Credit And Guarantee Agreement Sample Contracts

Kraton Performance Polymers Inc – Sixth Amendment to Credit and Guarantee Agreement (May 29th, 2018)

SIXTH AMENDMENT TO CREDIT AND GUARANTEE AGREEMENT (this "Agreement" or the "Amendment"), dated as of May 24, 2018, relating to the Credit and Guarantee Agreement, dated as of January 6, 2016 (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement" and the Existing Credit Agreement as modified by this Amendment, the "Amended Credit Agreement"), among Kraton Polymers LLC, a Delaware limited liability company (the "U.S. Borrower"), Kraton Polymers Holdings B.V., a besloten vennootschap met beperkte aansprakelijkheid (a private limited liability company) organized under the laws of the Netherlands, having its official seat (statutaire zetel) in The Hague, the Netherlands, and registered with the Dutch trade register under number 27182100 (the "Euro Borrower" and, together with the U.S. Borrower, the "Borrowers"), Kraton Corporation (formerly Kraton Performance Polymers, Inc.), a Delaw

Kraton Performance Polymers Inc – Seventh Amendment to Credit and Guarantee Agreement (May 29th, 2018)

SEVENTH AMENDMENT TO CREDIT AND GUARANTEE AGREEMENT (this "Agreement" or the "Amendment"), dated as of May 24, 2018, relating to the Credit and Guarantee Agreement, dated as of January 6, 2016 (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement" and the Existing Credit Agreement as modified by this Amendment and the Sixth Amendment (as defined below), the "Amended Credit Agreement"), among Kraton Polymers LLC, a Delaware limited liability company (the "U.S. Borrower"), Kraton Polymers Holdings B.V., a besloten vennootschap met beperkte aansprakelijkheid (a private limited liability company) organized under the laws of the Netherlands, having its official seat (statutaire zetel) in The Hague, the Netherlands, and registered with the Dutch trade register under number 27182100 (the "Euro Borrower" and, together with the U.S. Borrower, the "Borrowers"), Kraton Corporation (formerl

Kraton Performance Polymers Inc – Fifth Amendment to Credit and Guarantee Agreement (March 12th, 2018)

FIFTH AMENDMENT TO CREDIT AND GUARANTEE AGREEMENT (this "Agreement" or the "Amendment"), dated as of March 8, 2018, relating to the Credit and Guarantee Agreement, dated as of January 6, 2016 (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement" and the Existing Credit Agreement as modified by this Amendment, the "Amended Credit Agreement"), among Kraton Polymers LLC, a Delaware limited liability company (the "U.S. Borrower"), Kraton Polymers Holdings B.V., a besloten vennootschap met beperkte aansprakelijkheid (a private limited liability company) organized under the laws of the Netherlands, having its official seat (statutaire zetel) in The Hague, the Netherlands, and registered with the Dutch trade register under number 27182100 (the "Euro Borrower" and, together with the U.S. Borrower, the "Borrowers"), Kraton Corporation (formerly Kraton Performance Polymers, Inc.), a Dela

PayPal Holdings, Inc. – 364-Day CREDIT AND GUARANTEE AGREEMENT Dated as of December 5, 2017 Among PAYPAL HOLDINGS, INC., as the Borrower, the Designated Borrowers From Time to Time Parties Hereto, PAYPAL, INC., as the Subsidiary Guarantor, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the Other Lenders Party Hereto GOLDMAN SACHS BANK USA and MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agents, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. And HSBC BANK USA, N.A., as Documentation Agents JPMORGAN CHASE BANK, N.A., GOLDMAN SACHS BANK USA and MORGAN STANLEY SENIOR FUNDING, INC., as Joint Lead Arrangers and (December 6th, 2017)

This 364-DAY CREDIT AND GUARANTEE AGREEMENT (Agreement) is entered into as of December 5, 2017, among PAYPAL HOLDINGS, INC., a Delaware corporation (the Borrower), the Designated Borrowers from time to time parties hereto, PAYPAL, INC., a Delaware corporation (the Subsidiary Guarantor), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

