Common use of Amendment and Restatement Clause in Contracts

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.

Amendment and Restatement. Certain Upon satisfaction with each of Borrowers, PNC, -------------------------- the conditions set forth in Section 4.1 (except any condition the performance of which has been waived as Agent and Lender, and U.S. Bank National Association, as Lender, are parties a condition to the initial Loan or initial issuance of a Revolving Credit, Guaranty, and Security Agreement dated as Letter of October 20, 2010 (as amended by Amendment No. 1 Credit pursuant to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan this Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such), this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer amend and restate in their entirety the Existing Agreement, at which time (the "Effective Time") each Lender and each Restricted Person hereby agrees that (i) the Aggregate Percentage Share of each Lender and the Percentage Share of each Lender with respect to US Loans, Canadian Revolver Loans, and Term Loans shall be as set forth in the definition to this Agreement as this Agreement may be further amendedAgreement, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default (ii) the loans outstanding under the Existing Loan Agreement or will affect or impair and all accrued and unpaid interest thereon (but not any right, power, or remedy letters of Agent or Lenders credit issued and outstanding under or the Existing Agreement and reimbursement obligations with respect thereto, which are to such continuing Default or Event of Default. Any such continuing Default or Event of Default be deemed to be outstanding under and governed by the Marketing Credit Agreement as provided therein), and all accrued and unpaid fees and expenses under the Existing Agreement (the "Outstanding Obligations") shall remain in effect except be deemed to be outstanding under and governed by this Agreement, and (iii) any party named as a "Lender" under the extent Existing Agreement that is not a signatory hereto as a Lender under this Agreement has amended (an "Exiting Lender") shall cease to be a Lender and shall be released from its obligations under the provisions Existing Agreement and this Agreement. At the Effective Time, the Borrower shall make such adjustments in the Loans, including the borrowing of additional Loans and the repayment of Loans under the Existing Agreement plus all applicable accrued interest, fees and expenses (including any costs under Article III of the Existing Loan Agreement Agreement) as shall be necessary to delete repay in full all Exiting Lenders and to provide for Loans by each Lender in the term amount of its new Percentage Share of US Loans, Canadian Revolver Loans, and Term Loans, as applicable, as of the Existing Loan Agreement which was the basis for such continuing Default or Event of DefaultEffective Time.

Amendment and Restatement. Certain of BorrowersOn the date hereof, PNC, as Agent the Existing Security Agreement shall be amended and Lenderrestated in its entirety by this Agreement, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and the Existing Security Agreement dated as shall thereafter be of October 20no further force and effect, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013except that the Grantors, the “Administrative Agents and the Lenders agree that (a) Liens created under the Existing Loan Security Agreement shall continue to exist under and be evidenced by this Agreement”, (b) the Existing Security Agreement shall continue to evidence the representations and warranties made by the Grantors prior to the date hereof, (c) except as expressly stated herein or amended, the other Credit Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to a revolving credit facility all Obligations, and (d) the Existing Security Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the Existing Security Agreement prior to the date hereof (including any failure, prior to the date hereof, to comply with the covenants contained in the Existing Security Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Existing Default” or “Event of Default” under and as defined in the Credit Facility”) extended Agreements existing prior to such Borrowersthe date hereof. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or any way intended to constitute a novation of, of the obligations and other liabilities existing under the Existing Loan Agreement Security Agreement. On and after the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowersdate hereof, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party (x) all references to the Existing Loan Security Agreement (or to any amendment or any amendment and restatement thereof) in the Other Credit Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of other than this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility ) shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement Security Agreement, as amended and restated hereby, (y) all references to any section (or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions subsection) of the Existing Loan Security Agreement or in any Credit Document (but not herein) shall be amended to delete become, mutatis mutandis, references to the term corresponding provisions of this Agreement and (z) except as the context otherwise provides, on or after the date hereof, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Security Agreement, as amended and restated hereby. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Credit Document, all terms and conditions of the Existing Loan Agreement which was the basis for such continuing Default Credit Documents remain in full force and effect unless specifically amended hereby or Event of Defaultby any other Credit Document.

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates in its entirety the Existing Loan Credit Agreement, and from and after the date hereof, the terms and provisions of the Existing Credit Agreement in its entirety. As suchshall be superseded by the terms and provisions of this Agreement, and this Agreement represents in part is not a renewal of, and is issued in substitution and exchange for, and not in satisfaction new or substitute credit agreement or novation of, the obligations and other liabilities under of the Existing Loan Credit Agreement. The Borrower and each Guarantor hereby agrees that all Liens securing the “Secured Obligations” (as defined in the Existing Credit Agreement) shall continue in full force and effect to secure the Secured Obligations. Concurrently with the occurrence of the Closing Date, (a) the parties hereto acknowledge and agree that the Liens created by the mortgages and deeds of trust securing the Existing Credit Agreement and the Security Instruments (as defined in the Existing Credit Facility. The obligations Agreement) shall be carried forward to secure the Secured Obligations and other liabilities evidenced by the Security Instruments and have not been released or impaired in any way, (b) the Administrative Agent, in its capacity as administrative agent under the Existing Credit Facility are continuing obligations Agreement and as holder, mortgagee or beneficiary of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, the collateral under or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party pursuant to the Existing Loan Agreement or the Other Documents (as defined thereinin the Existing Credit Agreement) prior to its execution hereofhereby assigns, agrees to be bound by the terms hereof, transfers and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references conveys to the “Loan Agreement” Administrative Agent, without recourse or words of like import in any documentwarranty, instrument or agreement executed and delivered all Liens granted to it in connection with the Existing Credit Facility Agreement, (c) the Security Instruments, which are being amended and restated on the Closing Date and all other ancillary documents executed in connection with such Security Instruments shall supersede and replace in their entirety each such Security Instrument (as defined in the Existing Credit Agreement) as in effect immediately prior to such amendment and restatement and all ancillary documents executed in connection therewith and all such superseded agreements and ancillary documents shall be of no further force and effect and (d) the Existing Letters of Credit shall be deemed to refer to issued under this Agreement as this Agreement may be further amended, restated, supplemented or extendedAgreement. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.125

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Credit Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, Borrower hereby agrees that (a) the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities Debt outstanding under the Existing Credit Facility are continuing obligations of such Borrowers Agreement and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined thereinin the Existing Credit Agreement; together with the Existing Credit Agreement, the "Existing Credit Documents") prior to its execution hereofand all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents, agrees shall be deemed to be bound outstanding under and governed by the terms hereofthis Agreement. Borrower hereby acknowledges, warrants, represents and agrees that this Agreement is not intended to be, and by its execution shall not be deemed or construed to be, a novation or release of the Existing Credit Documents. Each Lender which is a Lender under the Existing Credit Documents hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the loans thereunder, ratable reductions of the commitments of Lenders under the Existing Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the extent that any such prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement, joins the loans of the Lenders shall be outstanding on a ratable basis in accordance with their respective Pro Rata Share. Each Lender hereby authorizes Administrative Agent and assumes Borrower to request Borrowings from Lenders, to make prepayment of the obligations and other liabilities of a “Borrower” hereunder and loans under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed Documents and to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default reduce the commitments under the Existing Loan Agreement or will affect or impair any rightCredit Documents among Lenders in order to ensure that, powerupon the effectiveness of this Agreement, or remedy the loans of Agent or Lenders under or shall be outstanding on a ratable basis in accordance with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Defaulttheir respective Pro Rata Share.

Amendment and Restatement. Certain Subject to the satisfaction of Borrowersthe condition to effectiveness referred to in Section 2 below, PNC, (i) the Original Credit Agreement is hereby amended and restated in its entirety as Agent and Lender, and U.S. Bank National Association, the document attached hereto as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility Annex A (the “Existing Amended and Restated Credit FacilityAgreement”; all capitalized terms defined in the Amended and Restated Credit Agreement and not otherwise defined herein to have the meanings assigned thereto in the Amended and Restated Credit Agreement), and (ii) extended to such Borrowers. This the Original Security Agreement amends is hereby amended and restates the Existing Loan Agreement restated in its entiretyentirety as the document attached hereto as Annex B (the “Amended and Restated Security Agreement”). As such, this The amendment and restatement of the Original Credit Agreement represents in part does not serve to effect a renewal ofnovation of the “Obligations” under (and as such term is defined in) the Original Credit Agreement and does not extinguish the outstanding Obligations; rather it is meant to, and the parties hereby do, reaffirm such Obligations as amended hereby. The amendment and restatement of the Original Security Agreement is issued in substitution and exchange fornot intended to, and not shall not, affect the continuing security interests granted thereunder, each of which continues without interruption notwithstanding such amendment and restatement. Effective upon the effectiveness of such amendment and restatement of the Original Credit Agreement (i) GE Capital hereby resigns as Administrative Agent with the effect provided in satisfaction or novation ofSection 10.9(b) of the Amended and Restated Credit Agreement, including, without limitation, the obligations and other liabilities continuation of the benefits of the Loan Documents in its capacity as Administrative Agent for actions taken or omitted to be taken while GE Capital was, or because such Administrative Agent was validly acting as Administrative Agent under the Existing Loan Agreement Documents, (ii) the Required Lenders hereby appoint the New Administrative Agent and consent to the Existing resignation of GE Capital as Administrative Agent with the effect provided in Section 10.9(b) of the Amended and Restated Credit Facility. The obligations Agreement, and other liabilities under (iii) the Existing Credit Facility are continuing New Administrative Agent hereby accepts such appointment and assumes from and after such effectiveness, all rights, duties and obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of DefaultAdministrative Agent.

Amendment and Restatement. Certain of BorrowersOn the Effective Date, PNC, as Agent (i) this Agreement shall amend and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, restate the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As suchentirety but, for the avoidance of doubt, this Agreement represents in part shall not constitute a renewal ofnovation of the parties' rights and obligations thereunder, (ii) the Liens and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities security interests as granted under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness Agreement or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents Document (as defined thereinin the Existing Credit Agreement) prior to its execution hereofsecuring payment of indebtedness, agrees to be bound by liabilities and obligations thereunder are in all respects continuing and in full force and effect, (iii) the terms hereof, parties hereto agree and by its execution of this Agreement, joins acknowledge that (x) the Revolving Credit Facility set forth in Section 2.1(b) is provided as an “Incremental Revolving Tranche Facility” under and assumes as defined in the obligations Existing Credit Agreement and other liabilities of a the “BorrowerRevolving Credit Commitments” hereunder as defined in and under the Other Documents. All references Existing Credit Agreement and the revolving credit facility provided pursuant to the “Loan Agreement” or words Section 2.1(b) of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Agreement shall terminate simultaneously with the repayment of amounts owing with respect thereto and the effectiveness of the Revolving Credit Facility provided herein and (y) the Term A Facility set forth in subsection 2.1(a) is provided as an “Incremental Term Facility” under and as defined in the Existing Credit Agreement and the term B facility provided pursuant to Section 2.1(a) of the Existing Credit Agreement shall be deemed to refer to this Agreement as this Agreement may be further amendedterminate simultaneously with the repayment of amounts owing with respect thereto and the funding and effectiveness of the Term A Facility provided herein, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default (iv) the lenders under the Existing Loan Credit Agreement or will affect or impair any right, power, or remedy of Agent or who elect to become Lenders (“Continuing Lenders”) under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended waive any restrictions on or requirements for Incremental Facilities as defined in and under in the provisions Existing Credit Agreement and (v) the Revolving Credit Commitments and Term A Loan Commitments of each of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of DefaultContinuing Lenders shall be as set forth in Schedule 2.1.

Amendment and Restatement. Certain The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all Existing Letters of BorrowersCredit shall be deemed to be Letters of Credit outstanding on the Closing Date under this Agreement; (c) the Collateral Documents and the Liens created thereunder in 131 favor of Bank of America, PNCN.A., as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as administrative agent for the benefit of October 20, 2010 the holders of the Obligations (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 defined in the Existing Credit Agreement) shall remain in full force and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) effect with respect to a revolving credit facility the Obligations (as defined in this Agreement) and are hereby reaffirmed, other than as set forth in clause (e) below; (d) all references in the “Existing Credit Facility”) extended other Loan Documents to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer without further amendment to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under Agreement; and (e) the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or Administrative Agent’s Liens and security interests with respect to such continuing Default or Event real property of Defaultthe Loan Parties (but not with respect to any other property) shall automatically terminate and be released, and the Loan Parties shall automatically be released and discharged from all obligations under the Mortgages (as defined in the Existing Credit Agreement), other than contingent indemnification obligations and other obligations which by their terms expressly survive termination of the Mortgages. Any such continuing Default or Event The Administrative Agent will, at the sole expense of Default shall remain in effect except the Borrower, deliver to the extent Borrower such instruments of release and discharge pertaining to the Mortgages to effectuate or reflect of public record, the release and discharge of all such security interests and Liens with respect to the real property of the Loan Parties. The parties hereto further acknowledge and agree that this Agreement has amended constitutes an amendment to the provisions Existing Credit Agreement made under and in accordance with the terms of Section 11.01 of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of DefaultCredit Agreement.

Amendment and Restatement. Certain of The Borrowers, PNCthe Lenders and the Administrative Agent agree that, as Agent upon (i) the execution and Lender, delivery of this Agreement by each of the parties hereto and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 4.1 and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 20134.2, the “Existing Loan Agreement”) with respect to a revolving credit facility (terms and provisions of the “Existing Credit Facility”) extended to such BorrowersAgreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement amends is not intended to and restates shall not constitute a novation, payment and reborrowing or termination of the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities Obligations under the Existing Credit Facility are continuing obligations Agreement and the other Loan Documents as in effect prior to the date hereof or the Indebtedness created thereunder. The commitment of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not each Lender that is a party to the Existing Credit Agreement shall, on the date hereof, automatically be deemed amended and the only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Agreement or the Other Documents Documents” (as defined thereinin the Existing Credit Agreement) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Credit Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility “Loan Documents” shall be deemed to refer to this Agreement as this Agreement may be further amendedand the Loan Documents, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default (b) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the date hereof shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement or will affect or impair as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s Pro Rata Share on the date hereof, and the Borrowers hereby agree to compensate each Lender for any rightand all losses, power, or remedy costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Advance on the terms and in the manner set forth in Section 3.4 hereof and (d) the liens and security interests in favor of the Administrative Agent or Lenders under or for the benefit of the Holders of Secured Obligations (as defined in the Security Agreement) securing payment of the Obligations are in all respects continuing and in full force and effect with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Defaultall Obligations.

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entiretyentirety the 2014 Credit Agreement; and the Loan Parties confirm that the 2014 Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (as all such capitalized terms are defined in the 2014 Credit Agreement) have at all times, since the date of the execution and delivery of such documents, remained in full force and effect and continued to secure such obligations which are continued as the Obligations hereunder as amended hereby; and all such Collateral (as defined in the 2014 Credit Agreement) shall continue to secure the Obligations hereunder. As suchThe Loans hereunder are a continuation of the Loans under (and as such terms are defined in) the 2014 Credit Agreement. The Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that the amendment and restatement of the 2014 Credit Agreement by this Agreement represents in part is not intended to constitute, nor does it constitute, a renewal ofnovation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein) thereunder or the collateral security therefor and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein). For the avoidance of doubt, the Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that upon execution of this Agreement by the parties hereto, Hallador Energy Company shall be the Borrower hereunder and shall no longer be, and is issued in substitution hereby released as, a Guarantor under this Agreement and exchange forany other Loan Document (but shall be bound as a Borrower), and not in satisfaction or novation ofSunrise Coal, LLC shall be a Guarantor hereunder and shall no longer be, and is hereby released as, the obligations and other liabilities Borrower under the Existing Loan this Agreement and the Existing Credit Facility. The obligations and any other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein Loan Documents (but shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereofbound as a Guarantor). In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.[Signature Pages Intentionally Omitted]

Amendment and Restatement. Certain This Agreement amends, restates and supersedes in its entirety the Original Agreement. Notwithstanding the amendment and restatement of Borrowersthe Original Agreement by this Agreement, PNCexcept to the extent modified by the express terms and provisions of this Agreement or the other Repurchase Documents: (a) each Transaction outstanding on the date hereof under the Original Agreement shall continue in effect as a Transaction hereunder, without any transfer, conveyance, diminution, forbearance, forgiveness or other modification thereto or effect thereon occurring or being deemed to occur by reason of the amendment and restatement of the Original Agreement hereby and (b) Seller shall continue to be liable to Buyer for (i) all "Repurchase Obligations" (under and as Agent defined in the Original Agreement) accrued to the date hereof under the Original Agreement and Lender, and U.S. Bank National Association, as Lender, are parties (ii) all agreements on the part of Seller under the Original Agreement to a Revolving Credit, Guaranty, and Security Agreement dated as indemnify Buyer in connection with events or conditions arising or existing prior to the effective date of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan this Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends is given in substitution for the Original Agreement and restates not as payment of any of the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal ofobligations of Seller thereunder, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan this Agreement and the Existing Credit Facility. The obligations Transaction contemplated hereunder are not nor are they in any way intended to and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall should not be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereofconstitute a novation of the Original Agreement. In addition, any Borrower which was not party to Upon the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution effectiveness of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references each reference to the “Loan Agreement” or words of like import Original Agreement in any other Repurchase Document, or document, instrument or agreement executed and and/or delivered in connection therewith, shall mean and be a reference to this Agreement unless the context otherwise requires. Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all aspects of the Facility represented by the Original Agreement, including, without limitation, the eligibility of Purchased Assets purchased under the Original Agreement and any settlements to be made with respect thereto. Seller hereby reaffirms all security interests granted by it pursuant to the Existing Credit Facility Repurchase Documents. It is the intention and agreement of each of the parties hereto that (A) the perfection and priority of all security interests securing the payment of the Repurchase Obligations under this Agreement and the other Repurchase Documents are preserved, (B) the Liens and security interests granted under the Original Agreement and this Agreement and the other Repurchase Documents shall continue in full force and effect without modification, interruption, lapse, termination or limitation, and (C) any reference to the Repurchase Agreement in any Repurchase Documents shall be deemed to refer to reference this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of DefaultAgreement.

