Incremental Assumption Agreement Sample Contracts

Presidio, Inc. – Incremental Assumption Agreement and Amendment No. 7 (September 13th, 2018)
Chuck E. Cheese's – Incremental Assumption Agreement (Extended Revolving Facility Commitment) (August 10th, 2018)

This INCREMENTAL ASSUMPTION AGREEMENT (EXTENDED REVOLVING FACILITY COMMITMENT) (this "Agreement"), dated as of May 8, 2018, is made by and among Queso Holdings Inc., a Delaware corporation ("Holdings"), CEC Entertainment, Inc., a Kansas corporation (the "Borrower"), each "Subsidiary Loan Party" listed on the signature pages hereto (each, a "Subsidiary Loan Party" and, collectively, jointly and severally, the "Subsidiary Loan Parties"), Deutsche Bank AG New York Branch, as Administrative Agent under the Credit Agreement (as defined below) (the "Administrative Agent"), and each of the Lenders party hereto.

Berry Plastics Group Inc. – Incremental Assumption Agreement (August 3rd, 2018)

THIS INCREMENTAL ASSUMPTION AGREEMENT (this "Agreement"), dated as of May 16, 2018, is among BERRY GLOBAL, INC. (formerly known as Berry Plastics Corporation), a Delaware corporation (the "Borrower"), BERRY GLOBAL GROUP, INC. (formerly known as Berry Plastics Group, Inc.), a Delaware corporation ("Holdings"), each Subsidiary of the Borrower listed on the signature pages hereto (together with Holdings and Borrower, the "Loan Parties"), Citibank, N.A., as an Incremental Term Lender (as defined in the Credit Agreement referred to below) with respect to the Term S Loans (in such capacity, the "Initial Term S Lender"), Citibank, N.A., as an Incremental Term Lender with respect to the Term T Loans (in such capacity, the "Initial Term T Lender"), and Credit Suisse AG, Cayman Islands Branch (formerly known as Credit Suisse, Cayman Islands Branch), as administrative agent (in such capacity, the "Administrative Agent") for the Lenders under the Credit Agreement.

Everett SpinCo, Inc. – Third Incremental Assumption Agreement (May 29th, 2018)

THIRD INCREMENTAL ASSUMPTION AGREEMENT, dated as of December 30, 2016 (this "Agreement"), by and among Computer Sciences Corporation, a Nevada corporation (the "Company"), and the incremental lenders party hereto (in such capacity, collectively, the "Incremental Lenders" and each, individually, an "Incremental Lender") and accepted by Citibank, N.A., as administrative agent (the "Agent") for the Lenders party to the Credit Agreement referred to below.

Everett SpinCo, Inc. – Fifth Incremental Assumption Agreement (May 29th, 2018)

FIFTH INCREMENTAL ASSUMPTION AGREEMENT, dated as of September 27, 2017 (this "Agreement"), by and among DXC Technology Company (as successor to Computer Sciences Corporation), a Nevada corporation (the "Company"), and the incremental lenders party hereto (in such capacity, collectively, the "Incremental Lenders" and each, individually, an "Incremental Lender") and consented to, with respect to the New Lender (as defined below) only, by the Swing Line Banks party hereto and consented to, with respect to the New Lenders only, and accepted by Citibank, N.A., as administrative agent (the "Agent") for the Lenders party to the Credit Agreement referred to below.

Everett SpinCo, Inc. – Second Incremental Assumption Agreement (May 29th, 2018)

SECOND INCREMENTAL ASSUMPTION AGREEMENT, dated as of July 25, 2016 (this "Agreement"), by and among Computer Sciences Corporation, a Nevada corporation (the "Company"), and the incremental lenders party hereto (in such capacity, collectively, the "Incremental Lenders" and each, individually, an "Incremental Lender") and consented to, with respect to the New Lender (as defined below) only, and accepted by Citibank, N.A., as administrative agent (the "Agent") for the Lenders party to the Credit Agreement referred to below.