SECOND AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT Dated as of September 22, 2017 Among BLOCK FINANCIAL LLC as the Borrower H&R BLOCK, INC. As the Guarantor JPMORGAN CHASE BANK, N.A. As Administrative Agent, Issuing Bank and Swingline Lender the Lenders Party Hereto BANK OF AMERICA, N.A. SUNTRUST BANK TD BANK, N.A. U.S. BANK NATIONAL ASSOCIATION as Co-Syndication Agents BBVA COMPASS BMO HARRIS BANK, N.A. PNC BANK, NATIONAL ASSOCIATION REGIONS BANK ROYAL BANK OF CANADA WELLS FARGO BANK, NATIONAL ASSOCIATION as Co-Documentation Agents JPMORGAN CHASE BANK, N.A. MERRILL LYNCH, PIERCE, FENN (September 25th, 2017)

This SECOND AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT is entered into as of September 22, 2017, among BLOCK FINANCIAL LLC, a Delaware limited liability company (the "Borrower"), H&R BLOCK, INC., a Missouri corporation (the "Guarantor"), each Lender, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender.

Kraton Performance Polymers Inc – Fourth Amendment to Credit and Guarantee Agreement (August 17th, 2017)

FOURTH AMENDMENT TO CREDIT AND GUARANTEE AGREEMENT (this "Agreement" or the "Amendment"), dated as of August 16, 2017, relating to the Credit and Guarantee Agreement, dated as of January 6, 2016 (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement" and the Existing Credit Agreement as modified by this Amendment, the "Amended Credit Agreement"), among Kraton Polymers LLC, a Delaware limited liability company (the "U.S. Borrower"), Kraton Corporation (formerly Kraton Performance Polymers, Inc.), a Delaware corporation ("Parent"), certain subsidiaries of Parent, as Guarantors, the Lenders party thereto from time to time and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (in such capacity, the "Administrative Agent") for the Lenders. Capitalized terms used in this Agreement and not otherwise defined herein have the respective meanings assigned thereto in the Amend

Kraton Performance Polymers Inc – Third Amendment to Credit and Guarantee Agreement (July 27th, 2017)

THIRD AMENDMENT TO CREDIT AND GUARANTEE AGREEMENT (this "Agreement"), dated as of June 13, 2017 relating to the Credit and Guarantee Agreement dated as of January 6, 2016 (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement" and the Existing Credit Agreement as modified by this Amendment, the "Amended Credit Agreement") among Kraton Polymers LLC, a Delaware limited liability company (the "Borrower"), Kraton Corporation ( formerly, Kraton Performance Polymers, Inc.), a Delaware corporation ("Parent"), certain subsidiaries of Parent, as Guarantors, the Lenders party thereto from time to time and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (in such capacity, the "Administrative Agent") for the Lenders. Except as otherwise provided herein, all capitalized terms used but not defined herein shall have the meanings given to them in the Existing Credit Agreement.

Kraton Performance Polymers Inc – First Amendment to Credit and Guarantee Agreement (February 28th, 2017)

FIRST AMENDMENT TO CREDIT AND GUARANTEE AGREEMENT (this "Agreement"), dated as of July 6, 2016 among KRATON POLYMERS LLC, a Delaware limited liability company (the "Borrower") and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH ("Credit Suisse"), as administrative agent (in such capacity and including any permitted successors, the "Administrative Agent").

Kraton Performance Polymers Inc – Second Amendment to Credit and Guarantee Agreement (January 10th, 2017)

SECOND AMENDMENT TO CREDIT AND GUARANTEE AGREEMENT (this "Agreement" or the "Amendment") dated as of January 9, 2017 relating to the Credit and Guarantee Agreement dated as of January 6, 2016 (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement" and the Existing Credit Agreement as modified by this Amendment, the "Amended Credit Agreement") among Kraton Polymers LLC, a Delaware limited liability company (the "Borrower"), Kraton Corporation (formerly, Kraton Performance Polymers, Inc.), a Delaware corporation ("Parent"), certain subsidiaries of Parent, as Guarantors, the Lenders party thereto from time to time and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (in such capacity, the "Administrative Agent") for the Lenders. . Capitalized terms used in this Agreement and not otherwise defined herein have the respective meanings assigned thereto in the Existing C