Amendment and Restatement. Certain of BorrowersThe parties hereto agree that, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013on the Effective Date, the “Existing Loan Agreement”following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations Agreement shall be deemed to be amended and other liabilities restated in its entirety pursuant to this Credit Agreement; (b) all Obligations (as defined in the Existing Credit Agreement) owing to any Lender that was a lender under the Existing Credit Facility are continuing Agreement shall be deemed to be Obligations outstanding hereunder and this Credit Agreement shall not constitute a novation of such Obligations or any of the rights, duties and obligations of such Borrowers the parties hereunder; (c) the Guaranty Obligations (as defined in the Existing Credit Agreement) of the Guarantors (as defined in the Existing Credit Agreement) in favor the Secured Parties pursuant to the Existing Credit Agreement shall remain in full force and effect with respect to the Guaranteed Obligations and are hereby acknowledged and ratified by such Borrowers, and nothing herein reaffirmed; (d) all Letters of Credit (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on the Effective Date shall be construed deemed to deem such obligations be Letters of Credit outstanding on the Effective Date under this Credit Agreement (or shall be backstopped by, Letters of Credit issued under this Credit Agreement or cash collateralized in a manner satisfactory to the issuing banks thereof); and (e) all references in the other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party Credit Documents to the Existing Loan Credit Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer without further amendment to this Credit Agreement. The parties hereto further acknowledge and agree that this Credit Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under constitutes an amendment to the Existing Loan Credit Agreement or will affect or impair any right, power, or remedy made under and in accordance with the terms of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.Section 11.6

Amendment and Restatement. Certain On the Effective Date, (a) this Guaranty shall amend and restate the Existing Guaranty in its entirety but, for the avoidance of Borrowersdoubt, PNCshall not constitute a novation of the parties’ rights and obligations thereunder, and (b) the rights and obligations of the parties hereto evidenced by the Existing Guaranty shall be evidenced by this Guaranty. IN WITNESS WHEREOF, each of the Initial Guarantors has caused this Guaranty to be duly executed by its authorized officer as of the day and year first above written. MARVASOL INC., a Delaware corporation By: Name: Title: [INSERT OTHER INITIAL GUARANTORS] Acknowledged and Agreed as of the date first above written: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: ANNEX I TO AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT FOR DOMESTIC SUBSIDIARIES Reference is hereby made to the Amended and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Restated Guarantee Agreement (the “Guaranty, and Security Agreement dated ”) made as of October 20February 1, 2010 2017, by and among [NAMES OF INITIAL GUARANTORS] (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013collectively, the “Existing Loan AgreementInitial Guarantors”) , and along with respect to a revolving credit facility (any additional Domestic Subsidiaries which become parties thereto and together with the undersigned, the “Existing Guarantors”), in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, under the Credit Facility”) extended Agreement. Capitalized terms used herein and not defined herein shall have the meanings given to such Borrowersthem in the Guaranty. This Agreement amends and restates By its execution below, the Existing Loan Agreement in its entirety. As suchundersigned [NAME OF NEW GUARANTOR], this Agreement represents in part a renewal of[state of incorporation/organization] [corporation] [partnership] [limited liability company], agrees to become, and is issued in substitution and exchange fordoes hereby become, and not in satisfaction or novation of, the obligations and other liabilities a Guarantor under the Existing Loan Agreement Guaranty and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by such Guaranty as if originally a party thereto. By its execution below, the undersigned represents and warrants as to itself that all of this Agreement, joins in the representations and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing warranties contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions Section 2 of the Existing Loan Agreement to delete the term Guaranty are true and correct in all respects as of the Existing Loan Agreement which was the basis for such continuing Default or Event of Defaultdate hereof.

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit FacilityOriginal Security Agreement. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this AgreementAgreement does not extinguish the indebtedness, joins in liabilities and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered Borrower outstanding in connection with the Existing Credit Facility shall be deemed to refer to this Agreement Original Security Agreement, as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, poweramended hereby, or remedy of Agent or Lenders under or the Loan Documents nor does it constitute a novation with respect to such continuing Default or Event of Defaultindebtedness, liabilities and obligations. Any such continuing Default or Event of Default shall Debtor ratifies and confirms that the Original Security Agreement, as amended hereby, and the other Loan Documents are and remain in full force and effect except in accordance with their respective terms, that the Collateral is unimpaired by this amendment and restatement and that the liens, security interests and other security and Collateral held by Secured Party are valid and subsisting and are hereby affirmed, renewed, extended, carried forward and regranted to secure any and all indebtedness incurred by Borrower to Secured Party. Debtor has no right of offset, defense or counterclaim to the extent this payment and performance of its obligations under the Original Security Agreement, as amended hereby, and the other Loan Documents, or to the enforcement by Secured Party of any right or remedy available to it under the Original Security Agreement, as amended hereby, the other Loan Documents or applicable law. SCHEDULE I LOCATION OF EOUIPMENT AND INVENTORY Inventory and Equipment is located at the addresses set forth below: SIELOX,LLC 000 Xxxx 0xx Xxx. Xxxxxxxxx, XX 00000 COSTAR VIDEO SYSTEMS, LLC 0000 Xxxxxxxxx Xx. Xxxxx 000 Xxxxxxxxxx, Xxxxx 00000 Amended and Restated Security Agreement has amended the provisions – Schedule I –Location of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.Equipment and Inventory

Amendment and Restatement. Certain (a) On the Second Restatement Effective Date, the Existing ABL Collateral Agreement shall be amended and restated in its entirety by this Agreement. This Agreement shall not constitute a novation of Borrowers, PNC, as Agent the Existing ABL Collateral Agreement or any of the other Security Documents. The parties hereto acknowledge and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as agree that (i) the grant by the Grantors of October 20, 2010 security interests in the Collateral (as amended and restated hereby) and by Amendment No. 1 the Granting Parties of security interests in the Pledged Collateral (as amended and restated hereby), in each case, pursuant to Loan the Existing ABL Collateral Agreement effective was made as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective the Closing Date (or as of December 13, 2013, such later date on which a Grantor became a party thereto) and the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends amendment and restates restatement of the Existing Loan ABL Collateral Agreement in its entirety. As suchas contemplated hereby continues such grants, (ii) this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such BorrowersLoan Documents, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement whether executed and delivered in connection with herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in Existing ABL Collateral Agreement), which remain outstanding as of the Second Restatement Effective Date, (iii) the “Obligations” (as defined in Existing ABL Collateral Agreement) are in all respects continuing (as amended and restated hereby and by the Credit Facility shall be deemed Agreement and which are in all respects hereinafter subject to refer to this Agreement the terms herein) and (iv) the Liens and security interests as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default granted under the Existing ABL Collateral Agreement and the other applicable Loan Agreement Documents are in all respects continuing and in full force and effect and are reaffirmed hereby. To the extent applicable, the Grantors hereby acknowledge, confirm and agree that any financing statements, fixture filings, filings with the United States Patent and Trademark Office or will affect the United States Copyright Office or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain other instrument similar in effect except to the extent this Agreement has amended the provisions foregoing under applicable law covering all or any part of the Existing Loan Agreement to delete the term Collateral previously filed in favor of the Collateral Agent under the Existing Loan ABL Collateral Agreement which was are in full force and effect as of the basis Second Restatement Effective Date, and each Grantor ratifies its authorization for the Collateral Agent to file in any relevant jurisdictions any such continuing Default financing statement, fixture filing, filing or Event other instrument relating to all or any part of Defaultthe Collateral if filed prior to the Second Restatement Effective Date.

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and LenderThis Agreement shall become effective, and U.S. Bank National Associationshall amend and restate the Original Amended and Restated Loan Agreement, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by the First Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under Second Amendment, upon the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement by Borrower and Lender; and from and after such effective time, (i) all references made to the Original Amended and Restated Loan Agreement, joins as amended by the First Amendment and the Second Amendment in the Loan Documents or in any other instrument or document executed and/or delivered pursuant thereto shall, without anything further, be deemed to refer to this Agreement and assumes (ii) the obligations Original Amended and Restated Loan Agreement, as amended by the First Amendment and the Second Amendment, shall be deemed amended and restated, without novation, in its entirety hereby. All the Other Agreements are hereby reaffirmed and shall continue in full force and effect. Borrower acknowledges that the Revolving Loans and other liabilities of a “Borrower” hereunder Obligations evidenced by the Original Amended and under the Other Documents. All references to the “Restated Loan Agreement” or words of like import in any document, instrument or agreement as amended by the First Amendment and the Second Amendment, including all the other instruments, documents and agreements executed and delivered in connection with the Existing Credit Facility shall be deemed to refer to Original Amended and Restated Loan Agreement, as amended by the First Amendment and the Second Amendment, have not been satisfied but instead have become part of the Loans and Obligations under this Agreement and under the other Loan Documents. Borrower further acknowledges that all of the Liens granted by Borrower under the Original Amended and Restated Loan Agreement, as amended by the First Amendment and the Second Amendment and all instruments, documents and agreements executed in connection therewith are hereby reaffirmed and shall continue hereafter to secure the Obligations under the Loan Documents, until all Obligations are repaid in full in cash and this Agreement may be further amended, restated, supplemented or extendedis terminated. Nothing contained in this Signature Page to Second Amended and Restated Loan and Security Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.– Revolving Loans

Amendment and Restatement. Certain In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrowers, PNCthe Administrative Agent and the Lenders: The Borrowers, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.22, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as Agent and Lenderthe “Prior Loan Documents”), and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (a) all Obligations (as amended by Amendment No. 1 to Loan defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to other Prior Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit FacilityObligations”) extended shall continue as Obligations hereunder to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As suchextent not repaid on or before the Closing Date, (b) each of this Agreement represents and the Notes and any other Loan Document (as defined herein) that is amended and restated in part connection with this Agreement is given as a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation as a payment of, the obligations indebtedness, liabilities and other liabilities under Existing Obligations of the Existing Borrowers and each Loan Agreement and the Existing Credit Facility. The obligations and other liabilities Party under the Existing Credit Facility are continuing obligations Agreement or any other Prior Loan Document and (c) neither the execution and delivery of such Borrowers and are documents nor the consummation of any other 67484784_12 transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. The parties hereby acknowledged and ratified by such Borrowersagree that (i) on the Closing Date, and nothing herein the Commitments shall be construed as set forth in Schedule 2.01 and (ii) the transactions contemplated under this Section 10.22 shall not give rise to deem any obligation of the Borrowers to make any payment under Section 3.04 or 3.05 of the Existing Credit Agreement (other than with respect to obligations to make such obligations and other liabilities paid, or payments to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not lender party to the Existing Loan Credit Agreement or the Other Documents (as defined therein) prior who is not also a party to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default).

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entiretyentirety the 2014 Credit Agreement; and the Loan Parties confirm that the 2014 Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (as all such capitalized terms are defined in the 2014 Credit Agreement) have at all times, since the date of the execution and delivery of such documents, remained in full force and effect and continued to secure such obligations which are continued as the Obligations hereunder as amended hereby; and all such Collateral (as defined in the 2014 Credit Agreement) shall continue to secure the Obligations hereunder. As suchThe Loans hereunder are a continuation of the Loans under (and as such terms are defined in) the 2014 Credit Agreement. The Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that the amendment and restatement of the 2014 Credit Agreement by this Agreement represents in part is not intended to constitute, nor does it constitute, a renewal ofnovation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein) thereunder or the collateral security therefor and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein). For the avoidance of doubt, the Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that upon execution of this Agreement by the parties hereto, Hallador Energy Company shall be the Borrower hereunder and shall no longer be, and is issued in substitution hereby released as, a Guarantor under this Agreement and exchange forany other Loan Document (but shall be bound as a Borrower), and not in satisfaction or novation ofSunrise Coal, LLC shall be a Guarantor hereunder and shall no longer be, and is hereby released as, the obligations and other liabilities Borrower under the Existing Loan this Agreement and any other Loan Documents (but shall be bound as a Guarantor). [Signature Pages Intentionally Omitted] Table of Contents SCHEDULE 1.1(A) PRICING GRID-- VARIABLE PRICING AND LETTER OF CREDIT FEES BASED ON LEVERAGE RATIO (PRICING EXPRESSED IN BASIS POINTS) Level Leverage Ratio Letter of Credit Fee Revolving Base Rate Spread Revolving LIBOR Rate Spread Term Loan Base Rate Spread Term Loan LIBOR Rate Spread Commitment Fee IV Greater than or equal to 3.0 to 1.0 400 300 400 300 400 50 III Greater than or equal to 2.5 to 1.0 but less than 3.0 to 1.0 350 250 350 250 350 50 II Greater than or equal to 2.0 to 1.0 but less than 2.5 to 1.0 300 200 300 200 300 50 I Less than 2.0 to 1.0 275 175 275 175 275 37.5 For purposes of determining the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such BorrowersApplicable Margin, Commitment Fee, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution Applicable Letter of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.Fee Rate:

Amendment and Restatement. Certain As of Borrowersthe Effective Date, PNC, the Commitments of certain Lenders under (and as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security defined in) the Existing Credit Agreement dated as of October 20, 2010 shall be terminated by the Company (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013such Lenders, the “Existing Loan AgreementDeparting Lenders”). The remaining Lenders under (and as defined in) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein Agreement shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereofBanks under this Agreement with Commitments as set forth on the signature pages hereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to By its execution hereof, agrees to be bound by the terms hereof, and by its execution delivery of this Agreement, joins each Bank that was a Lender under (and as defined in) the Existing Credit Agreement hereby consents to the execution and delivery of this Agreement and to the non-pro rata reduction of Commitments (under and as defined in the Existing Credit Agreement) occurring on the Effective Date as a result of the termination of the Commitments of the Departing Lenders, and assumes the obligations concurrent repayment in full of all loans and other liabilities of a “Borrower” hereunder and under the Other Documents. All references obligations owing (whether or not due) to the “Departing Lenders. On the Effective Date, effective immediately following such termination and repayment, the Existing Credit Agreement shall be amended, restated and superseded in its entirety by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement and the other Loan Agreement” or words of like import in any documentDocuments, instrument or agreement whether executed and delivered in connection with herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the obligations of the Company and the other Borrowers under the Existing Credit Facility shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under effect prior to the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or Effective Date (except with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect the Departing Lenders, except to the extent this Agreement has amended that the provisions of the Existing Loan Credit Agreement to delete that by their express terms survive the term termination of the Existing Loan Credit Agreement which was shall continue for the basis for Departing Lenders) and (b) such obligations are in all respects continuing Default or Event (as amended and restated hereby) with only the terms thereof being modified as provided in this Agreement. Without limiting the generality of Default.the foregoing, after giving effect to the Departing Lender Commitment terminations and repayments, (i) all “Loans” outstanding under (and as defined in) the Existing Credit Agreement shall on the Effective Date become Loans hereunder, (ii) all “Letters of Credit” under (and as defined in) the Existing Credit Agreement shall on the Effective Date become Letters of Credit hereunder and (iii) all other obligations outstanding under the Existing Credit Agreement shall on the Effective Date be obligations under this Agreement. FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

Amendment and Restatement. Certain of The Company, the Foreign Subsidiary Borrowers, PNCthe Lenders and the Administrative Agent agree that, as Agent upon (i) the execution and Lender, delivery of this Agreement by each of the parties hereto and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as (ii) satisfaction (or waiver by the aforementioned parties) of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013the conditions precedent set forth in Section 5.1, the “Existing Loan Agreement”) with respect to a revolving credit facility (terms and provisions of the “Existing Credit Facility”) extended to such BorrowersAgreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement amends is not intended to and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part shall not constitute a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and of the Existing Credit FacilityAgreement or the Indebtedness created thereunder. The obligations commitments to extend credit of each Lender that is a party to the Existing Credit Agreement shall, on the Closing Date, automatically be deemed amended and other liabilities the only commitments to extend credit shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and letters of credit incurred under the Existing Credit Facility Agreement which are continuing obligations outstanding on the Closing Date shall continue as Loans and Letters of such Borrowers Credit under (and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations governed by the terms of) this 150 Agreement and the other liabilities paidLoan Documents, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to (b) all references in the Existing “Loan Agreement or the Other Documents Documents” (as defined thereinin the Existing Credit Agreement) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Administrative Agent”, the “Credit Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement as this Agreement may be further amendedand the Loan Documents, restatedrespectively, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) any promissory note issued under the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the promissory notes (if any) issued to such Lender under this Agreement, (e) any obligations under the “Fee Letters” (as defined in the Existing Credit Agreement) shall be of no further force and effect and such Fee Letters are hereby terminated, and (f) the Administrative Agent shall make such reallocations, sales, assignments or will affect or impair other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Obligations are equal to its Pro Rata Share of the aggregate Revolving Credit Obligations on the Closing Date and the Borrowers hereby agree to compensate each Lender for reasonable and documented costs and out-of-pocket expenses incurred by such Lender in connection with the sale and assignment of any right, powerEurocurrency Rate Loans on the terms and in the manner set forth in Section 4.4 hereof. Each Lender hereby confirms the Administrative Agent’s authority to enter into such additional reaffirmations of, or remedy any amendments to, amendments and restatements of, or other modifications to, the other existing Loan Documents as the Administrative Agent shall approve in its sole discretion, in connection with the amendment and restatement of Agent the Existing Credit Agreement so long as such amendments, restatements or other modifications do not contain any material modifications adverse to the Lenders (and, for the avoidance of doubt, such modifications may include the addition or removal of Obligor Groups and other changes that are otherwise permitted by the Administrative Agent’s authority under or with respect to such continuing Default existing Loan Documents or Event of Default. Any such continuing Default or Event of Default shall remain are consistent with changes in effect except to the extent provisions included in this Agreement has amended as compared to the provisions of the Existing Loan Agreement to delete the term Credit Agreement). The remainder of the Existing Loan Agreement which was the basis for such continuing Default or Event of Defaultthis page is intentionally blank.

Amendment and Restatement. Certain In order to facilitate this amendment and restatement and otherwise to effectuate the desires of Borrowersthe Borrower, PNCthe Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.20, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as Agent and Lenderthe “Prior Loan Documents”), and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (i) all Obligations (as amended by Amendment No. 1 to Loan defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to other Prior Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit FacilityObligations”) extended shall continue as Obligations hereunder to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As suchextent not repaid on or before the Closing Date, (ii) each of this Agreement represents and the Notes and any other Loan Document (as defined herein) that is amended and restated in part connection with this Agreement is given as a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation as a payment of, the obligations indebtedness, liabilities and other liabilities under Existing Obligations of the Existing Borrower and each Loan Agreement and the Existing Credit Facility. The obligations and other liabilities Party under the Existing Credit Facility are continuing obligations Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such Borrowers and are hereby acknowledged and ratified by documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such BorrowersLoans, and nothing herein the Borrower shall furnish to the Administrative Agent Committed Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree that the transactions contemplated by this Agreement shall not give rise to any obligation of the Borrower to make any payment under Section 3.4 of the Existing Credit Agreement. The parties hereby agree that, on the Closing Date, the Commitments shall be construed as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to deem be made in such obligations amounts by and between the Lenders and from each Lender to each other liabilities paidLender, or to release or terminate any Lien given to secure with the same force and effect as if such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents assignments were evidenced by applicable Assignments and Assumptions (as defined thereinin the Existing Credit Agreement) prior under the Existing Credit Agreement. Notwithstanding anything to its execution hereof, agrees to be bound by the terms hereof, and by its execution contrary in Section 10.6 of the Existing Credit Agreement or Section 10.06 of this Agreement, joins in no other documents or instruments, including any Assignment and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any documentAssumption, instrument or agreement shall be executed and delivered in connection with the Existing Credit Facility these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to refer to this Agreement be made with all applicable representations, warranties and covenants as this Agreement may be further amendedif evidenced by an Assignment and Assumption. On the Closing Date, restated, supplemented or extended. Nothing contained the Lenders shall make all necessary cash settlement in this Agreement will be construed as waiving any continuing Default or Event of Default full with each other Lender (and with the Existing Lenders under the Existing Loan Credit Agreement whose Commitments thereunder are being terminated), either directly or will affect through the Administrative Agent, as the Administrative Agent may direct or impair any rightapprove, power, or remedy of Agent or Lenders under or with respect to all assignments, reallocations and other changes in the Commitments (as such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain term is defined in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement Credit Agreement) such that after giving effect to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Defaultsettlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.