Everett SpinCo, Inc. – Fourth Incremental Assumption Agreement (May 29th, 2018)

FOURTH INCREMENTAL ASSUMPTION AGREEMENT, dated as of April 3, 2017 (this "Agreement"), by and among DXC Technology Company (formerly known as Everett SpinCo, Inc.), a Nevada corporation (the "Company"), and the incremental lenders party hereto (in such capacity, collectively, the "Incremental Lenders" and each, individually, an "Incremental Lender") and consented to, with respect to the New Lenders (as defined below) only, and accepted by Citibank, N.A., as administrative agent (the "Agent") for the Lenders party to the Credit Agreement referred to below.

Berry Plastics Group Inc. – Incremental Assumption Agreement and Amendment (May 3rd, 2018)

THIS INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT (this "Agreement"), dated as of February 12, 2018, is among BERRY GLOBAL, INC. (formerly known as Berry Plastics Corporation), a Delaware corporation (the "Borrower"), BERRY GLOBAL GROUP, INC. (formerly known as Berry Plastics Group, Inc.), a Delaware corporation ("Holdings"), each Subsidiary of the Borrower listed on the signature pages hereto (together with Holdings and Borrower, the "Loan Parties"), Citibank, N.A., as an Incremental Term Lender (as defined in the Credit Agreement referred to below) with respect to the Term Q Loans (in such capacity, the "Initial Term Q Lender"), Citibank, N.A., as an Incremental Term Lender with respect to the Term R Loans (in such capacity, the "Initial Term R Lender"), and Credit Suisse AG, Cayman Islands Branch (formerly known as Credit Suisse, Cayman Islands Branch), as administrative agent (in such capacity, the "Administrative Agent") for the Lenders under the Credit Agreement.

Smart Sand, Inc. – First Amendment to Credit Agreement and Incremental Assumption Agreement (April 12th, 2018)

This FIRST AMENDMENT TO CREDIT AGREEMENT AND INCREMENTAL ASSUMPTION AGREEMENT, dated as of April 6, 2018 (this "Amendment"), by and among, SMART SAND, INC., a Delaware corporation (the "Borrower"), the Subsidiary Guarantors party hereto (together with the Borrower, the "Loan Parties"), Jefferies Finance LLC, as administrative agent (in such capacity, including any successor thereto, the "Administrative Agent"), and collateral agent for the Secured Parties, each financial institution party hereto as a Lender of 2018 Incremental Revolving Loans (as defined below) (in such capacity, each a "2018 Incremental Revolving Credit Lender" and collectively, the "2018 Incremental Revolving Credit Lenders") and the Lenders that are party hereto.

Incremental Assumption Agreement No. 1 (March 8th, 2018)

INCREMENTAL ASSUMPTION AGREEMENT NO. 1 (this "Agreement") dated as of December 18, 2017 relating to the Credit Agreement dated as of October 6, 2017 (as amended, restated, supplemented, waived or otherwise modified from time to time, the "Credit Agreement") among CAESARS ENTERTAINMENT OPERATING COMPANY, INC., CEOC, LLC, as borrower (the "Borrower"), the Lenders party thereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent for the Lenders (together with its successors and assigns in such capacity, the "Administrative Agent") and collateral agent for the Secured Parties.

INCREMENTAL ASSUMPTION AGREEMENT NO. 1, Dated as of January (March 1st, 2018)
Berry Plastics Group Inc. – Incremental Assumption Agreement (February 7th, 2018)

THIS INCREMENTAL ASSUMPTION AGREEMENT (this "Agreement"), dated as of November 27, 2017, is among BERRY GLOBAL, INC. (formerly known as Berry Plastics Corporation), a Delaware corporation (the "Borrower"), BERRY GLOBAL GROUP, INC. (formerly known as Berry Plastics Group, Inc.), a Delaware corporation ("Holdings"), each Subsidiary of the Borrower listed on the signature pages hereto (together with Holdings and Borrower, the "Loan Parties"), Citibank, N.A., as an Incremental Term Lender (as defined in the Credit Agreement referred to below) with respect to the Term O Loans (in such capacity, the "Initial Term O Lender"), Citibank, N.A., as an Incremental Term Lender with respect to the Term P Loans (in such capacity, the "Initial Term P Lender"), and Credit Suisse AG, Cayman Islands Branch (formerly known as Credit Suisse, Cayman Islands Branch), as administrative agent (in such capacity, the "Administrative Agent") for the Lenders under the Credit Agreement.