FIRST AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT Dated as of September 22, 2016 Among BLOCK FINANCIAL LLC as the Borrower H&R BLOCK, INC. As the Guarantor JPMORGAN CHASE BANK, N.A. As Administrative Agent, Issuing Bank and Swingline Lender the Lenders Party Hereto BANK OF AMERICA, N.A. SUNTRUST BANK TD BANK, N.A. BBVA COMPASS BMO HARRIS BANK, N.A. PNC BANK, NATIONAL ASSOCIATION REGIONS BANK ROYAL BANK OF CANADA WELLS FARGO BANK, NATIONAL ASSOCIATION as Co- Documentation Agents JPMORGAN CHASE BANK, N.A. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED SUNTRUST ROBINSON HUMPHREY, INC. (September 26th, 2016)

This FIRST AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT is entered into as of September 22, 2016, among BLOCK FINANCIAL LLC, a Delaware limited liability company (the "Borrower"), H&R BLOCK, INC., a Missouri corporation (the "Guarantor"), each Lender, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender.

Kraton Performance Polymers Inc – CREDIT AND GUARANTEE AGREEMENT Dated as of January 6, 2016, Among KRATON POLYMERS LLC, as Borrower, KRATON PERFORMANCE POLYMERS, INC. And CERTAIN SUBSIDIARIES OF KRATON POLYMERS LLC, as Guarantors, VARIOUS LENDERS, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent NOMURA SECURITIES INTERNATIONAL, INC., and DEUTSCHE BANK SECURITIES INC. As Syndication Agents $1,350,000,000 Senior Secured Credit Facilities CREDIT SUISSE SECURITIES (USA) LLC, NOMURA SECURITIES INTERNATIONAL, INC. And DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers and Joint Bookrunne (January 7th, 2016)

This CREDIT AND GUARANTEE AGREEMENT, dated as of January 6, 2016, is entered into by and among Kraton Polymers LLC, a Delaware limited liability company ("Borrower"); Kraton Performance Polymers, Inc., a Delaware corporation ("Parent"); certain subsidiaries of Parent, as Guarantors; the Lenders party hereto from time to time; Credit Suisse AG, Cayman Islands Branch ("Credit Suisse"), as Administrative Agent (together with its permitted successors in such capacity, "Administrative Agent") and as Collateral Agent (together with its permitted successors in such capacity, "Collateral Agent"); and Nomura Securities International, Inc. and Deutsche Bank Securities Inc. as Syndication Agents.

Tautachrome Inc. – Share Exchange Agreement for the Purchase of All of the Outstanding Shares of ROADSHIPS.US, Inc. (A Nevada Corporation) by Novagen Ingenium Inc (A Nevada Corporation) (September 21st, 2015)

This share exchange agreement (this "Agreement") is made the 18th day of September, 2015, between Roadships Holdings, Inc., a Delaware corporation (the "Vendor"), and Novagen Ingenium Inc, a Nevada corporation (the "Purchaser").

CREDIT AND GUARANTEE AGREEMENT Dated as of September 21, 2015 Among BLOCK FINANCIAL LLC as the Borrower H&R BLOCK, INC. As the Guarantor JPMORGAN CHASE BANK, N.A. As Administrative Agent, Issuing Bank and Swingline Lender the Lenders Party Hereto BANK OF AMERICA, N.A. SUNTRUST BANK TD BANK, N.A. U.S. BANK NATIONAL ASSOCIATION as Co-Syndication Agents BBVA COMPASS BMO HARRIS BANK, N.A. PNC BANK, NATIONAL ASSOCIATION REGIONS BANK ROYAL BANK OF CANADA WELLS FARGO BANK, NATIONAL ASSOCIATION as Co-Documentation Agents J.P. MORGAN SECURITIES LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED SUN (September 21st, 2015)

This CREDIT AND GUARANTEE AGREEMENT is entered into as of September 21, 2015, among BLOCK FINANCIAL LLC, a Delaware limited liability company (the Borrower), H&R BLOCK, INC., a Missouri corporation (the Guarantor), each Lender, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender.