Amendment and Restatement. Certain of BorrowersOn the Amendment Effective Date, PNCthis Agreement shall amend, as Agent restate and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates supersede the Existing Loan Agreement in its entirety, except as provided in this Section 13.13. As suchOn the Amendment Effective Date, the rights and obligations of the parties evidenced by the Existing Loan Agreement shall be evidenced by this Agreement represents and the other Financing Agreements and the grant of security interest in part a renewal of, the Collateral by the relevant Borrowers and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities Guarantors under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under “Financing Agreements” (as defined in the Existing Credit Facility are continuing obligations of such Borrowers Loan Agreement) shall continue hereunder but as amended by this Agreement and are hereby acknowledged and ratified by such Borrowersthe other Financing Agreements, and nothing herein shall not in any event be construed to deem such obligations terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereofFinancing Agreements. In addition, any Borrower which was not party All references to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, Financing Agreement or other document or instrument or agreement executed and delivered in connection with the Existing Credit Facility therewith shall be deemed to refer to this Agreement as this Agreement may be further amendedand the provisions hereof. As of the Amendment Effective Date, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event the rights and obligations of Default the parties under the Existing Loan Agreement shall be subsumed within and be governed by this Agreement. Each of the “Loans” (as defined in the Existing Loan Agreement) advanced by the existing Lenders and outstanding under the Existing Loan Agreement immediately prior to the effectiveness of this Agreement shall continue to be Loans hereunder, provided that all interest, fees and expenses owing or will affect or impair any right, power, or remedy of Agent or Lenders accruing under or with in respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement through the Amendment Effective Date shall be calculated as of the Amendment Effective Date (pro rated in the case of any fractional periods), and shall be paid on the Amendment Effective Date. As of the Amendment Effective Date, the Letters of Credit under the Existing Loan Agreement shall be deemed to delete be Letters of Credit issued hereunder, and the term Borrowers hereby affirm their respective obligations thereunder. Without limiting the generality of the foregoing and to the extent necessary, the existing lenders, the Lenders and the Working Capital Agent reserve all of their rights under the Existing Loan Agreement and the other “Financing Agreements” (as defined in the Existing Loan Agreement) which by their express terms survive the termination of the Existing Loan Agreement and each of the Guarantors hereby obligates itself again in respect of all such present and future “Obligations” (as defined in the Existing Loan Agreement). Nothing contained herein shall be construed as a novation of the “Obligations” outstanding under and as defined in the Existing Loan Agreement, which was the basis for such continuing Default or Event of Defaultshall remain in full force and effect, except as modified hereby.

Amendment and Restatement. Certain of BorrowersThe undersigned Lenders, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to the extent a party to the Existing Revolving Credit, Guaranty, and Security Credit Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit FacilityLenders”) extended to such Borrowers. This Agreement amends ), agree and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered acknowledge that in connection with the amendment and restatement of the Existing Revolving Credit Facility Agreement pursuant hereto, the Borrower, the Administrative Agent and the Existing Lenders shall make adjustments to (i) the outstanding principal amount of “Revolving Loans” (as defined in the Existing Revolving Credit Agreement, but not any interest accrued thereon prior to the Effective Date or any accrued facility fees under the Existing Revolving Credit Agreement prior to the Effective Date), including the borrowing of such additional “Revolving Loans” (which may include “Eurodollar Loans”, as defined in the Existing Revolving Credit Agreement) and the repayment of “Revolving Loans” (which may include the prepayment or conversion of “Eurodollar Loans”) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Loans by each Lender in the amount of its new Applicable Percentage of all Revolving Loans as of the Effective Date, and (ii) participations in any outstanding “Letters of Credit” (as defined in the Existing Revolving Credit Agreement) issued under the Existing Revolving Credit Agreement (the “Existing Letters of Credit”) to provide for each Lender’s participation in such Existing Letters of Credit equal to such Lender’s new Applicable Percentage of the aggregate amount available to be drawn under each such Existing Letter of Credit as of the Effective Date. In connection with the foregoing (i) each Existing Lender shall be deemed to refer to this Agreement have made an assignment of its outstanding Revolving Loans and “Commitments” (as this Agreement may be further amended, restated, supplemented or extended. Nothing contained defined in this Agreement will be construed as waiving any continuing Default or Event of Default the Existing Revolving Credit Agreement) under the Existing Loan Agreement or will affect or impair any rightRevolving Credit Agreement, power, or remedy and assumed outstanding Revolving Loans and Commitments of Agent or other Existing Lenders under or the Existing Revolving Credit Agreement, all at the request of the Borrower, as may be necessary to effect the foregoing, and each Existing Lender hereby waives any right to any reimbursement under Section 2.21 hereof with respect thereto, and (ii) each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder as of the Effective Date for all purposes hereof. Each of the undersigned Existing Lenders, waives any requirement under the Existing Revolving Credit Agreement that notice with respect to any such continuing Default borrowing, prepayment or Event of Defaultother transaction described in this Section 10.15 be given. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.[SIGNATURES BEGIN ON NEXT PAGE]

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013a) The Credit Parties, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation ofAdministrative Agent, the obligations and other liabilities under Letter of Credit Issuer, the Existing Loan Agreement Swingline Lender and the Existing Credit Facility. The obligations and other liabilities under Lenders hereby agree that upon the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution effectiveness of this Agreement, joins the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and assumes conditions of this Agreement and the obligations terms and other liabilities provisions of a “Borrower” hereunder the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Other Documents. All references Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the “Loan Agreement” or words of like import in any document, instrument or agreement executed Administrative Agent and delivered the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement as and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default and (iii) all security interests and liens granted under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default Security Documents are reaffirmed and shall remain in effect except to continue and secure the extent this Agreement has amended Obligations hereunder and the provisions obligations of the Existing Loan Agreement Guarantors under the Guarantee after giving effect to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.this Agreement. 13.23

Amendment and Restatement. Certain of Borrowers(a) The Credit Parties, PNC, as the Administrative Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as the Lenders hereby agree that upon the effectiveness of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013thisthe Existing Restated Credit Agreement, the “terms and provisions of the Existing Term Loan Facility shall behave been and hereby arethereby were amended and restated in their entirety by the terms and conditions of thisthe Existing Restated Credit Agreement and the terms and provisions of the Existing Term Loan Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.23), shall be superseded by thisthe Existing Restated Credit Agreement”. Upon the effectiveness of thisthe Existing Restated Credit Agreement, each Credit Document that was in effect immediately prior to the date of this AgreementClosing Date shall continue to be effective on its terms unless otherwise expressly stated herein. (b) Notwithstanding the amendment and restatement of the Existing Term Loan Facility by thisthe Existing Restated Credit Agreement, the Credit Parties shall continue to be liable (i) to each Indemnified Person with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in agreements on their part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Term Loan Agreement Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall Lenders may be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered subject arising in connection with the Existing Term Loan Facility and (ii) for the Obligations (as defined in the Existing Term Loan Facility) of the Borrower and the other Credit Facility shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default Parties under the Existing Term Loan Facility and the other Credit Documents (as defined in the Existing Term Loan Facility) that remain unpaid and outstanding as of the date of thisthe Existing Restated Credit Agreement or will affect or impair any rightand such Obligations shall continue to exist under and be evidenced by thisthe Existing Restated Credit Agreement and the other Credit Documents. ThisThe Existing Restated Credit Agreement iswas given as a substitution of, powerand not as a payment of, or remedy the obligations of Agent or Lenders the Credit Parties under or with respect the Existing Term Loan Facility and iswas not intended to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions constitute a novation of the Existing Term Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.Facility. 13.24

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entiretyentirety the Original Loan and Security Agreement effective as of the date hereof. As suchAnything contained herein to the contrary notwithstanding, this Agreement represents in part is not intended to and shall not serve to effect a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, of the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents “Secured Obligations” (as defined thereinin the Original Loan and Security Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Loan and Security Agreement which is secured by the Collateral pursuant to the terms of the applicable Loan Documents. Each Borrower acknowledges and confirms that the liens and security interests granted pursuant to the applicable Loan Documents secure the applicable indebtedness, liabilities and obligations of Borrower to the Lenders under the Original Loan and Security Agreement, as amended and restated by this Agreement, the Loan Documents shall continue in full force and effect in accordance with their terms unless otherwise amended by the parties thereto, and that the term “Secured Obligations” as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of Borrower to Agent and the Lenders) prior includes, without limitation, the indebtedness, liabilities and obligations of Borrower under this Agreement, and under the Original Loan and Security Agreement, as amended and restated hereby, as the same further may be amended, modified, supplemented and/or restated from time to its execution hereoftime. The Loan Documents and all agreements, agrees instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be bound by amended to the terms hereof, and by its execution extent necessary to give effect to the provisions of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references Each reference to the “Loan and Security Agreement” or words of like import in any document, instrument or agreement executed Loan Document shall mean and delivered in connection with the Existing Credit Facility shall be deemed to refer a reference to this Agreement (as this Agreement may be further amended, restated, supplemented or extendedotherwise modified from time to time). Nothing contained Cross-references in this the Loan Documents to particular section numbers in the Original Loan and Security Agreement will shall be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect deemed to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except be cross-references to the extent corresponding sections, as applicable, of this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.Agreement. (SIGNATURES TO FOLLOW)

Amendment and Restatement. Certain of BorrowersThe parties hereto agree that, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013on the Closing Date, the “Existing Loan Agreement”following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations Agreement shall be deemed to be amended and other liabilities restated in its entirety pursuant to this Credit Agreement; (b) all Obligations under the Existing Credit Facility are Agreement outstanding on the Closing Date shall in all respects be continuing obligations and shall be deemed to Obligations outstanding hereunder; (c) the Guaranty Obligations of such Borrowers the Guarantors in favor the Administrative Agent, each Lender, each Treasury Management Bank, each Hedge Bank, and each other holder of the Obligations pursuant to the Existing Credit Agreement, shall remain in full force and effect with respect to the Obligations and are hereby acknowledged and ratified by such Borrowers, and nothing herein reaffirmed; (d) all Letters of Credit outstanding under the Existing Credit Agreement on the Closing Date shall be construed deemed to deem such obligations be Letters of Credit outstanding on the Closing Date under this Credit Agreement; and (e) all references in the other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party Credit Documents to the Existing Loan Credit Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer without further amendment to this Credit Agreement. The parties hereto further acknowledge and agree that this Credit Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under constitutes an amendment to the Existing Loan Credit Agreement or will affect or impair any right, power, or remedy made under and in accordance with the terms of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions Section 11.6 of the Existing Loan Credit Agreement. Each of the parties hereto has caused a counterpart of this Credit Agreement to delete the term be duly executed and delivered as of the Existing Loan Agreement which was date first above written. BORROWERS: SPEEDWAY MOTORSPORTS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice Chairman and CFO SPEEDWAY FUNDING, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT GUARANTORS: ATLANTA MOTOR SPEEDWAY, LLC, a Georgia limited liability company BRISTOL MOTOR SPEEDWAY, LLC, a Tennessee limited liability company CHARLOTTE MOTOR SPEEDWAY, LLC, a North Carolina limited liability company INEX CORP., a North Carolina corporation KENTUCKY RACEWAY, LLC a Kentucky limited liability company NEVADA SPEEDWAY, LLC, a Delaware limited liability company New Hampshire Motor Speedway, Inc., a New Hampshire corporation SMI SYSTEMS, LLC a Nevada limited liability company SMI TRACKSIDE, LLC, a North Carolina limited liability company SMISC HOLDINGS, INC., a North Carolina corporation SPEEDWAY MEDIA, LLC, a North Carolina limited liability company SPEEDWAY PROPERTIES COMPANY, LLC, a Delaware limited liability company SPEEDWAY SONOMA, LLC, a Delaware limited liability company TEXAS MOTOR SPEEDWAY, INC., a Texas corporation U.S. Legend Cars International, Inc., a North Carolina corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President TSI Management Company, LLC, a North Carolina limited liability company By: SMISC Holdings, Inc., Manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., in its capacity as the basis for such continuing Default or Event of DefaultAdministrative Agent By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Assistant Vice President LENDERS: BANK OF AMERICA, N.A., in its capacity as a Lender, Swingline Lender and Issuing Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION as a Lender By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President JPMORGAN CHASE BANK, N.A. as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Officer SUNTRUST BANK as a Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: First Vice President U.S. BANK, NATIONAL ASSOCIATION, As a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President FIRST TENNESSE BANK, N.A., as a Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President TD BANK, N.A., as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Vice President REGIONS BANK, as a Lender By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: Senior Vice President FIFTH THIRD BANK, an Ohio banking corporation, as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director COMERICA BANK, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President SPEEDWAY MOTORSPORTS, INC.

Amendment and Restatement. Certain of BorrowersThe US Borrower, PNCthe Canadian Borrower, as Agent and the Swing Line Lender, and U.S. Bank National Association, as the Issuing Lender, are parties to a Revolving Creditthe other Lenders party hereto, Guarantythe US Administrative Agent, and Security Canadian Administrative Agent have agreed that this Agreement dated as is an amendment and restatement of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, and this Agreement represents in part is not a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and of the Existing Credit FacilityAgreement. The obligations parties hereto acknowledge and other liabilities agree that, effective as of the Closing Date, the Term Facility (as defined in the Existing Credit Agreement) is terminated. The outstanding commitments under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such BorrowersAgreement have been assigned, renewed, extended, modified, and nothing herein shall be construed to deem such obligations rearranged as US Commitments under and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party pursuant to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes . Certain of the obligations and other liabilities of a “Borrower” hereunder and US Facility Lenders (as Lenders under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Agreement) have agreed among themselves, in consultation with the US Borrower, to adjust their respective Commitments and to terminate the commitments of certain lenders under the Existing Credit Agreement who will not become a Lender hereunder (each an “Exiting Lender”). The US Administrative Agent, the US Facility Lenders, the US Borrower and each Exiting Lender (by receipt of the payment in full of the Advances as defined in, and owing to it under, the Existing Credit Agreement and, at such Exiting Lender’s request, under a separate exiting agreement executed by such Exiting Lender) consented to such reallocation and each Existing Lender’s adjustment of, and each Existing Lender’s assignment of, an interest in the commitments and the Existing Lenders’ partial assignments of their respective commitments. On the Closing Date, and after giving effect to such 150 reallocations, adjustments, assignments and decreases, the US Commitment of each US Facility Lender shall be as set forth on Schedule II. The US Facility Lenders shall make all appropriate adjustments and payments between and among themselves to account for the revised pro rata shares resulting from the initial allocation of the US Facility Lenders’ commitments under the Existing Credit Agreement to under this Agreement. The US Borrower and each Lender party hereto that was a “Lender” under the Existing Credit Agreement hereby agrees and this Section 9.26 and any exiting agreement executed by an Exiting Lender that is acceptable to the US Administrative Agent and the US Borrower shall be deemed to refer to this Agreement approved assignment forms as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default required under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of DefaultCredit Agreement.

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, entirety the obligations and other liabilities under the Existing Loan Original Credit Agreement and upon the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution effectiveness of this Agreement, joins in the terms and assumes provisions of the obligations and other liabilities of a “Borrower” hereunder and under the Other DocumentsOriginal Credit Agreement shall, subject to this Section 9.26, be superseded hereby. All references to the “Loan Credit Agreement” or words of like import contained in any document, instrument or agreement executed and the Loan Documents delivered in connection with the Existing Original Credit Facility Agreement or this Agreement shall, and shall be deemed to to, refer to this Agreement. Notwithstanding the amendment and restatement of the Original Credit Agreement by this Agreement, the Obligations of the Borrower and the other Loan Parties outstanding under the Original Credit Agreement and the other Loan Documents as of the Closing Date shall remain outstanding without novation and shall constitute continuing Obligations and shall continue as such to be secured by the Collateral. Such Obligations shall in all respects be continuing and this Agreement may and the other Loan Documents shall not be further amendeddeemed to evidence or result in a substitution, restated, supplemented novation or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event repayment and reborrowing of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default Obligations which shall remain in effect full force and effect, except to the any extent this Agreement has amended the provisions modified hereunder. The Liens securing payment of the Obligations under the Original Credit Agreement, as amended and restated in the form of this Agreement, shall in all respects be continuing, securing the payment of all Obligations. [Signature Pages Omitted] EXHIBIT C EXHIBIT M – FORM OF JUNIOR LIEN INTERCREDITOR AGREEMENT [See attached.] Exhibit M JUNIOR LIEN INTERCREDITOR AGREEMENT Junior Lien Intercreditor Agreement (this “Agreement”), dated as of [ ], 20[ ], among BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacities, with its successors and assigns, and as more specifically defined below, the “Existing Loan Agreement First Priority Representative”) for the Existing First Priority Secured Creditors (as defined below) secured pursuant to delete the term Existing First Priority Agreement, [______________], as administrative agent and collateral agent for the Second Priority Creditors (as defined below) and each other First Priority Representative and Second Priority Representative that from time to time becomes a party hereto pursuant to the terms hereof, and acknowledged and agreed to by, HAYWARD INTERMEDIATE, INC., a Delaware corporation (“Holdings”), HAYWARD INDUSTRIES, INC., a New Jersey corporation (the “Borrower”) and each of the Existing other Loan Agreement which was the basis for such continuing Default or Event of DefaultParties (as defined below) party hereto.

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013On the Restatement Date, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Repurchase Agreement amends shall be amended and restates the Existing Loan Agreement restated in its entirety. As such, entirety by this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party (a) all references to the Existing Loan Repurchase Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any documentTransaction Document other than this Agreement (including in any amendment, instrument waiver or agreement executed and delivered in connection with the Existing Credit Facility consent) shall be deemed to refer to the Existing Repurchase Agreement as amended and restated hereby, (b) all references to any section (or subsection) of the Existing Repurchase Agreement in any Transaction Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement and (c) except as the context otherwise provides, all references to this Agreement may in the Existing Repurchase Agreement (including for purposes of indemnification and reimbursement of fees) shall be further amendeddeemed to be references to the Existing Repurchase Agreement as amended and restated hereby. This Agreement is not intended to constitute, restatedand does not constitute, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event a novation of Default the obligations and liabilities under the Existing Loan Repurchase Agreement (including the “Repurchase Obligations” under and as defined therein) or will affect to evidence payment of all or impair any rightportion of such obligations and liabilities. On and after the Restatement Date, power(a) the Existing Repurchase Agreement shall be of no further force and effect except as amended and restated hereby and except to evidence (i) the incurrence by Seller of the “Repurchase Obligations” under and as defined therein (whether or not any of such “Repurchase Obligations” is contingent as of the Restatement Date), or remedy of Agent or Lenders under or (ii) the representations and warranties made thereunder by Seller prior to the Restatement Date (other than the GS Asset Representations made by Seller therein with respect to such continuing Default the Initial Transaction Asset) and (iii) any action or Event omission performed or required to be performed pursuant to the Existing Repurchase Agreement prior to the Restatement Date (including any failure, prior to the Restatement Date, to comply with the covenants contained in the Existing Repurchase Agreement) and (b) the terms and conditions of Defaultthis Agreement and rights and remedies under the Transaction Documents, shall apply to all Repurchase Obligations incurred under the Existing Repurchase Agreement. Any such continuing Default or Event of Default Until the Restatement Date, the Existing Repurchase Agreement shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Defaultfull force and effect, in accordance with its terms.

Amendment and Restatement. Certain of The Borrowers, PNCthe Lenders and the Administrative Agent agree that, as Agent upon (i) the execution and Lender, delivery of this Agreement by each of the parties hereto and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 4.1 and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 20134.2, the “Existing Loan Agreement”) with respect to a revolving credit facility (terms and provisions of the “Existing Credit Facility”) extended to such BorrowersAgreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement amends is not intended to and restates shall not constitute a novation, payment and reborrowing or termination of the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities Obligations under the Existing Credit Facility are continuing obligations Agreement and the other Loan Documents as in effect prior to the date hereof or the Indebtedness created thereunder. The commitment of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not each Lender that is a party to the Existing Credit Agreement shall, on the date hereof, automatically be deemed amended and the only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Agreement or the Other Documents Documents” (as defined thereinin the Existing Credit Agreement) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Credit Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility “Loan Documents” shall be deemed to refer to this Agreement as this Agreement may be further amendedand the Loan Documents, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default (b) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the date hereof shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement or will affect or impair as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s Pro Rata Share on the date hereof, and the Borrowers hereby agrees to compensate each Lender for any rightand all losses, power, or remedy costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Advance on the terms and in the manner set forth in Section 3.4 hereof and (d) the liens and security interests in favor of the Administrative Agent or Lenders under or for the benefit of the Holders of Secured Obligations (as defined in the Security Agreement) securing payment of the Obligations are in all respects continuing and in full force and effect with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Defaultall Obligations.