AP Gaming Holdco, Inc. – Incremental Assumption Agreement (December 19th, 2017)

FIRST LIEN CREDIT AGREEMENT, dated as of June 6, 2017 (this Agreement), among AP GAMING HOLDINGS, LLC, a Delaware limited liability company (Holdings), AP GAMING I, LLC, a Delaware limited liability company (the Borrower), the LENDERS party hereto from time to time, and JEFFERIES FINANCE LLC, as Administrative Agent (in such capacity, the Administrative Agent) for the Lenders and Collateral Agent for the Secured Parties.

AP Gaming Holdco, Inc. – Incremental Assumption Agreement (December 12th, 2017)

FIRST LIEN CREDIT AGREEMENT, dated as of June 6, 2017 (this Agreement), among AP GAMING HOLDINGS, LLC, a Delaware limited liability company (Holdings), AP GAMING I, LLC, a Delaware limited liability company (the Borrower), the LENDERS party hereto from time to time, and JEFFERIES FINANCE LLC, as Administrative Agent (in such capacity, the Administrative Agent) for the Lenders and Collateral Agent for the Secured Parties.

Incremental Assumption Agreement (December 7th, 2017)

INCREMENTAL ASSUMPTION AGREEMENT (this Agreement) dated as of December 7, 2017 relating to the Third Amended and Restated First Lien Credit Agreement dated as of August 21, 2013 (as further amended, restated, supplemented, waived or otherwise modified from time to time, the Credit Agreement) among CHASE ACQUISITION I, INC., RBS GLOBAL, INC. (RBS Global), REXNORD LLC (Rexnord and, together with RBS Global, the Borrowers), the Lenders party thereto from time to time, the Issuing Banks party thereto from time to time and CREDIT SUISSE AG, as Administrative Agent (in such capacity, the Administrative Agent).

Berry Plastics Group Inc. – Incremental Assumption Agreement (November 21st, 2017)

THIS INCREMENTAL ASSUMPTION AGREEMENT (this "Agreement"), dated as of August 10, 2017, is among BERRY GLOBAL, INC. (formerly known as Berry Plastics Corporation), a Delaware corporation (the "Borrower"), BERRY GLOBAL GROUP, INC. (formerly known as Berry Plastics Group, Inc.), a Delaware corporation ("Holdings"), each Subsidiary of the Borrower listed on the signature pages hereto (together with Holdings and Borrower, the "Loan Parties"), Wells Fargo Bank, National Association, as an Incremental Term Lender (as defined in the Credit Agreement referred to below) with respect to the Term M Loans (in such capacity, the "Initial Term M Lender"), Wells Fargo Bank, National Association, as an Incremental Term Lender with respect to the Term N Loans (in such capacity, the "Initial Term N Lender"), and Credit Suisse AG, Cayman Islands Branch (formerly known as Credit Suisse, Cayman Islands Branch), as administrative agent (in such capacity, the "Administrative Agent") for the Lenders under the

Berry Plastics Group Inc. – Incremental Assumption Agreement (November 21st, 2017)

THIS INCREMENTAL ASSUMPTION AGREEMENT (this "Agreement"), dated as of February 10, 2017, is among BERRY PLASTICS CORPORATION, a Delaware corporation (the "Borrower"), BERRY PLASTICS GROUP, INC., a Delaware corporation ("Holdings"), each Subsidiary of the Borrower listed on the signature pages hereto (together with Holdings and Borrower, the "Loan Parties"), Citibank, N.A., as an Incremental Term Lender (as defined in the Credit Agreement referred to below) with respect to the Term K Loans (in such capacity, the "Initial Term K Lender"), Citibank, N.A., as an Incremental Term Lender with respect to the Term L Loans (in such capacity, the "Initial Term L Lender"), and Credit Suisse AG, Cayman Islands Branch (formerly known as Credit Suisse, Cayman Islands Branch), as administrative agent (in such capacity, the "Administrative Agent") for the Lenders under the Credit Agreement.