PayPal Holdings, Inc. – CREDIT AND GUARANTEE AGREEMENT Dated as of July 17, 2015 Among PAYPAL HOLDINGS, INC., as the Borrower, the Designated Borrowers From Time to Time Parties Hereto, PAYPAL, INC., as the Subsidiary Guarantor, JPMORGAN CHASE BANK, N.A., as Administrative Agent, the Other Lenders Party Hereto, DEUTSCHE BANK SECURITIES INC., BANK OF AMERICA, N.A. And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agents, and BNP PARIBAS, CITIGROUP GLOBAL MARKETS INC., HSBC SECURITIES (USA) INC. And THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Documentation Agents J.P. MORGAN SECURITIES LLC, DEUTSCHE BANK SECURI (July 20th, 2015)

This CREDIT AND GUARANTEE AGREEMENT (Agreement) is entered into as of July 17, 2015, among PAYPAL HOLDINGS, INC., a Delaware corporation (the Borrower), the Designated Borrowers from time to time parties hereto, PAYPAL, INC., a Delaware corporation (the Subsidiary Guarantor), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

SECOND LIEN CREDIT AND GUARANTEE AGREEMENT Dated as of March 17, 2015 Among (March 17th, 2015)

SECOND LIEN CREDIT AND GUARANTEE AGREEMENT, dated as of March 17, 2015 (as may be amended, supplemented or otherwise modified, renewed or replaced from time to time, the "Credit Agreement"), among (i) LIONS GATE ENTERTAINMENT CORP., a corporation organized under the laws of the province of British Columbia, Canada (the "Borrower"); (ii) the Guarantors referred to herein; (iii) the Lenders referred to herein; and (iv) JPMorgan Chase Bank, N.A., as agent for the Lenders.

Gci Inc – FOURTH AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT Dated as of February 2, 2015 Among (March 5th, 2015)

This Fourth Amended and Restated Credit and Guarantee Agreement amends, restates, replaces and supersedes, in its entirety, without a breach in continuity and without constituting a novation, the Third Amended and Restated Credit and Guarantee Agreement, dated as of April 30, 2013 (as amended to but excluding the Fourth Restatement Closing Date (as defined below), the "Existing Credit Agreement"), among the Borrower, the subsidiary guarantors party thereto, the lenders party thereto, the other parties thereto and Credit Agricole CIB, as the administrative agent.

FOURTH AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT Dated as of February 2, 2015 Among (March 5th, 2015)

This Fourth Amended and Restated Credit and Guarantee Agreement amends, restates, replaces and supersedes, in its entirety, without a breach in continuity and without constituting a novation, the Third Amended and Restated Credit and Guarantee Agreement, dated as of April 30, 2013 (as amended to but excluding the Fourth Restatement Closing Date (as defined below), the "Existing Credit Agreement"), among the Borrower, the subsidiary guarantors party thereto, the lenders party thereto, the other parties thereto and Credit Agricole CIB, as the administrative agent.

SECOND LIEN CREDIT AND GUARANTEE AGREEMENT Dated as of July 19, 2013 Among (August 8th, 2013)

SECOND LIEN CREDIT AND GUARANTEE AGREEMENT, dated as of July 19, 2013 (as may be amended, supplemented or otherwise modified, renewed or replaced from time to time, the "Credit Agreement"), among (i) LIONS GATE ENTERTAINMENT CORP., a corporation organized under the laws of the province of British Columbia, Canada (the "Borrower"); (ii) the Guarantors referred to herein; (iii) the Lenders referred to herein; and (iv) U.S. Bank National Association, as agent for the Lenders (in such capacity, the "Administrative Agent").