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”a) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends is intended to amend and restates the Existing Loan Agreement restate and supersede and replace in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and entirety the Existing Credit FacilityAgreement, without novation, with the Commitments set forth herein and the Lenders and L/C Issuers party hereto. The Any Lender party to the Existing Credit Agreement not listed in the signature pages hereof shall cease to be a Lender on the Closing Date upon payment of all amounts (except principal) due to it under Section 4.01(d) and all amounts of principal owing to it under Section 10.21(b). Without limiting the generality of the foregoing, on the Closing Date, each Lender listed on the signature pages hereof not previously party to the Existing Credit Agreement shall be and become a Lender hereunder and shall have all of the rights and be obligated to perform all of the obligations of a Lender hereunder to the extent of its Commitment. Notwithstanding anything to the contrary contained in the Existing Credit Agreement, in order to effect the restructuring of the existing credit facilities as contemplated by this Agreement, (i) all existing Letters of Credit under (and other liabilities as defined in) the Existing Credit Agreement will be deemed to be Letters of Credit in accordance with this Agreement, (ii) all accrued and unpaid interest, and all accrued and incurred and unpaid fees, costs and expenses payable under the Existing Credit Facility are continuing obligations Agreement, including all accrued and unpaid Letter of such Borrowers Credit Fees under (and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined thereinin) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution Section 2.03(j) of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility Agreement, fronting fees under (and as described in ) Section 2.03(k) of the Existing Credit Agreement and all fees and expenses outstanding under Section 10.04(a) and Section 10.04(b) of the Existing Credit Agreement and other similar costs and expenses, will be due and payable on the Closing Date, (iii) all loans and other obligations of the Borrowers outstanding as of the Closing Date under the Existing Credit Agreement shall be deemed to refer to this Agreement be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall take any such actions as this Agreement may be further amendedset forth in clause (b) below, restated, supplemented or extended. Nothing contained (iv) all Base Rate Loans (as defined in this Agreement will be construed as waiving any continuing Default or Event of Default the Existing Credit Agreement) then outstanding under the Existing Credit Agreement shall continue as Base Rate Loans under this Agreement subject to the definition of “Base Rate” as defined in this Agreement, (v) all Alternative Currency Loans (as defined in the Existing Credit Agreement) then outstanding under the Existing Credit Agreement shall continue as Alternative Currency Loans in their respective currencies under this Agreement subject to the terms and conditions set forth in this Agreement, (vi) all Swing Line Loans (as defined in the Existing Credit Agreement) then outstanding under the Existing Credit Agreement shall continue as Swing Line Loans under this Agreement subject to the terms hereof and (vii) the Interest Periods for all Eurocurrency Rate Loans (each as defined in the Existing Credit Agreement) then outstanding under the Existing Credit Agreement shall terminate and, at the option of the Company pursuant to a Committed Loan Notice or Swing Line Loan Notice delivered pursuant to Section 4.01 on or prior to the Closing Date, such Loans shall be converted to either Term SOFR Loans, Base Rate Loans or Alternative Currency Loans, as applicable, under this Agreement or will affect or impair any rightsubject to the terms hereof (or, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event the alignment of Defaultany Interest Period on the Closing Date, as set forth in the applicable Committed Loan Notice). Any such continuing Default or Event Each party hereto acknowledges and agrees that, on and after the Closing Date, the Applicable Rate applicable to any Loan shall be as set forth in the definition of Default shall remain “Applicable Rate” in effect except Section 1.01, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the extent this Agreement has amended Closing Date, and each Lender party hereto consents to any early termination of any Interest Periods (as defined in the provisions Existing Credit Agreement) as contemplated by the foregoing clause (vii) and agrees to waive any amounts to which it might otherwise be entitled under Section 3.05 of the Existing Loan Credit Agreement to delete the term solely in connection therewith. The Letters of Credit (undrawn or drawn but as yet unreimbursed as of the Closing Date) outstanding under the Existing Loan Credit Agreement on the Closing Date, which was are specified on Schedule 1.02, shall, following the basis for such continuing Default or Event satisfaction of Defaultall conditions precedent as set forth in Section 4.01 to the initial Credit Extension hereunder, be deemed to constitute Letters of Credit issued hereunder in the same manner and subject to the same terms and conditions as if issued initially as Letters of Credit pursuant to Section 2.03.

Amendment and Restatement. Certain of The Borrowers, PNC, as the Administrative Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as the Lenders hereby agree that upon the effectiveness of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013this Agreement, the “terms and provisions of the Original Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Original Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, the Borrowers shall continue to be liable to the Administrative Agent and the Existing Loan Agreement”) Lenders with respect to a revolving credit facility (agreements on the “part of the Borrowers under Section 11.11 of the Original Agreement to indemnify and hold harmless the Administrative Agent and the Existing Credit Facility”) extended Lenders from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to such Borrowerswhich the Administrative Agent and the Existing Lenders may be subject arising in connection with the Original Agreement. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part is given as a renewal substitution of, and is issued in substitution and exchange for, and not in satisfaction or novation as a payment of, the obligations and other liabilities of Borrowers under the Existing Loan Original Agreement and is not intended to constitute a novation of the Existing Credit FacilityOriginal Agreement. The obligations and other liabilities under Except as otherwise selected by the Existing Credit Facility are continuing obligations Borrowers by delivery of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, a Borrowing Notice or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party interest rate selection notice prior to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by Closing Date in accordance with the terms hereof, and by its execution upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Original Agreement as of the Closing Date, as determined by the Lenders, shall constitute Advances hereunder accruing interest with respect to the Base Rate Loans under the Original Agreement, joins in and assumes at the obligations and other liabilities of a “Borrower” hereunder and under the Other DocumentsBase Rate hereunder. All references The Borrowers shall furnish to the “Loan Agreement” or words of like import in any document, instrument or agreement executed Administrative Agent a notice pursuant to Section 2.11 for existing Loans and delivered Borrowing Notices for additional Loans as may be required in connection with the Existing Credit Facility allocation of Loans among Lenders in accordance with their Applicable Commitment Percentages. This Agreement shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under become effective upon the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions execution of the Existing Loan Agreement to delete by the term Borrowers, the Agent and the Required Lenders and the satisfaction of the Existing Loan Agreement which was the basis for such continuing Default or Event of Defaultconditions set forth in Section 5.01.

Amendment and Restatement. Certain Guarantor agrees that this Guaranty is given as a continuation, modification and extension of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement the Guaranty of Recourse Obligations dated as of October 20June 30, 2010 2019 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan AgreementOriginal Guaranty”) by Guarantor in favor of Administrative Agent and shall not constitute a novation of the Original Guaranty. Notwithstanding the modifications effected by this Guaranty of the representations, warranties and covenants of Guarantor contained in the Original Guaranty, Guarantor acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent and Lenders arising out of the representations and warranties of Guarantor contained in the Original Guaranty (but only with respect to a revolving credit facility (the “Existing Credit Facility”period of time prior to the date hereof) extended to such Borrowersshall survive the execution and delivery of this Guaranty. This Agreement amends All indemnification and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing guaranty obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party Guarantor pursuant to the Existing Loan Agreement or Original Guaranty (including any arising from a breach of the Other Documents (as defined therein) prior to its execution hereofrepresentations thereunder), agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or but only with respect to such continuing Default or Event the period of Default. Any such continuing Default or Event of Default shall remain in effect except time prior to the extent this Agreement has amended date hereof, shall survive the provisions amendment and restatement of the Existing Loan Agreement Original Guaranty pursuant to delete the term this Guaranty. REMAINDER OF PAGE INTENTIONALLY BLANK AMENDED AND RESTATED GUARANTY OF RECOURSE OBLIGATIONS – Page 18 HTI MOB Portfolio (Upsizing) SIGNATURE PAGE TO AMENDED AND RESTATED GUARANTY OF RECOURSE OBLIGATIONS EXECUTED as of the Existing Loan Agreement which day and year first above written. HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: /s/Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Title: Authorized Signatory STATE OF New York ) ) ss. COUNTY OF New York ) This instrument was the basis for such continuing Default or Event acknowledged before me on December 12, 2019, by Mxxxxxx Xxxxxxxx, Authorized Signatory of Default.HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, on behalf of said limited partnership. /s/Jxxxx Xxxxx Notary Public, State of New York AMENDED AND RESTATED GUARANTY OF RECOURSE OBLIGATIONS – Signature Page HTI MOB Portfolio (Upsizing) SCHEDULE I BORROWER LIST

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by a) On the Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013Effective Date, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Original Credit Facility”) extended to such Borrowers. This Agreement amends shall be amended and restates the Existing Loan Agreement restated in its entirety. As such, entirety in the form of this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined thereina) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All all references to the “Loan Agreement” or words of like import Original Credit Agreement in any documentLoan Document other than this Agreement (including in any amendment, instrument waiver or agreement executed and delivered in connection with the Existing Credit Facility consent) shall be deemed to refer to the Original Credit Agreement as amended and restated hereby, (b) all references to any section (or subsection) of the Original Credit Agreement in any Loan Document other than this Agreement shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement, (c) except as the context otherwise provides, all references to this Agreement may herein (including for purposes of indemnification and reimbursement of fees) shall be further amendeddeemed to be reference to the Original Credit Agreement as amended and restated hereby and (d) the Borrower hereby (i) ratifies and reaffirms all of its obligations under each of the Loan Documents (as amended hereby) to which it is a party and (ii) acknowledges and agrees that subsequent to, restatedand taking into account all of the terms and conditions of this Agreement, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under each Loan Document (including the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect security provisions set forth therein) to such continuing Default or Event of Default. Any such continuing Default or Event of Default which it is a party shall remain in full force and effect except to in accordance with the extent terms thereof and shall not be impaired or limited by the execution and delivery of this Agreement. The Borrower, the Administrative Agent and each Lender acknowledges and agrees that (A) all Secured Cash Management Agreements under and as defined in the Original Credit Agreement that remain outstanding as of the Amendment No. 1 Effective Date shall continue as Secured Cash Management Agreements for purposes of this Agreement has amended and (B) all Swap Agreements under and as defined in the provisions Original Credit Agreement that remain outstanding as of the Existing Loan Amendment No. 1 Effective Date shall continue as Swap Agreements for purposes of this Agreement. This Agreement is not intended to delete the term constitute, and does not constitute, a novation of the Existing Original Credit Agreement or any other Loan Document or the obligations and liabilities under the Original Credit Agreement which was or any other Loan Documents (including the basis for Loan Document Obligations) or to evidence, and does not evidence, payment of all or any portion of such continuing Default or Event of Defaultobligations and liabilities.

Amendment and Restatement. Certain This Agreement shall become effective on the Restatement Effective Date and shall supersede all provisions of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security the Existing Credit Agreement dated as of October 20such date and the Existing Credit Agreement shall thereafter be of no further force and effect, 2010 except to evidence (as amended i) the incurrence by Amendment No. 1 to Loan the Borrower of the obligations under the Existing Credit Agreement effective (whether or not such obligations are contingent as of May 9the Restatement Effective Date), 2013 (ii) the representations and warranties made by a Joinder the Borrower prior to the Restatement Effective Date and Amendment No. 2 (iii) any action or omission performed or required to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect be performed pursuant to a revolving credit facility (the “such Existing Credit Facility”) extended Agreement prior to such Borrowersthe Restatement Effective Date. From and after the Restatement Effective Date all references made to the Existing Credit Agreement in any Transaction Document or in any other instrument or document shall, without further action, be deemed to refer to this Agreement. This Agreement amends and restates the Existing Loan Credit Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution not intended to be or operate as a novation or an accord and exchange for, and not in satisfaction of the Existing Credit Agreement or novation of, the obligations and other liabilities under of the Existing Loan Agreement Borrower evidenced or provided for thereunder. Without limiting the generality of the foregoing, the Borrower agrees that notwithstanding the execution and delivery of this Agreement, the security interest, lien, collateral security or supporting obligations previously granted to the Administrative Agent in its individual capacity pursuant to the Transaction Documents shall be and remain in full force and effect and that any rights and remedies of the Administrative Agent in its individual capacity thereunder and obligations of the Borrower thereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged thereby and shall secure all of the Borrower’s Obligations and liabilities to Administrative Agent and the Existing Credit Facility. The obligations and other liabilities Lenders under the Existing Credit Facility are continuing obligations of such Borrowers Agreement as amended and are hereby acknowledged and ratified by such Borrowersrestated hereby. Without limiting the foregoing, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer parties to this Agreement as hereby acknowledge and agree that the “Credit Agreement” referred to in the Transaction Documents shall from and after the date hereof be deemed references to this Agreement. In Witness Whereof, the parties have caused this Agreement may to be further amendedexecuted by their respective officers thereunto duly authorized, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan date first above written. Borrower: Runway Growth Finance Corp. By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Chief Financial Officer and Chief Operating Officer 200 X. Xxxxxxxx Xxx., Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Txxxxx X. Xxxxxxxx- tx@xxxxxxxxxxxx.xxx Cxxxxxx Xxxxxxx- cx@xxxxxxxxxxxx.xxx Telephone No.: 300.000.0000 Signature Page to Amended and Restated Credit Agreement Paying Agent: U.S. Bank Trust Company, National Association By: /s/ Rxxxx X. Xxxxxxx, Xx. Name: Rxxxx X. Xxxxxxx, Xx. Title: Senior Vice President Global Corporate Trust Oxx Xxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Reference: Runway Growth Finance Corp. Attention: E-Mail: Collateral Custodian: U.S. Bank Trust Company, National Association By: /s/ Rxxxx X. Xxxxxxx, Xx. Name: Rxxxx X. Xxxxxxx, Xx. Title: Senior Vice President Global Corporate Trust Oxx Xxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Reference: Runway Growth Finance Corp. Attention: E-Mail: Signature Page to delete Amended and Restated Credit Agreement Managing Agent for the term KeyBank Lender Group: KeyBank National Association By: /s/ Rxxxxxx Xxxxxxxx Name: Rxxxxxx Xxxxxxxx Title: Senior Vice President KeyBank National Association 1000 XxXxxxxx Xxxxxxxxx Superior, Colorado 80027 Attn: Rxxxxxx Xxxxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 Lender for the KeyBank Lender Group: KeyBank National Association By: /s/ Rxxxxxx Xxxxxxxx Name: Rxxxxxx Xxxxxxxx Title: Senior Vice President Commitment: $75,000,000 KeyBank National Association 1000 XxXxxxxx Xxxxxxxxx Superior, Colorado 80027 Attn: Rxxxxxx Xxxxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 Signature Page to Amended and Restated Credit Agreement Administrative Agent: KeyBank National Association By: /s/ Rxxxxxx Xxxxxxxx Name: Rxxxxxx Xxxxxxxx Title: Senior Vice President KeyBank National Association 1000 XxXxxxxx Xxxxxxxxx Superior, Colorado 80027 Attn: Rxxxxxx Xxxxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 Signature Page to Amended and Restated Credit Agreement Managing Agent for the CIBC Bank USA Lender Group: CIBC BANK USA By: /s/ Sxxxx Xxxxxxxx Name: Sxxxx Xxxxxxxx Title: Associate Managing Director Address: 100 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 Attn: Sxxxx Xxxxxxxx Phone: 300-000-0000 Fax: N/A Lender for the CIBC BANK USA Lender Group: CIBC BANK USA By: /s/ Sxxxx Xxxxxxxx Name: Sxxxx Xxxxxxxx Title: Associate Managing Director Commitment: $50,000,000 Address: 100 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 Attn: Sxxxx Xxxxxxxx Phone: 300-000-0000 Fax: N/A Signature Page to Amended and Restated Credit Agreement Managing Agent for the MUFG Union Bank, N.A. Lender Group: MUFG Union Bank, N.A. By: /s/ J. Wxxxxxx Xxxxxx Name: J. Wxxxxxx Xxxxxx Title: Managing Director Address: 1000 Xxxxxxxx, 0xx Xxxxx Xxxxxxx, XX 00000 Attn: J. Wxxxxxx Xxxxxx Phone: (000) 000-0000 Lender for the MUFG Union Bank, N.A. Lender Group: MUFG Union Bank, N.A. By: /s/ J. Wxxxxxx Xxxxxx Name: J. Wxxxxxx Xxxxxx Title: Managing Director Commitment: $50,000,000 Address: 1000 Xxxxxxxx, 0xx Xxxxx Xxxxxxx, XX 00000 Attn: J. Wxxxxxx Xxxxxx Phone: (000) 000-0000 Signature Page to Amended and Restated Credit Agreement Managing Agent for the Bank of Hope Lender Group: Bank of Hope By: /s/ Kxxx Xxxxxxxx Name: Kxxx Xxxxxxxx Title: SVP, Corporate Banking Group Address: 3000 Xxxxxxxx Xxxx., Xxxxx 000 Xxx Xxxxxxx, XX 00000 Attn: Pxxxx Xxxxxxxx Phone: (000) 000-0000 | Ext. 56374 Lender for the Existing Loan Bank of Hope Lender Group: Bank of Hope By: /s/ Kxxx Xxxxxxxx Name: Kxxx Xxxxxxxx Title: SVP, Corporate Banking Group Commitment: $25,000,000 Address: 3000 Xxxxxxxx Xxxx., Xxxxx 000 Xxx Xxxxxxx, XX 00000 Attn: Pxxxx Xxxxxxxx Phone: (000) 000-0000 | Ext. 56374 Signature Page to Amended and Restated Credit Agreement which was Managing Agent for the basis First Foundation Bank Lender Group: First Foundation Bank By: /s/ Axxx Xxxxxx Name: Axxx Xxxxxx Title: Senior Vice President Address: 6000 Xxx Xxxxx Xxxxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 Attn: Axxx Xxxxxx Phone: (000) 000-0000 Lender for such continuing Default or Event of Default.the First Foundation Bank Lender Group: First Foundation Bank By: /s/ Axxx Xxxxxx Name: Axxx Xxxxxx Title: Senior Vice President Commitment: $25,000,000 Address: 6000 Xxx Xxxxx Xxxxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 Attn: Axxx Xxxxxx Phone: (000) 000-0000 Signature Page to Amended and Restated Credit Agreement Documentation Agent: CIBC BANK USA By: /s/ Sxxxx Xxxxxxxx Name: Sxxxx Xxxxxxxx Title: Associate Managing Director Address: 100 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 Attn: Sxxxx Xxxxxxxx Phone: 300-000-0000 Fax: N/A Signature Page to Amended and Restated Credit Agreement Co-Documentation Agent: MUFG UNION BANK, N.A. By: /s/ J. Wxxxxxx Xxxxxx Name: J. Wxxxxxx Xxxxxx Title: Managing Director Address: 1000 Xxxxxxxx, 0xx Xxxxx Xxxxxxx, XX 00000 Attn: J. Wxxxxxx Xxxxxx Phone: (000) 000-0000 Signature Page to Amended and Restated Credit Agreement

Amendment and Restatement. Certain This Agreement represents a full and complete amendment and restatement of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security the Credit Agreement dated as of October 20September 9, 2010 1997 (as amended, the "Existing Credit Agreement"), among the Borrower, NationsBank of Texas, N.A., predecessor in interest to the Administrative Agent, as administrative agent, and the Lenders named therein, which amended by Amendment No. 1 to Loan and restated the Credit Agreement effective dated as of May 9August 13, 2013 1996, among the Borrower, NationsBank of Texas, N.A., as administrative agent, Provident, as documentation agent, and by a Joinder and Amendment Nothe Lenders named therein. 2 to Loan Documents effective The Existing Credit Agreement is deemed replaced hereby as of December 13, 2013, the “Existing Loan effectiveness of this Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to . The indebtedness under such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, prior version of this Agreement represents continues under this Agreement (as reallocated among the Lenders in part connection with the effectiveness of this Agreement) and the execution of this Agreement does not indicate a renewal ofpayment, and is issued in substitution and exchange forsatisfaction, and not in satisfaction novation, or novation of, discharge thereof. All support for the obligations and other liabilities indebtedness under the Existing Loan prior version of this Agreement and continues to support the Existing Credit Facilityindebtedness hereunder. The obligations and other liabilities under Upon the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution effectiveness of this Agreement, joins all outstanding Advances shall be reallocated among the Lenders ratably in and assumes the obligations and other liabilities of a “Borrower” hereunder and accordance with their Commitments. Amounts payable under the Other Documents. All references prior version of this Agreement shall accrue thereunder until the effectiveness of this Agreement and the Administrative Agent shall arrange with the Borrower and the Lenders to prorate and ratably distribute to the “Loan Agreement” or words Administrative Agent and the Lenders all amounts payable under the prior version of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under for the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except periods prior to the extent effectiveness of this Agreement has amended the provisions Agreement. THE BORROWER, THE LENDERS, THE ISSUING LENDER AND THE ADMINISTRATIVE AGENT HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, A CREDIT AGREEMENT IN WHICH THE AMOUNT INVOLVED IN THE CREDIT AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE LOAN AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY'S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN CREDIT AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THE CREDIT AGREEMENT. THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS, AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. EXECUTED as of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.date first above written. BORROWER: CARRIAGE SERVICES, INC. -71- By: -------------------------------------- Thomas C. Livengood, Executive Vice Xxxxxxxxx and Chief Financial Officer ADMINISTRATIVE AGENT: NATIONSBANK, N.A. d/b/a BANK OF AMERICA, N.A. By: -------------------------------------- Craig S. Wall Senior Vice Pxxxxxxxx XXMMITMENT: LENDERS: NATIONSBANK, N.A. d/b/a BANK OF AMERICA, N.A. Commitment: $40,000,000 By: -------------------------------------- Craig S. Wall Senior Vice Pxxxxxxxx PROVIDENT SERVICES, INC. Commitment: $50,000,000 By: -------------------------------------- Daniel M. Chong Vice Presidxxx BANK ONE, TEXAS, NA Commitment: $40,000,000 By: -------------------------------------- Name: -------------------------------------- Title: -------------------------------------- FIRST UNION NATIONAL BANK Commitment: $20,000,000 By: -------------------------------------- Name: -------------------------------------- Title: -------------------------------------- CHASE BANK TEXAS, N.A. Commitment: $35,000,000 By: -------------------------------------- Name: -------------------------------------- Title: -------------------------------------- WELLS FARGO BANK (TEXAS), NATIONAL XXXOCIATION Commitment: $15,000,000 By: -------------------------------------- Name: -------------------------------------- Title: -------------------------------------- UNION BANK OF CALIFORNIA, N.A. Commitment: $15,000,000 By: -------------------------------------- Name: -------------------------------------- Title: -------------------------------------- SUNTRUST BANK, ATLANTA Commitment: $25,000,000 By: -------------------------------------- Name: -------------------------------------- Title: -------------------------------------- By: -------------------------------------- Name: -------------------------------------- Title: -------------------------------------- SOUTHWEST BANK OF TEXAS, N.A.