Match Group, Inc. – INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 4, Dated as of August 14, 2017 (This "Amendment"). Reference Is Made to the Credit Agreement Dated as of October 7, 2015, as Amended and Restated as of November 16, 2015, as Further Amended as of December 16, 2015, and as Further Amended as of December 8, 2016, Among MATCH GROUP, INC. (Formerly Known as THE MATCH GROUP, INC.), a Delaware Corporation (The "Borrower"), the Several Banks and Other Financial Institutions or Entities From Time to Time Parties to the Credit Agreement, as Lenders (The "Lenders"), JPMORGAN CHASE BANK, N.A., as Adminis (August 17th, 2017)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, and as further amended as of December 8, 20162016, and as further amended as of August 14, 2017) (as further amended, restated, extended, supplemented or otherwise modified from time to time, this "Agreement"), among MATCH GROUP, INC., a Delaware corporation, the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties (as defined herein) and as an Issuing Bank.

Caesars Growth Properties Holdings, LLC – Incremental Assumption Agreement and Amendment No. 1 (April 28th, 2017)

INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 1 (this Agreement) dated as of April 27, 2017 relating to the First Lien Credit Agreement dated as of May 8, 2014 (as amended, restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the Credit Agreement) among CAESARS GROWTH PROPERTIES PARENT, LLC (Holdings), and CAESARS GROWTH PROPERTIES HOLDINGS, LLC, as borrower (the Borrower), the Lenders party thereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (together with its successors and assigns in such capacity, the Administrative Agent).

Caesars Acquisition Co – Incremental Assumption Agreement and Amendment No. 1 (April 28th, 2017)

INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 1 (this Agreement) dated as of April 27, 2017 relating to the First Lien Credit Agreement dated as of May 8, 2014 (as amended, restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the Credit Agreement) among CAESARS GROWTH PROPERTIES PARENT, LLC (Holdings), and CAESARS GROWTH PROPERTIES HOLDINGS, LLC, as borrower (the Borrower), the Lenders party thereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (together with its successors and assigns in such capacity, the Administrative Agent).

Caesars Acquisition Co – Incremental Assumption Agreement and Amendment No. 1 (April 28th, 2017)

INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 1 (this Agreement) dated as of April 27, 2017 relating to the First Lien Credit Agreement dated as of May 8, 2014 (as amended, restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the Credit Agreement) among CAESARS GROWTH PROPERTIES PARENT, LLC (Holdings), and CAESARS GROWTH PROPERTIES HOLDINGS, LLC, as borrower (the Borrower), the Lenders party thereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (together with its successors and assigns in such capacity, the Administrative Agent).

Caesars Acquisition Co – Incremental Assumption Agreement and Amendment No. 1 (April 28th, 2017)

INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 1 (this Agreement) dated as of April 27, 2017 relating to the First Lien Credit Agreement dated as of May 8, 2014 (as amended, restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the Credit Agreement) among CAESARS GROWTH PROPERTIES PARENT, LLC (Holdings), and CAESARS GROWTH PROPERTIES HOLDINGS, LLC, as borrower (the Borrower), the Lenders party thereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (together with its successors and assigns in such capacity, the Administrative Agent).

Refinancing Amendment No. 2 and Incremental Assumption Agreement No. 3 (March 1st, 2017)

CREDIT AGREEMENT dated as of March 19, 2014 (this Agreement), among MALLINCKRODT PLC, a public limited company incorporated in Ireland with registered number 522227 (the Parent), MALLINCKRODT INTERNATIONAL FINANCE S.A., a public limited liability company (societe anonyme) incorporated under the laws of the Grand Duchy of Luxembourg (Luxembourg), having its registered office at 42-44, Avenue de la Gare, L-1610 Luxembourg, and registered with the Luxembourg Trade and Companies Register (R.C.S Luxembourg) under number B 172.865 (the Lux Borrower), Mallinckrodt CB LLC, a Delaware limited liability company (the Co-Borrower), the LENDERS party hereto from time to time, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the Administrative Agent) for the Lenders.