Gci Inc – THIRD AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT Dated as of April 30, 2013 Among GCI HOLDINGS, INC., as Borrower, GCI, INC., as Parent, the Subsidiary Guarantors Party Hereto the Lenders Party Hereto, UNION BANK, N.A., as Syndication Agent, SUNTRUST BANK, as Documentation Agent, and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Administrative Agent CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, UNION BANK, N.A. And SUNTRUST ROBINSON HUMPHREY, INC., as Co-Lead Arrangers and Joint Book Runners Bryan Cave LLP 1290 Avenue of the Americas New York, New York 10104 (May 6th, 2013)

This Third Amended and Restated Credit and Guarantee Agreement amends, restates, replaces and supersedes, in its entirety, without a breach in continuity and without constituting a novation, the Second Amended and Restated Credit and Guarantee Agreement, dated as of January 29, 2010 (as amended, the "Existing Credit Agreement"), among the Borrower, the subsidiary guarantors party thereto, the lenders party thereto, the other parties thereto and Credit Agricole CIB, as the administrative agent (the "Existing Administrative Agent").

THIRD AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT Dated as of April 30, 2013 Among GCI HOLDINGS, INC., as Borrower, GCI, INC., as Parent, the Subsidiary Guarantors Party Hereto the Lenders Party Hereto, UNION BANK, N.A., as Syndication Agent, SUNTRUST BANK, as Documentation Agent, and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Administrative Agent CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, UNION BANK, N.A. And SUNTRUST ROBINSON HUMPHREY, INC., as Co-Lead Arrangers and Joint Book Runners Bryan Cave LLP 1290 Avenue of the Americas New York, New York 10104 (May 6th, 2013)

This Third Amended and Restated Credit and Guarantee Agreement amends, restates, replaces and supersedes, in its entirety, without a breach in continuity and without constituting a novation, the Second Amended and Restated Credit and Guarantee Agreement, dated as of January 29, 2010 (as amended, the "Existing Credit Agreement"), among the Borrower, the subsidiary guarantors party thereto, the lenders party thereto, the other parties thereto and Credit Agricole CIB, as the administrative agent (the "Existing Administrative Agent").

CREDIT AND GUARANTEE AGREEMENT Dated as of August 17, 2012 Among BLOCK FINANCIAL LLC, as the Borrower, H&R BLOCK, INC., as the Guarantor, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender the Lenders Party Hereto, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, SUNTRUST ROBINSON HUMPHREY, INC. And TD SECURITIES (USA) LLC, as Joint Lead Arrangers and Joint Book Managers CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, SUNTRUST BANK and TD BANK, N.A., as Syndication Agents, BMO HARRIS BANK, N.A., CANADIAN IMPERIAL BANK OF COMMERCE, COMPASS BANK, and as Co-Documen (August 20th, 2012)

This CREDIT AND GUARANTEE AGREEMENT is entered into as of August 17, 2012, among BLOCK FINANCIAL LLC, a Delaware limited liability company (the "Borrower"), H&R BLOCK, INC., a Missouri corporation (the "Guarantor"), each Lender, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender.

AutoTrader Group, Inc. – Amendment No. 2 to Credit and Guarantee Agreement (June 15th, 2012)

AMENDMENT NO. 2 TO CREDIT AND GUARANTEE AGREEMENT, dated as of April 30, 2012 (this Amendment), among AUTOTRADER.COM, INC., a Delaware corporation (the Borrower), WELLS FARGO SECURITIES, LLC, GOLDMAN SACHS BANK USA, SUNTRUST ROBINSON HUMPHREY, INC., FIFTH THIRD BANK and J.P. MORGAN SECURITIES LLC, as joint lead arrangers and joint bookrunners for purposes of this Amendment (the Lead Arrangers), the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the Administrative Agent) and as a Tranche A-2 Term Loan Lender (as defined below) and Incremental Revolving Lender (as defined below).