Amendment and Restatement. Certain of BorrowersEach Obligor hereby acknowledges, PNCconfirms and agrees that the Collateral Agent shall continue to have a security interest in and lien upon the Collateral heretofore granted to the Collateral Agent (or any predecessor Collateral Agent) pursuant to the Prior Security Agreement to secure the Secured Obligations, as Agent and Lender, and U.S. Bank National Association, well as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, any Collateral granted under this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, under any of the obligations and other liabilities under Security Document or otherwise granted to or held by the Existing Loan Agreement and the Existing Credit FacilityCollateral Agent. The obligations liens and other liabilities under security interests of the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to Collateral Agent in the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility Collateral shall be deemed to refer be continuously granted and perfected from the earliest date of the granting and perfection of such liens and security interests to the Collateral Agent (or any predecessor Collateral Agent), whether under the Prior Security Agreement, this Agreement or any of the other Security Documents. Except as otherwise stated in this Section 28, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Prior Security Agreement may be further amendedare simultaneously amended and restated in their entirety, and as so amended and restated, supplemented or extended. Nothing contained replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement will Agreement, except that nothing herein or in the other Security Documents shall impair or adversely affect the continuation of the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Obligors to the Collateral Agent (or any predecessor Collateral Agent), whether directly, indirectly or otherwise. The amendment and restatement contained herein shall not, in any manner, be construed as waiving to impair, limit, cancel or extinguish, or constitute a novation in respect of, the liens and security interests of the Collateral Agent (or any continuing Default or Event of Default predecessor Collateral Agent), granted under the Existing Loan Agreement Prior Security Agreement, which shall not in any manner be impaired, limited, terminated, waived or will affect or impair any rightreleased, power, or remedy but shall continue in full force and effect in favor of Collateral Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to for the extent this Agreement has amended the provisions benefit of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of DefaultSecured Parties. [Intentionally left blank. Next page is a signature page.]

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends shall become effective on the Effective Date and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and shall supersede all provisions of the Existing Credit FacilityAgreement as of such date. The obligations From and other liabilities after the Effective Date, (a)(i) the commitments of those Lenders under the Existing Credit Facility Agreement that are continuing obligations as Lenders under this Agreement (the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” under the Existing Credit Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such Borrowers Continuing Lenders and are hereby acknowledged and ratified by such Borrowers, and nothing herein of those Lenders party to this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Effective Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be construed repaid in full (together with all interest accrued thereon and amounts payable pursuant to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to Section 1.12 hereof of the Existing Loan Credit Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with such payment, and all fees accrued under the Existing Credit Facility Agreement through the Effective Date) on the Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 hereof of the Existing Credit Agreement as if the outstanding Revolving Loans had been prepaid on the Effective Date); and (c) all outstanding “Revolving Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Revolving Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Revolving Loans and L/C Obligations outstanding on the Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and sales shall be deemed arranged through the Administrative Agent and each Lender hereby agrees to refer execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swingline Signature Page to Xxxxx Lang LaSalle Finance B.V. Second Amended and Restated Multicurrency Credit Agreement IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan date first above written. XXXXX XXXX LASALLE FINANCE B.V. By ____________________________________ Title _________________________________ XXXXX LANG LASALLE INCORPORATED, as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE CO-INVESTMENT, INC., as Guarantor By ____________________________________ Title _________________________________ XXXXX LANG LASALLE INTERNATIONAL, INC., as Guarantor By ____________________________________ Title _________________________________ LASALLE INVESTMENT MANAGEMENT, INC., as Guarantor By ____________________________________ Title _________________________________ Signature Page to Xxxxx Xxxx LaSalle Finance B.V. Second Amended and Restated Multicurrency Credit Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of DefaultXXXXX LANG LASALLE AMERICAS, INC., as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE LIMITED, as Guarantor By ____________________________________ Title _________________________________ XXXXX LANG LASALLE SE, as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE NEW ENGLAND LLC, as Guarantor By ____________________________________ Title _________________________________ XXXXX LANG LASALLE BROKERAGE, INC., as Guarantor By ____________________________________ Title _________________________________

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties Reference is made to a Revolving Credit, Guaranty, and that certain BB&T Security Agreement by and among the parties hereto dated as of October 20March 30, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility 2012 (the “Existing Credit FacilityOriginal Security Agreement”). The parties hereto acknowledge and agree that (i) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Security Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such BorrowersLoan Documents, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement whether executed and delivered in connection with herewith or otherwise, do not constitute a novation or repayment and reborrowing of the Existing Credit Facility Loan, (ii) the obligations under the Original Security Agreement and the Loan Documents (as defined in the Original Security Agreement) are in all respects continuing (as amended and restated and converted hereby and which are in all respects hereinafter subject to the terms herein) and (iii) the liens and security interests as granted under the Loan Documents (as defined in the Original Security Agreement) are in all respects continuing and in full force and effect and are reaffirmed hereby. The parties hereto acknowledge and agree that on and after the date hereof, (i) all references to the Security Agreement shall be deemed to refer to the Original Security Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Original Security Agreement or the Loan Documents shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Security Agreement and (iii) except as the context otherwise provides, on or after the date hereof, all references to this Security Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Original Security Agreement as amended and restated hereby. SIGNATURE PAGE FOR SECURITY AGREEMENT The parties have signed this Security Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.day and year first above written. DEBTORS: BROOKWOOD COMPANIES INCORPORATED By: /s/ Xxxxxx X. Xxxxxx Meulen Name: Xxxxxx X. Xxxxxx Meulen Title: Vice President and Chief Financial Officer XXXXXX INDUSTRIES, INC. By: /s/ Xxxxxx X. Xxxxxx Meulen Name: Xxxxxx X. Xxxxxx Meulen Title: Vice President BROOKWOOD LAMINATING, INC. By: /s/ Xxxxxx X. Xxxxxx Meulen Name: Xxxxxx X. Xxxxxx Meulen Title: Vice President ASHFORD BROMLEY, INC. By: /s/ Xxxxxx X. Xxxxxx Meulen Name: Xxxxxx X. Xxxxxx Meulen Title: Vice President STRATEGIC TECHNICAL ALLIANCE, LLC By: /s/ Xxxxxx X. Xxxxxx Meulen Name: Xxxxxx X. Xxxxxx Meulen Title: Vice President BANK: BRANCH BANKING AND TRUST COMPANY By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President

Amendment and Restatement. Certain The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement, (b) the Collateral Documents (as defined in the Existing Credit Agreement and giving effect to any amendments thereto) and the Liens created thereunder in favor of Borrowers, PNC, Regions Bank as the Collateral Agent and/or the Administrative Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 securing the Obligations (as amended by Amendment No. 1 to Loan Agreement effective as of May 9defined in the Existing Credit Agreement), 2013 shall remain in full force and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) effect with respect to a revolving credit facility the Obligations and are hereby reaffirmed, (the “Existing Credit Facility”c) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement all Obligations (as defined in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities Agreement) under the Existing Credit Facility are continuing Agreement shall be deemed to be Obligations outstanding hereunder and this Agreement shall not constitute a novation of such Obligations or any of the rights, duties and obligations of such Borrowers the parties hereunder and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and (d) all references in the other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party Credit Documents to the Existing Loan Credit Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer without further amendment to this Agreement as Agreement. The parties hereto further acknowledge and agree that this Agreement may constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.4 of the Existing Credit Agreement. All Revolving Loans (as defined in the Existing Credit Agreement) and Swingline Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement immediately prior to the Closing Date shall, as of the Closing Date, be further deemed to be a borrowing of Revolving Loans and Swingline Loans, respectively, in an equivalent amount and with the same Interest Period (to the extent applicable for Adjusted LIBOR Rate Loans) hereunder as of the Closing Date and in connection therewith, the Administrative Agent, the Borrower and the Lenders hereby acknowledge and agree that the Revolving Commitments (as defined in the Existing Credit Agreement) in effect under the Existing Credit Agreement immediately prior to the Closing Date have been reallocated to the Revolving Commitments set forth on Appendix A and the Revolving Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement immediately prior to the Closing Date have been reallocated as necessary to give effect to the Revolving Commitments, and such reallocations shall be effective on the Closing Date and do not require any Assignment and Assumption or any other action of any Person. [END] Exhibit B Lenders, Commitments and Commitment Percentages Lender Revolving Commitment Revolving Commitment Percentage Outstanding Term Loan A Term Loan A Percentage Regions Bank $ 34,782,608.69 21.739130431 % $ 15,217,391.31 21.739130443 % PNC Bank, National Association $ 27,826,086.96 17.391304350 % $ 12,173,913.04 17.391304343 % Silicon Valley Bank $ 20,869,565.22 13.043478262 % $ 9,130,434.78 13.043478257 % Xxxxxxx Xxxxxxx Bank $ 17,391,304.35 10.869565219 % $ 7,608,695.65 10.869565214 % Trustmark National Bank $ 17,391,304.35 10.869565219 % $ 7,608,695.65 10.869565214 % Synovus Bank $ 17,391,304.35 10.869565219 % $ 7,608,695.65 10.869565214 % Bank of America, N.A. $ 13,913,043.48 8.695652175 % $ 6,086,956.52 8.695652172 % Xxxxxx Bank $ 10,434,782.60 6.521739125 % $ 4,565,217.40 6.521739143 % Total: $ 160,000,000.00 100.000000000 % $ 70,000,000.00 100.000000000 % Exhibit C Exhibit 2.8 [Form of] Conversion/Continuation Notice Date: _________, 20__ To: Regions Bank, as Administrative Agent Re: Amended and Restated Credit Agreement dated as of June 16, 2020 (as amended, restated, increased, extended, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under otherwise modified from time to time, the Existing Loan Agreement or will affect or impair any right“Credit Agreement”) among Computer Programs and Systems, powerInc., or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to a Delaware corporation (the extent this Agreement has amended the provisions “Borrower”), certain Subsidiaries of the Existing Loan Agreement Borrower from time to delete time party thereto, as Guarantors, the term Lenders from time to time party thereto and Regions Bank, as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: Pursuant to Section 2.8 of the Existing Loan Agreement which was Credit Agreement, the basis for such continuing Default undersigned hereby requests (select one): ☐ A conversion or Event continuation of Default.Revolving Loans ☐ A conversion or continuation of Term Loans ☐ A conversion or continuation of Swingline Loans

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates in its entirety the Existing Loan Credit Agreement in its entiretyand from and after the Effective Date, the terms and provisions of the Existing Credit Agreement shall be superseded by the terms and provisions of this Agreement. As such, It is the intent of the parties hereto that this Agreement represents in part not constitute a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, of the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities existing under the Existing Credit Facility are continuing obligations Agreement or evidence repayment of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem any such obligations and other liabilities paid, or to release or terminate and that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Credit Parties outstanding thereunder and that any Lien given Credit Document and/or security interests securing the Indebtedness under the Existing Credit Agreement shall continue in full force and effect to secure such indebtedness or any guaranty thereofthe Indebtedness hereunder. In addition[Amended and Restated Senior Secured Revolving Credit Agreement] IN WITNESS WHEREOF, any Borrower which was not party to the Existing Loan parties hereto have caused this Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement duly executed and delivered by their duly authorized representatives as of the day and year first above written. NOBLE FINANCE II LLC, a Delaware limited liability company, as the Company and a Borrower By: /s/ Xxxx Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President and Secretary NOBLE INTERNATIONAL FINANCE COMPANY, an exempted company incorporated in connection the Cayman Islands with the Existing Credit Facility shall be deemed to refer to this Agreement limited liability, as this Agreement may be further amendeda Designated Borrower By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President, restatedSecretary and Director NOBLE DRILLING A/S, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default a company incorporated under the Existing Loan Agreement or will affect or impair any rightlaws of Denmark, poweras a Designated Borrower By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Chairman JPMORGAN CHASE BANK, or remedy N.A., as Administrative Agent, Collateral Agent, Security Trustee, an Issuing Bank and a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory LENDERS: BARCLAYS BANK PLC, as an Issuing Bank and a Lender By: /s/ Xxxxxx X. Dennis Name: Xxxxxx X. Dennis Title: Director DNB CAPITAL LLC, as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: First Vice President DNB BANK, NEW YORK BRANCH, as an Issuing Bank By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: First Vice President HSBC BANK USA, N.A., as a Lender By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank and a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director XXXXXX XXXXXXX SENIOR FUNDING, INC., as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory SPAREBANK 1 SR-BANK ASA, as a Lender By: /s/ Xxxx Xxxxxxxx Xxxxxxx Name: Xxxx Xxxxxxxx Xxxxxxx Title: Director and Head of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.Energy and Maritime Industries SCHEDULE 1.1(c) COMMITMENT SCHEDULE Lender Commitment Percentage Qualifying Lender Status JPMorgan Chase Bank, N.A. $ 94,000,000.00 17.090909091 % Treaty Lender 13/M/268710/DTTP (USA) Barclays Bank PLC $ 94,000,000.00 17.090909091 % Qualifying Lender DNB Capital LLC $ 94,000,000.00 17.090909091 % Treaty Lender 58/D/305668/DTTP (Norway) HSBC Bank USA, N.A. $ 94,000,000.00 17.090909091 % Treaty Lender 13/H/314375/DTTP (USA) Xxxxx Fargo Bank, National Association $ 94,000,000.00 17.090909091 % Treaty Lender 13/W/61173/DTTP (USA) Xxxxxx Xxxxxxx Senior Funding, Inc. $ 47,000,000.00 8.545454545 % Treaty Lender 13/M/227953/DTTP (USA) SpareBank 1 SR-Bank ASA $ 33,000,000.00 6.000000000 % Treaty Lender 58/S/360918/DTTP (Norway) TOTAL $ 550,000,000.00 100.000000000 %

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are The parties to a Revolving Creditthis Agreement agree that, Guaranty, upon (i) the execution and Security delivery by each of the parties hereto of this Agreement dated as and (ii) satisfaction of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013the conditions set forth in Section 4.01, the “Existing Loan Agreement”) with respect to a revolving credit facility (terms and provisions of the “Existing Credit Facility”) extended to such BorrowersAgreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement amends is not intended to and restates the Existing Loan Agreement in its entiretyshall not constitute a novation. As such, this Agreement represents in part a renewal of, All Loans made and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities Obligations incurred under the Existing Credit Facility Agreement which are continuing obligations outstanding on the Effective Date shall continue as Loans and Obligations under (and, as of such Borrowers and are hereby acknowledged and ratified by such Borrowersthe Effective Date, and nothing herein shall be construed to deem such obligations governed by the terms of) this Agreement and the other liabilities paidLoan Documents. Without limiting the foregoing, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to upon the Existing effectiveness hereof: (a) all references in the “Loan Agreement or the Other Documents Documents” (as defined thereinin the Existing Credit Agreement) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Administrative Agent”, the “Credit Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and, as of the Effective Date, shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement may be further amendedand the other Loan Documents, restated(d) the Administrative Agent shall make such reallocations, supplemented sales, assignments or extended. Nothing contained other relevant actions in this Agreement will be construed as waiving any continuing Default or Event respect of Default each Lender’s credit exposure under the Existing Loan Credit Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to as are necessary in order that each such continuing Default or Event of Default. Any Lender’s Revolving Credit Exposure and outstanding Revolving Loans hereunder reflect such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions Lender’s Applicable Percentage of the Existing Loan Agreement outstanding aggregate Revolving Exposures on the Effective Date and (e) the Borrower hereby agrees to delete compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the term sale and assignment of any Eurocurrency Loans (including the “Eurocurrency Loans” under the Existing Loan Agreement which was Credit Agreement) and such reallocation described above, in each case on the basis for such continuing Default or Event of Defaultterms and in the manner set forth in Section 2.16 hereof.