Allscripts Healthcare Solutions – Amendment No. 1 to First Lien Credit Agreement and Incremental Assumption Agreement (February 27th, 2017)

This AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT AND INCREMENTAL ASSUMPTION AGREEMENT, dated as of October 27, 2016 (this "Amendment & Agreement"), is by and among ANDREWS HENDERSON LLC, a Delaware limited liability company ("Henderson"), NETSMART, INC., a Delaware corporation (the "Company"), NETSMART TECHNOLOGIES, INC., a Delaware corporation ("Netsmart Technologies"; Netsmart Technologies, collectively with Henderson and the Company, the "Borrowers"), as a Borrower and Borrower Representative, each other Loan Party party hereto under, and as defined in, the Credit Agreement referred to below, the Incremental Term Lenders party hereto, and UBS AG, STAMFORD BRANCH, as Administrative Agent.

Berry Plastics Group Inc. – Incremental Assumption Agreement (February 3rd, 2017)

The Administrative Agent shall have received a Borrowing Request in respect of each of the Term I Loans and the Term J Loans as required by Section 2.03 of the Credit Agreement.

Presidio, Inc. – Incremental Assumption Agreement and Amendment No. 4 (January 24th, 2017)

INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 4 (this Agreement) dated as of January 19, 2017 relating to the Credit Agreement dated as of February 2, 2015 (as amended by the Incremental Assumption Agreement and Amendment No. 1, dated May 19, 2015, the Incremental Assumption Agreement and Amendment No. 2, dated February 1, 2016, the Incremental Assumption Agreement and Amendment No. 3, dated May 27, 2016, and as further amended, restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the Credit Agreement, and as amended by this Agreement, the Amended Credit Agreement) among PRESIDIO HOLDINGS INC. (Holdings), PRESIDIO IS LLC (as successor to Presidio IS Corp.) (Intermediate Holdings), PRESIDIO LLC (as successor of Presidio, Inc.) and PRESIDIO NETWORKED SOLUTIONS LLC (as successor of Presidio Networked Solutions, Inc.), as borrowers (collectively, the Borrowers), certain subsidiaries of Holdings, as Subsidiary Loan Parties, the Lenders party

Incremental Assumption Agreement (January 23rd, 2017)

INCREMENTAL ASSUMPTION AGREEMENT, dated as of January 23, 2017 (this "Agreement"), among Realogy Intermediate Holdings LLC ("Holdings"), Realogy Group LLC (the "Borrower"), the financial institutions party hereto (the "Incremental Revolving Facility Lenders") and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the "Administrative Agent").

Incremental Assumption Agreement (December 16th, 2016)

INCREMENTAL ASSUMPTION AGREEMENT (this "Agreement") dated as of December 16, 2016 relating to the Third Amended and Restated First Lien Credit Agreement dated as of August 21, 2013 (as further amended, restated, supplemented, waived or otherwise modified from time to time, the "Credit Agreement") among CHASE ACQUISITION I, INC., RBS GLOBAL, INC. ("RBS Global"), REXNORD LLC ("Rexnord" and, together with RBS Global, the "Borrowers"), the Lenders party thereto from time to time and CREDIT SUISSE AG, as Administrative Agent (in such capacity, the "Administrative Agent").