AutoTrader Group, Inc. – CREDIT AND GUARANTEE AGREEMENT Dated as of December 15, 2010, Among AUTOTRADER.COM, INC., CERTAIN OF ITS SUBSIDIARIES, as Guarantors, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, Goldman Sachs Bank USA and SunTrust Bank, as Co- Syndication Agents, and JPMorgan Chase Bank, N.A. And UBS Securities LLC, as Co-Documentation Agents, and WELLS FARGO SECURITIES, LLC and Goldman Sachs Bank USA, SunTrust Robinson Humphrey, Inc., Fifth Third Bank, J.P. Morgan Securities LLC and UBS Securities LLC as Joint Arrangers and Joint Bookrunners $ (June 15th, 2012)

CREDIT AND GUARANTEE AGREEMENT dated as of December 15, 2010, among AUTOTRADER.COM, INC., a Delaware corporation (the Borrower), CERTAIN SUBSIDIARIES OF THE BORROWER party hereto, as Guarantor Subsidiaries, the LENDERS party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION (Wells Fargo Bank), as Administrative Agent and as Collateral Agent, GOLDMAN SACHS BANK USA and SUNTRUST BANK, as Co-Syndication Agents (in such capacity, the Syndication Agents), and WELLS FARGO SECURITIES, LLC (Wells Fargo Securities), GOLDMAN SACHS BANK USA, SUNTRUST ROBINSON HUMPHREY, INC., FIFTH THIRD BANK, J.P. MORGAN SECURITIES LLC and UBS SECURITIES LLC, as Arrangers.

AutoTrader Group, Inc. – Amendment No. 1 to Credit and Guarantee Agreement (June 15th, 2012)

AMENDMENT NO. 1 TO CREDIT AND GUARANTEE AGREEMENT, dated as of June 14, 2011 (this Amendment), among AUTOTRADER.COM, INC., a Delaware corporation (the Borrower), WELLS FARGO SECURITIES, LLC, as lead arranger for purposes of this Amendment (the Lead Arranger), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the Administrative Agent) and as a Replacement Term Lender (as defined below).

RDA Holding Co. – CREDIT AND GUARANTEE AGREEMENT Dated as of March 30, 2012 Among THE READERS DIGEST ASSOCIATION, INC., as Borrower RDA HOLDING CO., as Holdings and THE OTHER GUARANTORS NAMED HEREIN THE LENDERS REFERRED TO HEREIN, as Lenders and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and WELLS FARGO PRINCIPAL LENDING, LLC as Issuing Lender (April 3rd, 2012)

This CREDIT AND GUARANTEE AGREEMENT (Agreement) is entered into as of March 30, 2012, among RDA HOLDING CO., a Delaware corporation (Holdings), THE READERS DIGEST ASSOCIATION, INC., a Delaware corporation (the Borrower), the subsidiary guarantors from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders, WELLS FARGO PRINCIPAL LENDING, LLC, as Issuing Lender, and the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, the Lenders and each a Lender).

RDA Holding Co. – UNSECURED TERM LOAN CREDIT AND GUARANTEE AGREEMENT Dated as of August 12, 2011 Among RDA HOLDING CO., THE READERS DIGEST ASSOCIATION, INC., THE OTHER GUARANTORS NAMED HEREIN the Lenders Party Hereto and LUXOR CAPITAL GROUP, LP, as Administrative Agent (August 18th, 2011)

This UNSECURED TERM LOAN CREDIT AND GUARANTEE AGREEMENT (Agreement) is entered into as of August 12, 2011, among RDA HOLDING CO., a Delaware corporation (Holdings), THE READERS DIGEST ASSOCIATION, INC., a Delaware corporation (the Borrower), the subsidiary guarantors from time to time party hereto, LUXOR CAPITAL GROUP, LP, as Administrative Agent, and the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, the Lenders and each a Lender).

RDA Holding Co. – TERM LOAN CREDIT AND GUARANTEE AGREEMENT Dated as of August 12, 2011 Among RDA HOLDING CO., THE READERS DIGEST ASSOCIATION, INC., THE OTHER GUARANTORS NAMED HEREIN the Lenders Party Hereto and LUXOR CAPITAL GROUP, LP, as Administrative Agent (August 18th, 2011)

This TERM LOAN CREDIT AND GUARANTEE AGREEMENT (Agreement) is entered into as of August 12, 2011, among RDA HOLDING CO., a Delaware corporation (Holdings), THE READERS DIGEST ASSOCIATION, INC., a Delaware corporation (the Borrower), the subsidiary guarantors from time to time party hereto, LUXOR CAPITAL GROUP, LP, as Administrative Agent, and the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, the Lenders and each a Lender).