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Credit Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, Each Borrower hereby agrees that (a) the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities Indebtedness outstanding under the Existing Credit Facility are continuing obligations of such Borrowers Agreement and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined thereinin the Existing Credit Agreement; together with the Existing Credit Agreement, the “Existing Credit Documents”) prior to its execution hereofand all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents, agrees shall be deemed to be bound outstanding under and governed by the terms hereofthis Agreement. Each Borrower hereby acknowledges, warrants, represents and agrees that this Agreement is not intended to be, and by its execution shall not be deemed or construed to be, a novation or release of the Existing Credit Documents. Each Lender which is a Lender under the Existing Credit Documents hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the loans thereunder, ratable reductions of the commitments of Lenders under the Existing Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the extent that any such prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement, joins the loans of the Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. Each Lender hereby authorizes the Administrative Agent and assumes the obligations and other liabilities Borrowers to request Borrowings from Lenders, to make prepayment of a “Borrower” hereunder and the loans under the Other DocumentsExisting Credit Documents and to reduce the commitments under the Existing Credit Documents among Lenders in order to ensure that, upon the effectiveness of this Agreement, the loans of Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. All references The parties hereto confirm, ratify and reaffirm each of the Existing Credit Documents entered into prior to the “Loan Effective Date (but excluding the Existing Credit Agreement” or words of like import ) and agree that such Existing Credit Documents continue to be legal, valid, binding and enforceable in any documentaccordance with their terms (except to the extent, instrument or agreement executed amended, restated and delivered superseded in connection with the Existing Credit Facility shall be deemed to refer to this Agreement transactions contemplated hereby). The Borrowers, jointly and severally, represent and warrant that, as this Agreement may be further amendedof the Effective Date, restatedthere are no claims or offsets against, supplemented or extended. Nothing contained in this Agreement will be construed as waiving defenses or counterclaims to, their obligations (or the obligations of any continuing Default or Event of Default Guarantor) under the Existing Loan Credit Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Defaultother Existing Credit Documents. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions Amended and Restated Schedule 2.01 (As of the Existing Loan Agreement to delete the term Fifth Amendment Effective Date) Commitments LENDERS MAXIMUM REVOLVING CREDIT AMOUNT PRO RATA SHARE BOKF, NA DBA BANK OF OKLAHOMA $35,000,000.00 100.000000000% TOTALS $35,000,000.00 100.000000000% Amended and Restated Schedule 3.19 Swap Agreements (As of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.Fifth Amendment Effective Date) Unit Corp Gas Xxxxxx Date Volume Type Floor Cap Swap Exchange 10/1/2022 - 12/31/2022 35,000 Mmbtu/day Collar $ 2.500 $ 2.680 NYMEX Xxxxx Hub 10/1/2022 - 12/31/2022 5,000 Mmbtu/day Swap $ 2.605 NYMEX Xxxxx Hub 10/1/2022 - 10/31/2022 430,000 Mmbtu Swap $ 9.14 NYMEX Xxxxx Hub 11/1/2022 - 11/30/2022 310,000 Mmbtu Swap $ 9.14 NYMEX Xxxxx Hub 12/1/2022 - 12/31/2022 900,000 Mmbtu Swap $ 9.14 NYMEX Xxxxx Hub 11/1/2022 - 12/31/2022 25,000 Mmbtu/day Swap $ (0.165) PEPL Basis 1/1/2023 - 12/31/2023 22,000 Mmbtu/day Swap $ 2.456 NYMEX Xxxxx Hub 1/1/2023 - 1/31/2023 930,000 Mmbtu Swap $ 9.14 NYMEX Xxxxx Hub 100 2/1/2023 - 2/28/2023 700,000 Mmbtu Swap $ 9.14 NYMEX Xxxxx Hub 1/1/2023 - 3/31/2023 25,000 Mmbtu/day Swap $ (0.165) PEPL Basis Unit Corp Oil Xxxxxx Date Volume Type Floor Cap Swap Exchange 10/1/2022 - 12/31/2022 2,300 Bbls/day Swap $ 42.25 NYMEX WTI 10/1/2022 - 10/31/2022 17,400 Bbls Swap $ 103.98 NYMEX WTI 11/1/2022 - 11/30/2022 14,500 Bbls Swap $ 103.98 NYMEX WTI 12/1/2022 - 12/31/2022 13,600 Bbls Swap $ 103.98 NYMEX WTI 1/1/2023 - 12/31/2023 1,300 Bbls/day Swap $ 43.60 NYMEX WTI 1/1/2023 - 1/31/2023 42,500 Bbls Swap $ 95.40 NYMEX WTI 2/1/2023 - 2/28/2023 36,500 Bbls Swap $ 95.40 NYMEX WTI 101 Amended and Restated Schedule 6.13(j) Excluded Property

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, entirety the obligations and other liabilities under the Existing Loan Original ABL Credit Agreement and upon the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution effectiveness of this Agreement, joins in the terms and assumes provisions of the obligations and other liabilities of a “Borrower” hereunder and under the Other DocumentsOriginal ABL Credit Agreement shall, subject to this Section 9.29, be superseded hereby. All references to the “Loan Credit Agreement” or words of like import contained in any document, instrument or agreement executed and the Loan Documents delivered in connection with the Existing Original ABL Credit Facility Agreement or this Agreement shall, and shall be deemed to to, refer to this Agreement. Notwithstanding the amendment and restatement of the Original ABL Credit Agreement by this Agreement, the Obligations of the Borrowers and the other Loan Parties outstanding under the Original ABL Credit Agreement and the other Loan Documents as of the Closing Date shall remain outstanding without novation and shall constitute continuing Obligations and shall continue as such to be secured by the Collateral. Such Obligations shall in all respects be continuing and this Agreement may and the other Loan Documents shall not be further deemed to evidence or result in a substitution, novation or repayment and reborrowing of such Obligations which shall remain in full force and effect, except to any extent modified hereunder. The Liens securing payment of the Obligations under the Original ABL Credit Agreement, as amended and restated in the form of this Agreement, shall in all respects be continuing, securing the payment of all Obligations. #94513555v35 [Signature Pages Omitted] #94513555v35 EXHIBIT B EXHIBITS TO CREDIT AGREEMENT [Attached] #94588921v8 EXHIBIT A-1 [FORM OF] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]1 hereunder are several and not joint.]2 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented or extendedotherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. Nothing contained The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Agreement will be construed Assignment and Assumption as waiving any continuing Default or Event if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of Default the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Existing Loan Credit Agreement and any other documents or will affect instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable Requirements of Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or impair any rightunknown, power, or remedy of Agent or Lenders arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). In the case where the Assigned Interest covers all of the Assignor’s rights and obligations under the Credit Agreement, the Assignor shall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 of the Credit Agreement with respect to such continuing Default facts and circumstances occurring on or Event of Default. Any such continuing Default or Event of Default shall remain in effect except prior to the extent this Agreement has amended the provisions Effective Date and subject to its obligations hereunder and under Section 9.13 of the Existing Loan Agreement Credit Agreement. Such sale and assignment is (i) subject to delete acceptance and recording thereof in the term Register by the Administrative Agent pursuant to Section 9.05(b)(iv) of the Existing Loan Agreement which was Credit Agreement, (ii) without recourse to the basis for such continuing Default Assignor and (iii) except as expressly provided in this Assignment and Assumption, without representation or Event of Defaultwarranty by the Assignor.

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated Effective as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013the Closing Date, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends shall be amended and restates the Existing Loan Agreement restated in its entirety. As such, entirety by this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations Agreement shall thereafter be of no further force and effect except to evidence the incurrence by the Borrower of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Closing Date).The terms and conditions of this Agreement and the rights and remedies of the Administrative Agent and the Lenders under this Agreement and the other liabilities Loan Documents shall apply to all of the Obligations incurred under the Existing Credit Facility are continuing obligations Agreement; provided that, for the avoidance of such Borrowers doubt, Existing Commitment Fees, Existing Letter of Credit Fees and are hereby acknowledged and ratified by such Borrowers, and nothing herein Existing Interest shall be construed to deem such obligations payable hereunder in accordance with the second paragraph of Section 2.1.1. [Revolving Credit Loans]. On and other liabilities paidafter the Closing Date, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined thereini) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All all references to the “Credit Agreement in the Loan Documents (other than this Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility ) shall be deemed to refer to this Agreement and (ii) all references to any section (or subsection) of the Existing Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement. The parties hereto acknowledge and agree that the Liens securing payment of the “Obligations” as this Agreement may be further amended, restated, supplemented or extended. Nothing contained defined in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement, shall from and after the Closing Date secure the payment and performance of all Obligations for the benefit of the Collateral Agent and the Secured Parties, and all such Liens shall continue in full force and effect after giving effect to this Agreement and are hereby confirmed and reaffirmed by each of the Loan Parties. The parties hereto further acknowledge and agree that all “Security Documents” as defined in the Existing Credit Agreement (including all Mortgages and Control Agreements) shall remain in full force and effect after the Closing Date in favor of and for the benefit of the Collateral Agent and the Secured Parties (with each reference therein to the collateral agent, the credit agreement or a loan document being a reference to the Collateral Agent, this Agreement or will affect or impair any rightthe other Loan Documents, poweras applicable), or remedy and each Loan Party hereby confirms and ratifies its obligations thereunder. In furtherance of the foregoing, Collateral Agent or Lenders is hereby appointed as Collateral Agent in connection with the foregoing, and shall be entitled to all of the benefits, rights, privileges and immunities hereunder and under or the other Loan Documents with respect to such continuing Default the foregoing. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or Event waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of Default. Any such continuing Default or Event of Default shall the Loan Documents remain in full force and effect except to the extent this unless otherwise specifically amended hereby or by any other Loan Document. This Agreement has amended the provisions shall not constitute a novation of the Existing Credit Agreement or of any other Loan Agreement to delete the term of Document (as defined in the Existing Loan Agreement which was the basis for such continuing Default or Event of DefaultCredit Agreement).

Amendment and Restatement. Certain 54 6 EXHIBITS Exhibit A Form of BorrowersAssignment and Acceptance Exhibit B Form of Informal Borrowing Base Certificate Exhibit C Form of Replacement Promissory Note Exhibit D Intentionally Omitted Exhibit E Intentionally Omitted Exhibit F Form of Notice of Borrowing Exhibit G Form of Opinion of Counsel SCHEDULES Schedule 1 Schedule of Lending Offices (Domestic and Eurocurrency) Schedule 2 Schedule of Pending Litigation Schedule 3 Schedule of Existing Debt and Guarantees Schedule 4 Schedule of Existing Liens Schedule 5 Schedule of Existing Investments Schedule 6 Schedule of Transactions with Affiliates Schedule 7 Schedule of Subsidiaries Schedule 8 Schedule of Payment Offices for Alternative Currencies. Schedule 9 Schedule of Commitments 7 AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT (the "Agreement") dated as of March 31, PNC1999 by and among LECRXX XXXPORATION, as Agent and Lendera Delaware corporation (the "Borrower"), the banks (the "Lenders") listed on the signature pages hereof, and U.S. Bank National AssociationTHE CHASE MANHATTAN BANK ("Chase") as agent (the "Agent") for the Lenders hereunder. The Borrower, as Lender, the Lenders and the Agent are parties to a Revolving Credit, Guaranty, and Security Multicurrency Credit Agreement dated as of October 20December 12, 2010 1995 (as amended by Amendment No. 1 from time to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013time, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “"Existing Credit Facility”) extended Agreement"). The Borrower, the Lenders and the Agent have agreed to such Borrowers. This Agreement amends amend and restates restate the Existing Loan Credit Agreement in its entirety. As suchso as to, this Agreement represents in part a renewal ofamong other things, amend the aggregate of Lenders' Commitments and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under amend certain provisions of the Existing Loan Agreement. The Borrower, Lenders and the Agent intend that this Amended and Restated Credit Agreement and the Existing Credit Facility. The Amended and Restated Promissory Notes (the "Notes", as defined below) executed in connection herewith not effect a novation of obligations and other liabilities of the Borrower under the Existing Credit Facility are continuing obligations of such Borrowers Agreement and are hereby acknowledged and ratified by such Borrowersthe notes issued pursuant thereto, but merely constitute a restatement, and nothing herein shall be construed to deem such obligations and other liabilities paidwhere applicable, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party an amendment to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to governing such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Defaultobligations.

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013a) On the Effective Date, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Original Credit Facility”) extended to such Borrowers. This Agreement amends shall be amended and restates the Existing Loan Agreement restated in its entirety. As such, entirety in the form of this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined thereina) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All all references to the “Loan Agreement” or words of like import Original Credit Agreement in any documentLoan Document other than this Agreement (including in any amendment, instrument waiver or agreement executed and delivered in connection with the Existing Credit Facility consent) shall be deemed to refer to the Original Credit Agreement as amended and restated hereby, (b) all references to any section (or subsection) of the Original Credit Agreement in any Loan Document other than this Agreement shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement, (c) except as the context otherwise provides, all references to this Agreement may herein (including for purposes of indemnification and reimbursement of fees) shall be further amendeddeemed to be reference to the Original Credit Agreement as amended and restated hereby and (d) the Borrower hereby (i) ratifies and reaffirms all of its obligations under each of the Loan Documents (as amended hereby) to which it is a party and (ii) acknowledges and agrees that subsequent to, restatedand taking into account all of the terms and conditions of this Agreement, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing each Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect Document to such continuing Default or Event of Default. Any such continuing Default or Event of Default which it is a party shall remain in full force and effect in accordance with the terms thereof and shall not be impaired or limited by the execution and delivery of this Agreement. This Agreement is not intended to constitute, and does not constitute, a novation of the obligations and liabilities under the Original Credit Agreement (including the Obligations) or to evidence, and does not evidence, payment of all or any portion of such obligations and liabilities. (b) On and after the Effective Date, (i) the Original Credit Agreement shall be of no further force and effect except to evidence the extent this Agreement has amended the provisions incurrence by Borrower of the Existing Loan Agreement to delete the “Obligations” under and as such term is defined therein (whether or not such “Obligations” are contingent as of the Existing Effective Date) and (ii) all “Obligations” under the Original Credit Agreement as of the Effective Date shall be deemed to be Obligations as defined herein (whether or not such “Obligations” are contingent as of the Effective Date). [Signature pages follow] [Signature Page to the Credit Agreement] BROOKFIELD TK BLOCK ACQUISITION LP, as a Lender By: BROOKFIELD CAPITAL PARTNERS (BERMUDA) LTD., its general partner By: Name: Title: Xxxxx Xxxx Director [Signature Page to the Credit Agreement] BROOKFIELD TK LOAN 2 LP, as a Lender By: BROOKFIELD CAPITAL PARTNERS (BERMUDA) LTD., its general partner By: Name: Title: Xxxxx Xxxx Director Schedule 1 Individuals with Knowledge 1. Xxxxx Xxxxx 2. Xxxxxxx Xxxxxxx 3. Jan Rune Steinsland 4. Xxxxxx Xxxxxxxxx Schedule 2.01(a) Commitments Lender Commitment Percentage Brookfield TK Loan Agreement which was the basis for such continuing Default or Event of Default.LP $100,000,000 50.0% Brookfield TK Block Acquisition LP $25,000,000 12.5% Brookfield TK Loan 2 LP $75,000,000 37.5% TOTAL: $200,000,000 100% Schedule 2.01(b) Repurchasing Commitments Lender Commitment Percentage Brookfield TK Loan 2 LP $25,000,000 100% TOTAL: $25,000,000 100%

Amendment and Restatement. Certain In order to facilitate the amendment and restatement contemplated by this Agreement and otherwise to effectuate the desires of Borrowersthe Loan Parties, PNC, as the Administrative Agent and Lenderthe Lenders: (a) Simultaneously with the Closing Date, but immediately prior to giving effect to Section 1.10(d), the parties hereby agree that the Commitments and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 Applicable Percentages (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement defined in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations Agreement) of each of the Lenders shall be as set forth on Schedule 2.01, and (i) the Outstanding Amounts of each Lender’s Committed Loans (as defined in the Existing Credit Agreement) and (ii) the aggregate Outstanding Amount of each Tranche 1 Lender’s participation in L/C Obligations and Swing Line Loans shall, in each case, be reallocated as outstanding Committed Loans hereunder in accordance with such Commitments and outstanding participations in L/C Obligations and Swing Line Loans hereunder in accordance with such Commitments, as applicable, and the requisite assignments shall be deemed to be made in such amounts from (A) each Tranche 1 Lender to each other liabilities Tranche 1 Lender and (B) each Tranche 2 Lender to each other Tranche 2 Lender (and, if necessary, to (x) Tranche 1 Lenders hereunder from Tranche 1 Lenders under, and as defined in, the Existing Credit Agreement and (y) Tranche 2 Lenders hereunder from Tranche 2 Lenders under, and as defined in, the Existing Credit Agreement, in each case, who elect not to become Tranche 1 Lenders or Tranche 2 Lenders, as applicable, under this Agreement or who reduce their commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Facility Agreement, but without the payment of any related assignment fee; provided that the Existing Lenders who are continuing obligations Lenders under this Agreement hereby waive any notice requirements pursuant to Section 2.05 of the Existing Credit Agreement in connection with any prepayment that may occur or may be deemed to occur thereunder in connection with this Section 1.10(a). For the avoidance of doubt, simultaneously with the Closing Date, the parties hereby agree that each Swing Line Loan outstanding under, and as defined in, the Existing Credit Agreement as of such Borrowers date shall continue as a Swing Line Loan hereunder and are hereby acknowledged and ratified by such Borrowerseach “Letter of Credit” outstanding under, and nothing herein as defined in, the Existing Credit Agreement as of such date and identified as an “Existing Letter of Credit” hereunder shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereofcontinue as a Letter of Credit hereunder. In addition, any Borrower which was not party (b) Notwithstanding anything to the contrary in the Existing Loan Credit Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of in this Agreement, joins in no other documents or instruments, including any Assignment and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references Assumption, shall be, or shall be required to the “Loan Agreement” or words of like import in any documentbe, instrument or agreement executed and delivered in connection with the Existing Credit Facility assignments set forth in Section 1.10(a) above (all of which requirements are hereby waived), and such assignments shall be deemed to refer to this Agreement be made with all applicable representations, warranties and covenants as this Agreement may be further amendedif evidenced by an Assignment and Assumption. On the Closing Date, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or applicable Lenders under or shall make full cash settlement with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.one another either directly 39

Amendment and Restatement. Certain of BorrowersOn the Fifth Amended and Restated Effective Date, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security the Original Credit Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9previously amended, 2013 restated or otherwise modified including in connection with the Fourth Amended and by a Joinder Restated Credit Agreement) shall be amended, restated and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement superseded in its entirety. As such, this Agreement represents in part a renewal of, The parties hereto acknowledge and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents agree that (as defined thereini) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in any Notes delivered pursuant hereto and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Existing Fourth Amended and Restated Credit Facility shall be deemed Agreement)) under the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) as in effect prior to refer to the Fifth Amended and Restated Effective Date; (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Collateral Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement all loans and letters of credit outstanding under the Original Credit Agreement (as this Agreement may be further previously amended, restated, supplemented restated or extended. Nothing contained otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) immediately before the effectiveness of this Agreement will be construed part of the Loans and Letters of Credit hereunder on the terms and conditions set forth in this Agreement. Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the Fifth Amended and Restated Effective Date secure all Obligations hereunder. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Loan Parties contained in the Original Credit Agreement (as waiving previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement), Borrower acknowledges and agrees that any continuing Default causes of action or Event other rights created in favor of Default any Lender and its successors arising out of the representations and warranties of any Credit Party contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) or any other Loan Document executed in connection therewith shall survive the execution and delivery of this Agreement, provided, further, that the Obligations under the Existing other Loan Agreement or will affect or impair any rightDocuments shall also continue in full force and effect including, powerwithout limitation, or remedy the Obligations of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except each Credit Party pursuant to the extent this Collateral Documents. All indemnification obligations of each Credit Party pursuant to the Original Credit Agreement has amended (as previously amended, restated or otherwise modified including in connection with the provisions Fourth Amended and Restated Credit Agreement) (including any arising from a breach of the Existing Loan Agreement to delete representations thereunder) shall survive the term amendment and restatement of the Existing Loan Original Credit Agreement which was (as previously amended, restated or otherwise modified including in connection with the basis for such continuing Default or Event of DefaultFourth Amended and Restated Credit Agreement) pursuant to this Agreement.