Presidio, Inc. – Incremental Assumption Agreement and Amendment No. 2 (November 22nd, 2016)

WHEREAS, the Borrowers hereby request in accordance with Section 2.21(a) an Incremental Term Loan in an aggregate principal amount of $25,000,000 (the 2016 Incremental Term Loan) pursuant to Section 2.21(a) of the Credit Agreement, the Net Proceeds of which plus certain other indebtedness for borrowed money will be used to acquire (the Acquisition) substantially all the assets of Netech corporation pursuant to the Asset Purchase Agreement, dated as of December 31, 2015, by and among Presidio Infrastructure Solutions, LLC, as buyer, Holdings, Netech Corporation, as seller, the shareholders of Netech identified as such on the signature pages thereto, the Shareholder Control Persons (as defined therein) and the Shareholder Representative (as defined therein), and that the Credit Agreement be amended to reflect the foregoing, including by increasing the aggregate principal amount of the Term Loans under the Credit Agreement to reflect the incurrence of such Incremental Term B Loan; and

Presidio, Inc. – Incremental Assumption Agreement and Amendment No. 1 (November 22nd, 2016)

INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 1 (this Agreement) dated as of May 19, 2015 relating to the Credit Agreement dated as of February 2, 2015 (as amended, restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the Credit Agreement) among PRESIDIO HOLDINGS INC. (Holdings), PRESIDIO IS CORP. (Intermediate Holdings), PRESIDIO, INC. and PRESIDIO NETWORKED SOLUTIONS, INC., as borrowers (collectively, the Borrowers), certain subsidiaries of Holdings, as Subsidiary Loan Parties, 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.

Presidio, Inc. – Incremental Assumption Agreement and Amendment No. 3 (November 22nd, 2016)

INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 3 (this Agreement) dated as of May 27, 2016 relating to the Credit Agreement dated as of February 2, 2015 (as amended by the Incremental Assumption Agreement and Amendment No. 1, dated May 19, 2015, and the Incremental Assumption Agreement and Amendment No. 2, dated February 1, 2016, and as further amended, restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the Credit Agreement, and as amended by this Agreement, the Amended Credit Agreement) among PRESIDIO HOLDINGS INC. (Holdings), PRESIDIO IS LLC (as successor to Presidio IS Corp.) (Intermediate Holdings), PRESIDIO LLC (as successor of Presidio, Inc.) and PRESIDIO NETWORKED SOLUTIONS LLC (as successor of Presidio Networked Solutions, Inc.), as borrowers (collectively, the Borrowers), certain subsidiaries of Holdings, as Subsidiary Loan Parties, the Lenders party thereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Admi

Incremental Assumption Agreement (November 3rd, 2016)

INCREMENTAL ASSUMPTION AGREEMENT (this "Agreement") dated as of November 2, 2016 relating to the Third Amended and Restated First Lien Credit Agreement dated as of August 21, 2013 (as further amended, restated, supplemented, waived or otherwise modified from time to time, the "Credit Agreement") among CHASE ACQUISITION I, INC., RBS GLOBAL, INC. ("RBS Global"), REXNORD LLC ("Rexnord" and, together with RBS Global, the "Borrowers"), the Lenders party thereto from time to time, the Issuing Banks party thereto from time to time and CREDIT SUISSE AG, as Administrative Agent (in such capacity, the "Administrative Agent").

Second Incremental Assumption Agreement (August 30th, 2016)

This SECOND INCREMENTAL ASSUMPTION AGREEMENT (this "Agreement"), dated as of August 29, 2016, by and among Ferro Corporation, an Ohio corporation (the "Company"), the lenders party hereto (the "Incremental Lenders"), PNC Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns, the "Administrative Agent"), as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the "Collateral Agent" or, as Administrative Agent or Collateral Agent, "Agent") and as an Issuer, and JPMorgan Chase Bank, N.A., as an Issuer.

Incremental Assumption Agreement (August 9th, 2016)

INCREMENTAL ASSUMPTION AGREEMENT, dated as of June 15, 2016 (this "Agreement"), by and among Computer Sciences Corporation, a Nevada corporation (the "Company") and the incremental lenders party hereto (in such capacity, collectively, the "Incremental Lenders" and individually, an "Incremental Lender") and accepted by Citibank, N.A., as administrative agent (the "Agent") for the Lenders party to the Credit Agreement referred to below.

Berry Plastics Group Inc. – Incremental Assumption Agreement and Amendment (August 9th, 2016)

a certificate of a Responsible Officer of the Borrower as to satisfaction of the condition set forth in Section 5(g) hereof.