Lifetime Learning Systems Inc – Contract (October 26th, 2010)
CREDIT AND GUARANTEE AGREEMENT Dated as of September 30, 2010 Among CLOPAY AMES TRUE TEMPER HOLDING CORP., (October 1st, 2010)

This CREDIT AND GUARANTEE AGREEMENT, dated as of September 30, 2010, is entered into by and among CLOPAY AMES TRUE TEMPER HOLDING CORP., a Delaware corporation (Borrower); CLOPAY AMES TRUE TEMPER LLC, a Delaware limited liability company (Holdings), and CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors; the LENDERS party hereto from time to time; and GOLDMAN SACHS LENDING PARTNERS LLC (GSLP), as Administrative Agent and as Collateral Agent.

Telx Group, Inc. – CREDIT AND GUARANTEE AGREEMENT Dated as of June 17, 2010, Among THE TELX GROUP, INC., as Borrower, CERTAIN OF ITS SUBSIDIARIES, as Subsidiary Guarantors, THE LENDERS PARTY HERETO, GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent and Collateral Agent, GOLDMAN SACHS LENDING PARTNERS LLC and DEUTSCHE BANK SECURITIES INC., as Arrangers, GOLDMAN SACHS LENDING PARTNERS LLC, DEUTSCHE BANK SECURITIES INC., RBC CAPITAL MARKETS CORPORATION and SUNTRUST ROBINSON HUMPHREY, INC., as Joint Bookrunners and Syndication Agents, and ING CAPITAL, LLC, as Documentation Agent $175,000,000 Senior Secured (August 18th, 2010)

CREDIT AND GUARANTEE AGREEMENT dated as of June 17, 2010, among THE TELX GROUP, INC., a Delaware corporation (the Borrower); CERTAIN SUBSIDIARIES OF THE BORROWER, as Subsidiary Guarantors; the LENDERS party hereto; GOLDMAN SACHS LENDING PARTNERS LLC (GSLP), as Administrative Agent and as Collateral Agent; GSLP and DEUTSCHE BANK SECURITIES INC. (DBSI), as Arrangers; GSLP, DBSI, RBC CAPITAL MARKETS CORPORATION (RBC) and SUNTRUST ROBINSON HUMPHREY, INC. (STRH), as Joint Bookrunners (in such capacity, the Bookrunners) and as Syndication Agents (in such capacity, the Syndication Agents); and ING CAPITAL, LLC, as Documentation Agent.

Telx Group, Inc. – CREDIT AND GUARANTEE AGREEMENT Dated as of June 17, 2010, Among THE TELX GROUP, INC., as Borrower, CERTAIN OF ITS SUBSIDIARIES, as Subsidiary Guarantors, THE LENDERS PARTY HERETO, GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent and Collateral Agent, GOLDMAN SACHS LENDING PARTNERS LLC and DEUTSCHE BANK SECURITIES INC., as Arrangers, GOLDMAN SACHS LENDING PARTNERS LLC, DEUTSCHE BANK SECURITIES INC., RBC CAPITAL MARKETS CORPORATION and SUNTRUST ROBINSON HUMPHREY, INC., as Joint Bookrunners and Syndication Agents, and ING CAPITAL, LLC, as Documentation Agent $175,000,000 Senior Secured (June 30th, 2010)

CREDIT AND GUARANTEE AGREEMENT dated as of June 17, 2010, among THE TELX GROUP, INC., a Delaware corporation (the Borrower); CERTAIN SUBSIDIARIES OF THE BORROWER, as Subsidiary Guarantors; the LENDERS party hereto; GOLDMAN SACHS LENDING PARTNERS LLC (GSLP), as Administrative Agent and as Collateral Agent; GSLP and DEUTSCHE BANK SECURITIES INC. (DBSI), as Arrangers; GSLP, DBSI, RBC CAPITAL MARKETS CORPORATION (RBC) and SUNTRUST ROBINSON HUMPHREY, INC. (STRH), as Joint Bookrunners (in such capacity, the Bookrunners) and as Syndication Agents (in such capacity, the Syndication Agents); and ING CAPITAL, LLC, as Documentation Agent.