Amendment and Restatement. Certain of BorrowersThe Companies, PNC, as the Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as the Banks hereby agree that upon the effectiveness of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013this Agreement, the “terms and provisions of the Existing Loan Credit Agreement shall be and hereby are further amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Credit Agreement”) , except as otherwise provided in the next paragraph, shall be superseded by this Agreement. Notwithstanding the further amendment and restatement of the Existing Credit Agreement by this Agreement, the Companies shall continue to be liable to the Agent and the Original Banks and First Restatement Banks which have not elected to continue as a party to this Agreement with respect to a revolving credit facility (agreements on the “part of the Companies under the Original Agreement and Existing Credit Facility”) extended Agreement to such Borrowers. This Agreement amends indemnify and restates hold harmless the Existing Loan Agreement in its entirety. As such, Agent and the Original Banks and First Restatement Banks which have not elected to continue as a party to this Agreement represents from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Original Banks and First Restatement Banks which have not elected to continue as a party to this Agreement may be subject arising in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, connection with the obligations and other liabilities under the Existing Loan Original Agreement and the Existing Credit FacilityAgreement. The This Agreement is given as a substitution of, and not as a payment of, the obligations of the Companies under either the Original Agreement or the Existing Credit Agreement and other liabilities is not intended to constitute a novation of either the Original Agreement or the Existing Credit Agreement. Except as otherwise selected by the Companies by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Effective Date in accordance with the terms hereof, upon the Effective Date of this Agreement all amounts outstanding and owing by the Companies under the Existing Credit Facility are continuing obligations Agreement as of such Borrowers the Effective Date, shall constitute Advances hereunder accruing interest at the Base Rate hereunder and are hereby acknowledged and ratified by such Borrowers, and nothing herein the Existing Letters of Credit shall be construed deemed to deem such obligations and other liabilities paidhave been issued by the Issuing Banks as Letters of Credit pursuant to this Agreement. The parties hereto agree that the Interest Periods for all Offshore Rate Loans outstanding under the Existing Credit Agreement on the Effective Date shall be terminated, or to release or terminate the Banks shall grant a one-time waiver of any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party payments required under SECTION 4.5 to the Existing Loan Agreement or Banks and the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references Companies shall furnish to the “Loan Agreement” or words of like import in any document, instrument or agreement executed Agent Interest Rate Selection Notices for existing Loans and delivered Borrowing Notices for additional Loans as may be required in connection with the Existing Credit Facility shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained allocation of Loans among Banks in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or accordance with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Defaulttheir Commitments.

Amendment and Restatement. Certain The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement, (b) the Collateral Documents (as defined in the Existing Credit Agreement and giving effect to any amendments thereto) and the Liens created thereunder in favor of Borrowers, PNC, Regions Bank as the Collateral Agent and/or the Administrative Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 securing the Obligations (as amended by Amendment No. 1 to Loan Agreement effective as of May 9defined in the Existing Credit Agreement), 2013 shall remain in full force and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) effect with respect to a revolving credit facility the Obligations and are hereby reaffirmed, (the “Existing Credit Facility”c) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement all Obligations (as defined in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities Agreement) under the Existing Credit Facility are continuing Agreement shall be deemed to be Obligations outstanding hereunder and this Agreement shall not constitute a novation of such Obligations or any of the rights, duties and obligations of such Borrowers the parties hereunder and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and (d) all references in the other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party Credit Documents to the Existing Loan Credit Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer without further amendment to this Agreement as Agreement. The parties hereto further acknowledge and agree that this Agreement may be further amended, restated, supplemented or extendedconstitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.4 of the Existing Credit Agreement. Nothing contained All Revolving Loans (as defined in this Agreement will be construed the Existing Credit Agreement) and Swingline Loans (as waiving any continuing Default or Event of Default defined in the Existing Credit Agreement) outstanding under the Existing Loan Credit Agreement or will affect or impair any rightimmediately prior to the Closing Date shall, poweras of the Closing Date, or remedy be deemed to be a borrowing of Agent or Lenders under or Revolving Loans and Swingline Loans, respectively, in an equivalent amount and with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except the same Interest Period (to the extent this Agreement has amended the provisions applicable for Adjusted LIBOR Rate Loans) hereunder as of the Existing Loan Agreement to delete Closing Date and in connection therewith, the term of Administrative Agent, the Borrower and the Lenders hereby acknowledge and agree that the Revolving Commitments (as defined in the Existing Loan Credit Agreement) in effect under the Existing Credit Agreement which was immediately prior to the basis for Closing Date have been reallocated to the Revolving Commitments set forth on Appendix A and the Revolving Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement immediately prior to the Closing Date have been reallocated as necessary to give effect to the Revolving Commitments, and such continuing Default reallocations shall be effective on the Closing Date and do not require any Assignment and Assumption or Event any other action of Defaultany Person.

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, entirety the obligations and other liabilities under the Existing Loan Original ABL Credit Agreement and upon the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution effectiveness of this Agreement, joins in the terms and assumes provisions of the obligations and other liabilities of a “Borrower” hereunder and under the Other DocumentsOriginal ABL Credit Agreement shall, subject to this Section 9.29, be superseded hereby. All references to the “Loan Credit Agreement” or words of like import contained in any document, instrument or agreement executed and the Loan Documents delivered in connection with the Existing Original ABL Credit Facility Agreement or this Agreement shall, and shall be deemed to to, refer to this Agreement. Notwithstanding the amendment and restatement of the Original ABL Credit Agreement by this Agreement, the Obligations of the Borrowers and the other Loan Parties outstanding under the Original ABL Credit Agreement and the other Loan Documents as of the Closing Date shall remain outstanding without novation and shall constitute continuing Obligations and shall continue as such to be secured by the Collateral. Such Obligations shall in all respects be continuing and this Agreement may and the other Loan Documents shall not be further deemed to evidence or result in a substitution, novation or repayment and reborrowing of such Obligations which shall remain in full force and effect, except to any extent modified hereunder. The Liens securing payment of the Obligations under the Original ABL Credit Agreement, as amended and restated in the form of this Agreement, shall in all respects be continuing, securing the payment of all Obligations. [Signature Pages Omitted] #94513555v35 EXHIBIT B EXHIBITS TO CREDIT AGREEMENT [Attached] #94588921v8 EXHIBIT A-1 [FORM OF] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented or extendedotherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. Nothing contained The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Agreement will be construed Assignment and Assumption as waiving any continuing Default or Event if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of Default the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Existing Loan Credit Agreement and any other documents or will affect instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable Requirements of Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or impair any rightunknown, power, or remedy of Agent or Lenders arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). In the case where the Assigned Interest covers all of the Assignor’s rights and obligations under the Credit Agreement, the Assignor shall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 of the Credit Agreement with respect to such continuing Default facts and circumstances occurring on or Event of Default. Any such continuing Default or Event of Default shall remain in effect except prior to the extent this Agreement has amended the provisions Effective Date and subject to its obligations hereunder and under Section 9.13 of the Existing Loan Agreement Credit Agreement. Such sale and assignment is (i) subject to delete acceptance and recording thereof in the term Register by the Administrative Agent pursuant to Section 9.05(b)(iv) of the Existing Loan Agreement which was Credit Agreement, (ii) without recourse to the basis for such continuing Default Assignor and (iii) except as expressly provided in this Assignment and Assumption, without representation or Event of Defaultwarranty by the Assignor.

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013On the Closing Date, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Third Restated Credit Facility”) extended to such Borrowers. This Agreement amends shall be amended and restates the Existing Loan Agreement restated in its entirety. As such, entirety by this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined thereini) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All all references to the “Loan Agreement” or words of like import Third Restated Credit Agreement in any documentLoan Document other than this Agreement (including in any amendment, instrument waiver or agreement executed and delivered in connection with the Existing Credit Facility consent) shall be deemed to refer to the Third Restated Credit Agreement as amended and restated hereby, (ii) all references to any section (or subsection) of the Third Restated Credit Agreement in any Loan Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, all references to this Agreement may herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Third Restated Credit Agreement as amended and restated hereby. This Agreement is not intended to constitute, and does not constitute, a novation of the obligations and liabilities under the Third Restated Credit Agreement (including the Term Loan and the Existing Advances it being agreed that the Term Loan and the Existing Advances are being continued under this Agreement) or to evidence payment of all or any portion of such obligations and liabilities. On and after the Closing Date, (i) the Third Restated Credit Agreement shall be of no further amendedforce and effect except as amended and restated hereby and except to evidence (1) the incurrence by any Credit Party of the “Obligations” under and as defined therein (whether or not such “Obligations” are contingent as of the Closing Date), restated(2) the representations and warranties made by any Credit Party prior to the Closing Date, supplemented and (3) any action or extended. Nothing omission performed or required to be performed pursuant to such Third Restated Credit Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in such Third Restated Credit Agreement), and (ii) the terms and conditions of this Agreement will be construed as waiving any continuing Default or Event of Default and Lenders’ rights and remedies under the Existing Loan Documents, shall apply to all Obligations incurred under the Third Restated Credit Agreement. Except as expressly provided in any Loan Documents, this Agreement (x) shall not cure any breach of the Third Restated Credit Agreement or will affect any “Default” or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or “Event of Default. Any such continuing Default ” thereunder existing prior to the date hereof and (y) is limited as written and is not a consent to any other modification of any term or Event condition of Default any Loan Document, each of which shall remain in effect except full force and effect. Each of the Credit Parties reaffirms the Liens granted pursuant to the extent this Agreement has amended the provisions of the Existing Loan Agreement Documents (as applicable) to delete Lender, which Liens shall continue in full force and effect during the term of this Agreement and any renewals or extensions hereof and shall continue to secure the Existing Loan Agreement which was the basis for such continuing Default or Event of DefaultObligations.

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends shall become effective on the Effective Date and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and shall supersede all provisions of the Existing Credit FacilityAgreement as of such date. The obligations From and other liabilities after the Effective Date, (a)(i) the commitments of those Lenders under the Existing Credit Facility Agreement that are continuing obligations as Lenders under this Agreement (the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” under the Existing Credit Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such Borrowers Continuing Lenders and are hereby acknowledged and ratified by such Borrowers, and nothing herein of those Lenders party to this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Effective Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be construed repaid in full (together with all interest accrued thereon and amounts payable pursuant to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to Section 1.12 hereof of the Existing Loan Credit Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with such payment, and all fees accrued under the Existing Credit Facility Agreement through the Effective Date) on the Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 hereof of the Existing Credit Agreement as if the outstanding Revolving Loans had been prepaid on the Effective Date); and (c) all outstanding “Revolving Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Revolving Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Revolving Loans and L/C Obligations outstanding on the Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and sales shall be deemed arranged through the Administrative Agent and each Lender hereby agrees to refer execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swingline Signature Page to Xxxxx Xxxx LaSalle Finance B.V. Second Amended and Restated Multicurrency Credit Agreement IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan date first above written. XXXXX XXXX LASALLE FINANCE B.V. By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE INCORPORATED, as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE CO-INVESTMENT, INC., as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE INTERNATIONAL, INC., as Guarantor By ____________________________________ Title _________________________________ LASALLE INVESTMENT MANAGEMENT, INC., as Guarantor By ____________________________________ Title _________________________________ Signature Page to Xxxxx Xxxx LaSalle Finance B.V. Second Amended and Restated Multicurrency Credit Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of DefaultXXXXX XXXX LASALLE AMERICAS, INC., as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE LIMITED, as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE SE, as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE NEW ENGLAND LLC, as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE BROKERAGE, INC., as Guarantor By ____________________________________ Title _________________________________

Amendment and Restatement. Certain of Borrowers(a) This Agreement amends, PNCrestates, replaces and supersedes in its entirety the Prior Agreement; provided, however, nothing contained herein shall impair the liens and security interests established or continued by the Prior Agreement, which liens and security interests shall continue in full force and effect. All “Pledged Mortgage Loans” (as Agent defined in the Prior Agreement) which are owned by the Borrower and Lender, and U.S. Bank National Association, included in the “Borrowing Base” (as Lender, are parties to a Revolving Credit, Guaranty, and Security defined in the Prior Agreement) under the Prior Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility date hereof (the “Existing Credit FacilityPledged Mortgage Loans”) extended to such Borrowers. This Agreement amends and restates ), shall be included in the Existing Loan Agreement in its entirety. As such, Borrowing Base as Pledged Mortgage Loans under this Agreement represents as if originally funded with Advances under this Agreement so long as such Existing Pledged Mortgage Loans meet all of the requirements for eligibility and inclusion in part a renewal ofthe Borrowing Base under this Agreement, and is issued provided, however, (a) the Warehouse Periods for such Existing Pledged Mortgage Loans shall commence from the time such Existing Pledged Mortgage Loans were first included in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents “Borrowing Base” (as defined thereinin the Prior Agreement) prior to its execution hereof, agrees to be bound by under the terms hereofPrior Agreement, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the (b) such Existing Credit Facility Pledged Mortgage Loans shall be deemed to refer to comply with the requirement of paragraph (l) of the definition of “Eligible Mortgage Loan” under this Agreement if the date of each underlying Mortgage Note for such Existing Pledged Mortgage Loans was not earlier than 30 days prior to the date such Existing Pledged Mortgage Loans were first included in the “Borrowing Base” (as this Agreement may be further amended, restated, supplemented or extended. Nothing contained defined in this Agreement will be construed as waiving any continuing Default or Event of Default the Prior Agreement) under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of DefaultPrior Agreement.

Amendment and Restatement. Certain This Agreement amends, restates and replaces in its entirety the Original Agreement. All rights, benefits, indebtedness, interest, liabilities and obligations of Borrowersthe parties to the Original Agreement are hereby amended, PNCrestated, as Agent replaced and Lendersuperseded in their entirety according to the terms and provisions set forth herein. All indebtedness, liabilities and U.S. Bank National Associationobligations under the Original Agreement, as Lenderincluding all promissory notes executed by the Borrower pursuant thereto, are parties to a Revolving Credithereby renewed by this Agreement, Guaranty, the Notes and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to the other Loan Documents effective as of December 13, 2013, executed by the “Existing Loan Agreement”) with respect Borrower pursuant to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal ofand shall, from and is issued in substitution and exchange forafter the Closing Date, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan be governed by this Agreement and the Existing Credit Facilityother Loan Documents. The obligations Borrower represents and other liabilities under warrants that, as of the Existing Credit Facility date hereof, there are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paidno claims or offsets against, or to release defenses or terminate any Lien given to secure such indebtedness or any guaranty thereof. In additioncounterclaims to, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of obligations under this Agreement, joins the Original Agreement or any of the other agreements, documents or instruments executed in connection herewith or therewith. To induce the Administrative Agent and assumes the obligations Lenders to enter into this Agreement, the Borrower waives any and other liabilities of a “Borrower” hereunder all such claims, offsets, defenses and under the Other Documents. All references counterclaims, whether known or unknown, arising prior to the “Loan Closing Date and relating to the Original Agreement or this Agreement” or words . Notwithstanding any provision herein to the contrary, from and after the Closing Date, each Lender’s Applicable Percentage of like import in any document, instrument or agreement the Aggregate Commitments shall be as set forth on Schedule 1 to the Lender Addendum executed and delivered by such Lender or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto. Promptly upon the closing of this Agreement and the receipt by the Lenders of their respective Notes, such Lenders that were Lenders under the Original Credit Agreement shall return to the Borrower any Notes delivered to such Lender in connection with the Existing Original Credit Facility shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Defaultmarked “cancelled”.

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, On the “Existing Loan Agreement”) with respect to a revolving credit facility date hereof (the “Existing Restatement Date”), the Original Revolving Loan Agreement shall be amended, restated and superseded by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement, the Revolving Credit FacilityNotes delivered pursuant to this Agreement (the “Restated Notes”) extended and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Liabilities” (as defined in the Original Revolving Loan Agreement) under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers. This Agreement amends and restates ’ monetary obligations under the Existing Original Revolving Loan Agreement in its entiretyrespect of the loans and letters of credit thereunder are evidenced by this Agreement. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, All indemnification obligations of the obligations and other liabilities under Borrowers pursuant to the Existing Original Revolving Loan Agreement shall survive the amendment and restatement of the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Original Revolving Loan Agreement or the Other Documents (as defined therein) prior pursuant to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement. On and after the Restatement Date, joins (a) each reference in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words of like import in any document, instrument or agreement executed referring to the Loan Agreement shall mean and delivered in connection with the Existing Credit Facility shall be deemed to refer a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit Note” shall mean and be a Revolving Credit Note as this Agreement may be further amended, restated, supplemented or extended. Nothing contained defined in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of DefaultAgreement.

Amendment and Restatement. Certain In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrowers, PNCthe Administrative Agent and the Lenders: The Borrowers, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as Agent and Lenderthe “Prior Loan Documents”), and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (i) all Obligations (as amended by Amendment No. 1 to Loan defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to other Prior Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit FacilityObligations”) extended shall continue as Obligations hereunder to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As suchextent not repaid on or before the Closing Date, (ii) each of this Agreement represents and the Notes and any other Loan Document (as defined herein) that is amended and restated in part connection with this Agreement is given as a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation as a payment of, the obligations indebtedness, liabilities and other liabilities under Existing Obligations of the Existing Company and each Loan Agreement and the Existing Credit Facility. The obligations and other liabilities Party under the Existing Credit Facility are continuing obligations Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed documents nor the consummation of any other transaction contemplated hereunder is intended to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution constitute a novation of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer to this Agreement as this Agreement may be further amendedor of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Loan Credit Agreement or will affect or impair any rightshall be terminated, power, or remedy of Agent or Lenders under or the Company shall pay all accrued interest with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default Loans, and the Company shall remain in effect except furnish to the extent this Agreement has amended Administrative Agent Loan Notices selecting the provisions interest rates for existing Loans. The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01. [Remainder of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Defaultpage intentionally left blank; signature pages follow.]

Amendment and Restatement. Certain of BorrowersOn the Sixth Amended and Restated Effective Date, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security the Original Credit Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9previously amended, 2013 restated or otherwise modified including in connection with the Fifth Amended and by a Joinder Restated Credit Agreement) shall be amended, restated and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement superseded in its entirety. As such, this Agreement represents in part a renewal of, The parties hereto acknowledge and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents agree that (as defined thereini) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in any Notes delivered pursuant hereto and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Existing Fifth Amended and Restated Credit Facility shall be deemed Agreement)) under the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) as in effect prior to refer to the Sixth Amended and Restated Effective Date; (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Collateral Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement all loans and letters of credit outstanding under the Original Credit Agreement (as this Agreement may be further previously amended, restated, supplemented restated or extended. Nothing contained otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) immediately before the effectiveness of this Agreement will be construed part of the Loans and Letters of Credit hereunder on the terms and conditions set forth in this Agreement. Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the Sixth Amended and Restated Effective Date secure all Obligations hereunder. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Loan Parties contained in the Original Credit Agreement (as waiving previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement), Borrower acknowledges and agrees that any continuing Default causes of action or Event other rights created in favor of Default any Lender and its successors arising out of the representations and warranties of any Credit Party contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) or any other Loan Document executed in connection therewith shall survive the execution and delivery of this Agreement, provided, further, that the Obligations under the Existing other Loan Agreement or will affect or impair any rightDocuments shall also continue in full force and effect including, powerwithout limitation, or remedy the Obligations of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except each Credit Party pursuant to the extent this Collateral Documents. All indemnification obligations of each Credit Party pursuant to the Original Credit Agreement has amended (as previously amended, restated or otherwise modified including in connection with the provisions Fifth Amended and Restated Credit Agreement) (including any arising from a breach of the Existing Loan Agreement to delete representations thereunder) shall survive the term amendment and restatement of the Existing Loan Original Credit Agreement which was (as previously amended, restated or otherwise modified including in connection with the basis for such continuing Default or Event of DefaultFifth Amended and Restated Credit Agreement) pursuant to this Agreement.

