the Lenders as of the effective date hereof shall be set forth on Schedule I attached hereto, which Schedule shall replace Schedule I to the Credit Agreement in its entirety. The Borrower agrees to pay to each Extending Revolving Loan Lender and the U.S. Borrower acknowledge and agree that, with respect to the Additional Extending Revolving Loan Commitment Commitments provided by such Additional Revolving Loan Lender pursuant to this Agreement, such Additional Agreement and set forth opposite each Extending Revolving Loan Lender shall receive Lender’s name on Annex I hereto, an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto0.60% of such Extending Revolving Loan Commitment, which such upfront fee shall to be due and payable to such Additional Revolving Loan Lender on the effective date of this Agreementhereof. The Applicable Margin and Applicable Commitment Commission Percentage set forth on Annex I hereto shall apply to the Extending Revolving Loans and/or Extending Commitment Commissions. Each Additional Extending Revolving Loan Lender party to this Agreement, to the extent that it is not already a Lender under the Credit Agreement, Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b) prescribed by the Internal Revenue Service of the Credit Agreement United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The effective date Upon the execution of a counterpart of this Agreement shall be by the Administrative Agent and the Borrower, [insert a date on or prior the delivery to the 10th Business Day after Administrative Agent of a fully executed copy (including by way of counterparts and by fax) hereof and the date payment of any fees (including, without limitation, the upfront fees payable pursuant to the third paragraph hereof]) required in connection herewith, each Extending Revolving Loan Lender party hereto shall become (or remain) a Lender pursuant to the Credit Agreement and, to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business 12:00 noon on November 12, 2009. If you do not so accept this Agreement by such time, our Additional your Extending Revolving Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 14.11 13.12 of the Credit Agreement. Very truly yours, [NAME OF LENDER] ▇▇▇▇▇ FARGO BANK By Name: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President WACHOVIA BANK, N.A By /s/ G. ▇▇▇ ▇▇▇▇▇▇, ▇▇. Title: Vice President BANK OF AMERICA, N.A By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President ▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL CORPORATION By /s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇ Title: Vice President UBS LOAN FINANCE LLC By /s/ ▇▇▇▇ ▇. ▇▇▇▇ Title: Associate Director By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Associate Director DEUTSCHE BANK TRUST COMPANY AMERICAS By /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Title: Managing Director By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director U.S. BANK N.A. By /s/ ▇▇▇▇▇ ▇▇▇▇▇ Title: Assistant Vice President COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By /s/ ▇▇▇▇▇ Wesemeier Title: Assistant Vice President By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Assistant Treasurer CALYON NEW YORK BRANCH By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Managing Director By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director COMERICA BANK By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Assistant Vice President CAPITAL ONE, N.A. By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK, FSB By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Senior Vice President SUMITOMO MITSUI BANKING CORPORATION By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: General Manager ALLIED IRISH BANKS, PLC By /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By /s/ ▇▇▇▇▇ ▇▇▇▇▇ Title: Assistant Vice President Agreed and Accepted this 17th day of November, 2009: HOST HOTELS & RESORTSAMERISTAR CASINOS, L.P. INC. By: Host Hotels & Resorts, Inc., its General Partner By: Name: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Senior Vice President & Chief Financial Officer DEUTSCHE BANK AG NEW YORK BRANCHTRUST COMPANY AMERICAS, as Administrative Agent By: Name: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Total Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Debt Mortgage Debt Bond Debt Line Debt Other Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market CapDirector By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President