CREDIT AND GUARANTEE AGREEMENT Dated as of March 4, 2010 Among BLOCK FINANCIAL LLC, as the Borrower, H&R BLOCK, INC., as the Guarantor, the Lenders Party Hereto, WELLS FARGO BANK, N.A. As Syndication Agent, BNP PARIBAS, as Documentation Agent, and BANK OF AMERICA, N.A., as Administrative Agent and Swingline Lender BANC OF AMERICA SECURITIES LLC, WELLS FARGO SECURITIES, LLC and BNP PARIBAS SECURITIES CORP. Joint Lead Arrangers and Joint Book Managers (June 29th, 2010)

This CREDIT AND GUARANTEE AGREEMENT is entered into as of March 4, 2010, among BLOCK FINANCIAL LLC, a Delaware limited liability company (the Borrower), H&R BLOCK, INC., a Missouri corporation (the Guarantor), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent and Swingline Lender.

Gci Inc – SECOND AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT Dated as of January 29, 2010 Among GCI HOLDINGS, INC., as Borrower, GCI, INC., as Parent, the Subsidiary Guarantors Party Hereto the Lenders Party Hereto, ROYAL BANK OF CANADA, as Syndication Agent, COBANK, ACB, UNION BANK OF CALIFORNIA, N.A., and WELLS FARGO BANK, N.A., as Documentation Agents, and CALYON NEW YORK BRANCH, as Administrative Agent CALYON NEW YORK BRANCH, as Sole Lead Arranger and Sole Book Runner (February 3rd, 2010)

This Second Amended and Restated Credit and Guarantee Agreement amends, restates, replaces and supersedes, in its entirety, without a breach in continuity and without constituting a novation, (a) the Amended and Restated Credit Agreement, dated as of August 31, 2005 (as amended, the "Existing Credit Agreement"), among the Borrower, the other borrowers party thereto, the lenders party thereto, the other parties thereto and CNYB, as the administrative agent (the "Existing Administrative Agent"), (b) the Guaranty Agreement, dated as of August 31, 2005, by and between the Parent and the Existing Administrative Agent, and (c) each of the Existing Subsidiary Guaranties.

SECOND AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT Dated as of January 29, 2010 Among GCI HOLDINGS, INC., as Borrower, GCI, INC., as Parent, the Subsidiary Guarantors Party Hereto the Lenders Party Hereto, ROYAL BANK OF CANADA, as Syndication Agent, COBANK, ACB, UNION BANK OF CALIFORNIA, N.A., and WELLS FARGO BANK, N.A., as Documentation Agents, and CALYON NEW YORK BRANCH, as Administrative Agent CALYON NEW YORK BRANCH, as Sole Lead Arranger and Sole Book Runner (February 3rd, 2010)

This Second Amended and Restated Credit and Guarantee Agreement amends, restates, replaces and supersedes, in its entirety, without a breach in continuity and without constituting a novation, (a) the Amended and Restated Credit Agreement, dated as of August 31, 2005 (as amended, the "Existing Credit Agreement"), among the Borrower, the other borrowers party thereto, the lenders party thereto, the other parties thereto and CNYB, as the administrative agent (the "Existing Administrative Agent"), (b) the Guaranty Agreement, dated as of August 31, 2005, by and between the Parent and the Existing Administrative Agent, and (c) each of the Existing Subsidiary Guaranties.

Lear Corporation – CREDIT AND GUARANTEE AGREEMENT Among LEAR CORPORATION, a Debtor and Debtor-In- Possession, as Borrower THE OTHER GUARANTORS NAMED HEREIN, Each (Other Than Lear ASC Corporation) a Debtor and Debtor-In-Possession, the Several Lenders From Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of July 6, 2009 and CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Bookrunners (November 9th, 2009)

THIS DEBT IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A LENDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO LEAR CORPORATION AT THE FOLLOWING ADDRESS: 21557 TELEGRAPH ROAD, SOUTHFIELD, MICHIGAN 48034, ATTENTION: SHARI L. BURGESS.