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are The parties to a Revolving Creditthis Agreement agree that, Guaranty, upon (i) the execution and Security delivery by each of the parties hereto of this Agreement dated as and (ii) satisfaction of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013the conditions set forth in Article 4, the “Existing Loan Agreement”) with respect to a revolving credit facility (terms and provisions of the “Existing Credit Facility”) extended to such BorrowersAgreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement amends is not intended to and restates the Existing Loan Agreement in its entiretyshall not constitute a novation. As such, this Agreement represents in part a renewal of, All Loans made and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities Liabilities incurred under the Existing Credit Facility Agreement which are continuing obligations outstanding on the Closing Date shall continue as Loans and Liabilities under (and, as of such Borrowers and are hereby acknowledged and ratified by such Borrowersthe Closing Date, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound governed by the terms of) this Agreement and the agreements, documents and instruments delivered together herewith. Without limiting the foregoing, upon the effectiveness hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All : (a) all references to the “Loan Agent”, the “Agreement” and the agreements, documents and instruments delivered together therewith (each as defined in or words of like import in any document, instrument or agreement executed and delivered in connection with contemplated by the Existing Credit Facility Agreement) shall be deemed to refer to the Agent, this Agreement and the agreements, documents and instruments delivered together herewith, (b) the Letters which remain outstanding on the Closing Date shall continue as Letters under (and, as of the Closing Date, shall be governed by the terms of) this Agreement, (c) all obligations constituting “Liabilities” with any Lender or any affiliate of any Lender which are outstanding on the Closing Date shall continue as Liabilities under this Agreement may and the agreements, documents and instruments delivered together herewith, (d) the “Commitments” (as defined in the Existing Credit Agreement) shall be further amendedallocated between, restatedand redesignated as, supplemented Commitments hereunder, in each case pursuant to the allocations set forth on the Schedule A, (e) the Agent shall make such other reallocations, sales, assignments or extended. Nothing contained other relevant actions in this Agreement will be construed as waiving any continuing Default or Event respect of Default each Lender’s credit exposure under the Existing Loan Credit Agreement or will affect or impair any right, power, or remedy as are necessary in order that each such Lender’s applicable Liabilities in respect of Agent or Lenders under or with respect to Loans and reflect such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions Lender’s Pro Rata Percentage of the Existing Loan Agreement to delete applicable outstanding aggregate of such Loans and Letters on the term Closing Date, (f) the “Loans” of each Departing Lender under the Existing Loan Credit Agreement which was shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the basis Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder and (g) each Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such continuing Default or Event Lender in connection with the sale and assignment of Defaultany LIBOR Rate Loans (including the “LIBOR Rate Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in this Agreement.

Amendment and Restatement. Certain This Guaranty is an amendment and restatement of Borrowersthe Existing Guaranty and supersedes the Existing Guaranty in its entirety; provided, PNChowever, that the execution and delivery of this Guaranty shall not effect a novation of the Existing Guaranty but shall be, to the fullest extent applicable, a modification, renewal, confirmation and extension of such Existing Guaranty. THIS GUARANTY AND THE OTHER CREDIT DOCUMENTS, AS DEFINED IN THE CREDIT AGREEMENT REFERRED TO IN THIS GUARANTY, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO. Each Guarantor has caused this Guaranty to be duly executed as Agent of the date first above written. GUARANTORS: JAGGED PEAK ENERGY MANAGEMENT INC. By: Name: Title: JAGGED PEAK ENERGY MANAGEMENT LLC By: Name: Title: Signature Page to Amended and LenderRestated Guaranty Agreement Annex 1 to the Amended and Restated Guaranty Agreement SUPPLEMENT NO. dated as of (the “Supplement”), to the Amended and U.S. Bank Restated Guaranty Agreement dated as of [ ], 2017 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Guaranty Agreement”), executed by Jagged Peak Energy Management Inc. and Jagged Peak Energy Management LLC, (the “Guarantors”) and Xxxxx Fargo Bank, National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 Administrative Agent (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013in such capacity, the “Existing Loan AgreementAdministrative Agent”) with respect to a revolving credit facility (for the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates benefit of the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents Secured Parties (as defined therein) prior in the Credit Agreement referred to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Defaultherein).

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013a) On the Closing Date, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Original Credit Facility”) extended to such Borrowers. This Agreement amends shall be amended and restates the Existing Loan Agreement restated in its entirety. As such, entirety by this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined thereina) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All all references to the “Loan Agreement” or words of like import Original Credit Agreement in any documentLoan Document other than this Agreement (including in any amendment, instrument waiver or agreement executed and delivered in connection with the Existing Credit Facility consent) shall be deemed to refer to the Original Credit Agreement as amended and restated hereby, (b) all references to any section (or subsection) of the Original Credit Agreement in any Loan Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement, (c) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Original Credit Agreement as this Agreement may be further amendedamended and restated hereby and (d) each of the Loan Parties hereby (i) reaffirms all of its obligations under each of the Loan Documents to which it is a party and (ii) acknowledges and agrees that subsequent to, restatedand taking into account all of the terms and conditions of the Agreement, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing each Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect Document to such continuing Default or Event of Default. Any such continuing Default or Event of Default which it is a party shall remain in full force and effect except to in accordance with the extent terms thereof. Each of the Loan Parties, Lenders and Issuing Banks acknowledges and agrees that (A) all Letters of Credit issued under and as defined in the Original Credit Agreement and outstanding as of the Closing Date shall continue as Letters of Credit under this Agreement, (B) all Hedging Obligations under and as defined in the Original Credit Agreement that remain outstanding as of the Closing Date shall continue as Hedging Obligations under this Agreement has amended and (C) all Banking Services Obligations under and as defined in the provisions Original Credit Agreement that remain outstanding as of the Existing Loan Closing Date shall continue as Banking Services Obligations under this Agreement. This Agreement is not intended to delete the term constitute, and does not constitute, a novation of the Existing Loan obligations and liabilities under the Original Credit Agreement which was (including the basis for Obligations) or to evidence payment of all or any portion of such continuing Default or Event of Defaultobligations and liabilities.

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, On the “Existing Loan Agreement”) with respect to a revolving credit facility date hereof (the “Existing Credit FacilityRestatement Date”), the Original Term Loan Agreement shall be amended, restated and superseded by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement, the Term Loan Notes delivered pursuant to this Agreement (the “Restated Notes”) extended and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Liabilities” (as defined in the Original Term Loan Agreement) under the Original Term Loan Agreement as in effect prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Term Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Term Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Term Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers. This Agreement amends and restates ’ monetary obligations under the Existing Original Term Loan Agreement in its entiretyrespect of the loans and letters of credit thereunder are evidenced by this Agreement. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, All indemnification obligations of the obligations and other liabilities under Borrowers pursuant to the Existing Original Term Loan Agreement shall survive the amendment and restatement of the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Original Term Loan Agreement or the Other Documents (as defined therein) prior pursuant to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement. On and after the Restatement Date, joins (a) each reference in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references Financing Agreements to the “Loan Agreement” or words of like import in any document”, instrument or agreement executed “Loan and delivered in connection with the Existing Credit Facility shall be deemed to refer to this Agreement as this Agreement may be further amendedSecurity Agreement”, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.DM3\3743049.7

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entiretyentirety the Original Agreement effective as of the date hereof. As suchAnything contained herein to the contrary notwithstanding, this Agreement represents in part is not intended to and shall not serve to effect a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, of the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents “Secured Obligations” (as defined thereinin the Original Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Agreement which is secured by the Collateral pursuant to the terms of the applicable Loan Documents. Borrower ratifies, affirms and confirms that the liens and security interests granted pursuant to the applicable Loan Documents, including without limitation the Pledge Agreements, secure the applicable indebtedness, liabilities and obligations of Borrower to Agent and the Lenders under the Original Agreement, as amended and restated by this Agreement, the Loan Documents shall continue in full force and effect in accordance with their terms unless otherwise amended by the parties thereto, and that the term “Secured Obligations” as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of Borrower to Agent and the Lenders) prior includes, without limitation, the indebtedness, liabilities and obligations of Borrower under this Agreement, and under the Original Agreement, as amended and restated hereby, as the same further may be amended, modified, supplemented and/or restated from time to its execution hereoftime and Borrower assumes all such Secured Obligations. Pursuant to the definition of Borrower in this Agreement, agrees the security interests granted pursuant to Section 3.1 and by the Pledge Agreements are granted by the Company and each other Person constituting the Borrower in the Company’s and each such Person’s respective right, title and interest in and to any and all presently existing and hereafter created or acquired Collateral. The Loan Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be bound by amended to the terms hereof, and by its execution extent necessary to give effect to the provisions of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references Each reference to the “Loan and Security Agreement” or words of like import in any document, instrument or agreement executed Loan Document shall mean and delivered in connection with the Existing Credit Facility shall be deemed to refer a reference to this Agreement (as this Agreement may be further amended, restated, supplemented or extendedotherwise modified from time to time). Nothing contained Cross-references in this the Loan Documents to particular section numbers in the Original Agreement will shall be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect deemed to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except be cross-references to the extent corresponding sections, as applicable, of this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of DefaultAgreement.

Amendment and Restatement. Certain This Agreement shall become effective on the Effective Date and shall supersede all provisions of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security the Original Credit Agreement dated as of October 20such date. From and after the Effective Date, 2010 (a)(i) the commitments of those Lenders under the Original Credit Agreement that are continuing as amended by Amendment No. 1 to Loan Lenders under this Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit FacilityContinuing Lenders”) extended shall be amended as set forth in their Lender Addendum delivered pursuant to this Agreement and (ii) the commitments of those “Lenders” under the Original Credit Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such BorrowersContinuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Original Credit Agreement immediately prior to the Effective Date (the “New Lenders”); (b) all outstanding “Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 2.13 of the Original Credit Agreement in connection with such payment, and all fees accrued under the Original Credit Agreement through the Effective Date) on the Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 2.13 of the Original Credit Agreement as if the outstanding Loans had been prepaid on the Effective Date); and (c) all outstanding “Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Original Credit Agreement shall remain outstanding as the initial Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Loans and L/C Obligations outstanding on the Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolving Proportionate Share of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Loan Commitments as in effect after giving effect hereto and its proportionate share of the Term Loans based on their Term Loan Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swing Loans and Letters of Credit) to be made in accordance with the respective Commitments of the Lenders from time to time party to this Agreement as provided herein. All references made to the Original Credit Agreement in any Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. This Agreement amends and restates the Existing Loan Original Credit Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution not intended to be or operate as a novation or an accord and exchange for, and not in satisfaction or novation of, of the obligations and other liabilities under the Existing Loan Agreement and the Existing Original Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereofindebtedness, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other DocumentsBorrower or any Guarantor evidenced or provided for thereunder. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default[THE FIRST SIGNATURE PAGE FOLLOWS.]

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to The Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013Parties, the “Existing Loan Agreement”Lenders and the Administrative Agent agree that, upon (i) with respect to a revolving credit facility the execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the “aforementioned parties) of the conditions precedent set forth in Section 4.1, the terms and provisions of the Existing Credit Facility”) extended to such BorrowersAgreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement amends is not intended to and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part shall not constitute a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and of the Existing Credit FacilityAgreement or the Debt created thereunder. The obligations commitments to extend credit of each Lender that is a party to the Existing Credit Agreement shall, on the Closing Date, automatically be deemed amended and other liabilities the only commitments to extend credit shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans incurred under the Existing Credit Facility Agreement which are continuing obligations of such Borrowers outstanding on the Closing Date shall continue as Loans under (and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations governed by the terms of) this Agreement and the other liabilities paidLoan Documents, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to (b) all references in the Existing “Loan Agreement or the Other Documents Documents” (as defined thereinin the Existing Credit Agreement) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Administrative Agent”, the “Credit Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement as this Agreement may be further amendedand the Loan Documents, restatedrespectively, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) any “Note” under the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the Note (if any) issued to such Lender under this Agreement and (e) the Administrative Agent shall make such reallocations, sales, assignments or will affect other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Commitment of the Lenders hereunder, and each Lender hereby waives its right to receive any compensation or impair reimbursement pursuant to Section 3.4 hereof for any right, powerbreakage costs incurred by such Lender in connection with the sale or assignment of any Term SOFR Loans that may be required under this clause (e). Each Lender hereby confirms the Administrative Agent’s authority to enter into such additional reaffirmations of, or remedy any amendments to, amendments and restatements of, or other modifications to, the other existing Loan Documents as the Administrative Agent shall approve in its sole discretion, in connection with the amendment and restatement of Agent the Existing Credit Agreement so long as such amendments, restatements or other modifications do not contain any material modifications adverse to the Lenders (and, for the avoidance of doubt, such modifications may include the addition of Loan Parties and other changes that are otherwise permitted by the Administrative Agent’s authority under or with respect to such continuing Default existing Loan Documents or Event of Default. Any such continuing Default or Event of Default shall remain are consistent with changes in effect except to the extent provisions included in this Agreement has amended as compared to the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of DefaultCredit Agreement).

Amendment and Restatement. Certain This Agreement shall become effective on the Closing Date and shall supersede all provisions of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security the Original Credit Agreement dated as of October 20such date. From and after the Closing Date, 2010 (a)(i) the commitments of those Lenders under the Original Credit Agreement that are continuing as amended by Amendment No. 1 to Loan Lenders under this Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit FacilityContinuing Lenders”) extended shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” under the Original Credit Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such BorrowersContinuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Original Credit Agreement immediately prior to the Closing Date (the “New Lenders”); (b) all outstanding “Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.12 of the Original Credit Agreement in connection with such payment, and all fees accrued under the Original Credit Agreement through the Closing Date) on the Closing Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 of the Original Credit Agreement as if the outstanding Loans had been prepaid on the Closing Date); and (c) all outstanding “Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Original Credit Agreement shall remain outstanding as the initial Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Loans and L/C Obligations outstanding on the Closing Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Percentage of outstanding Loans and risk participation interests in outstanding L/C Obligations based on their Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swing Loans and Letters of Credit) to be made in accordance with the respective Commitments of the Lenders from time to time party to this Agreement as provided herein. All references made to the Original Credit Agreement in any Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. This Agreement amends and restates the Existing Loan Original Credit Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution not intended to be or operate as a novation or an accord and exchange for, and not in satisfaction or novation of, of the obligations and other liabilities under the Existing Loan Agreement and the Existing Original Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereofindebtedness, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a the Borrower or any Guarantor evidenced or provided for thereunder. This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. “Borrower” hereunder GFA Brands, Inc. By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer, Treasurer and under Assistant Secretary “Guarantors” Smart Balance, Inc. By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary “Administrative Agent and L/C Issuer ” Bank of Montreal, as L/C Issuer and as Administrative Agent By /s/ Xxx Xxxxxxxx Name Xxx Xxxxxxxx Title Director “Lenders” Bank of Montreal By /s/ Xxx Xxxxxxxx Name Xxx Xxxxxxxx Title Director General Electric Capital Corporation, as a Lender By /s/ Jun Young Name: Jun Young Title: Duly Authorized Signatory GE Capital Financial Inc., as a Lender By /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Duly Authorized Signatory Union Bank, N.A. By /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President Siemens Financial Services, inc. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President and Chief Risk Officer By /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: VP, Lending Operations Fifth Third Bank By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President KeyBank National Association By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President ING Capital LLC By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Managing Director Exhibit A Notice of Payment Request [Date] [Name of Lender] [Address] Attention: Reference is made to that certain Amended and Restated Credit Agreement, dated as of March 31, 2011, among GFA Brands, Inc., the Other DocumentsGuarantors party thereto, the Lenders party thereto, and Bank of Montreal, as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”). All references Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement. [The Borrower has failed to pay its Reimbursement Obligation in the amount of $____________. Your Revolver Percentage of the unpaid Reimbursement Obligation is $_____________] or [__________________________ has been required to return a payment by the Borrower of a Reimbursement Obligation in the amount of $_______________. Your Revolver Percentage of the returned Reimbursement Obligation is $_______________.] Very truly yours, as L/C Issuer By Name Title Exhibit B Notice of Borrowing Date: ____________, ____ To: Bank of Montreal, as Administrative Agent for the Lenders parties to that certain Amended and Restated Credit Agreement dated as of March 31, 2011 (as extended, renewed, amended or restated from time to time, the“Credit Agreement”), among GFA Brands, Inc., the Guarantors party thereto, certain Lenders which are signatories thereto, and Bank of Montreal, as Administrative Agent Ladies and Gentlemen: The undersigned, GFA Brands, Inc. (the “Borrower”), refers to the “Loan Credit Agreement” or words of like import in any document, instrument or agreement executed the terms defined therein being used herein as therein defined, and delivered in connection with the Existing Credit Facility shall be deemed hereby gives you notice irrevocably, pursuant to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions Section 1.6 of the Existing Loan Agreement to delete the term Credit Agreement, of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.Borrowing specified below:

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013The Borrower, the “Existing Loan Agreement”Banks and the Administrative Agent agree that, upon (i) with respect to a revolving credit facility the execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the “aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Credit Facility”) extended Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement and each Departing Bank shall cease to such Borrowersbe a party to the Existing Credit Agreement as evidenced by its execution and delivery of its Departing Bank Signature Page. This Agreement amends is not intended to and restates shall not constitute a novation, payment and reborrowing or termination of the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities Obligations under the Existing Credit Facility Agreement and the other Credit Documents as in effect prior to the date hereof or the Indebtedness created thereunder. All “Loans” made and “Obligations” incurred under (and defined in) the Existing Credit Agreement which are continuing obligations of such Borrowers outstanding on the Effective Date shall constitute Loans and are hereby acknowledged Obligations, respectively, under (and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations governed by the terms of) this Agreement and the other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereofCredit Documents. In addition, any Borrower which was not The commitment of each Bank that is a party to the Existing Loan Credit Agreement or shall, on the Other Documents date hereof, automatically be deemed amended and the only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Credit Documents” (as defined thereinin the Existing Credit Agreement) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Credit Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing “Credit Facility Documents” shall be deemed to refer to this Agreement and the Credit Documents, (b) all obligations constituting “Obligations” under the Existing Credit Agreement with any Bank or any Affiliate of any Bank which are outstanding on the date hereof shall continue as Obligations under this Agreement and the other Credit Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Bank’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of each Bank’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Bank hereunder reflect such Bank’s Commitments on the date hereof, and the Borrower hereby agrees to compensate each Bank and each Departing Bank for any and all losses, costs and expenses incurred by such Bank or Departing Bank in connection with the sale and assignment of any Eurodollar Loan on the terms and in the manner set forth in Section 2.11 hereof and (d) the existing “Loans” under the Existing Credit Agreement of each Departing Bank shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Bank’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Bank shall not be a Bank hereunder. In Witness Whereof, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written. BORROWER: BLACK HILLS CORPORATION, a South Dakota corporation By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President and Chief Financial Officer Signature Page to Amended and Restated Credit Agreement JPMORGAN CHASE BANK, N.A., as the Administrative Agent and a Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Officer Signature Page to Amended and Restated Credit Agreement U.S. BANK NATIONAL ASSOCIATION, as a Bank By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director Signature Page to Amended and Restated Credit Agreement BANK OF AMERICA, N.A., as a Bank By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Assistant Vice President Signature Page to Amended and Restated Credit Agreement COBANK, ACB, as a Bank By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President Signature Page to Amended and Restated Credit Agreement The undersigned Departing Bank hereby acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Existing Credit Agreement or any of the Credit Documents executed in connection therewith and will not be a party to this Agreement except for purposes of acknowledging it is a Departing Bank. MUFG BANK, LTD., (formerly The Bank of Tokyo-Mitsubishi UFJ, LTD.), as a Departing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director Signature Page to Amended and Restated Credit Agreement The undersigned Departing Bank hereby acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Existing Credit Agreement or any of the Credit Documents executed in connection therewith and will not be a party to this Agreement except for purposes of acknowledging it is a Departing Bank. XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Departing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director Signature Page to Amended and Restated Credit Agreement The undersigned Departing Bank hereby acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Existing Credit Agreement or any of the Credit Documents executed in connection therewith and will not be a party to this Agreement except for purposes of acknowledging it is a Departing Bank. ROYAL BANK OF CANADA, as a Departing Bank By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Authorized Signatory Signature Page to Amended and Restated Credit Agreement The undersigned Departing Bank hereby acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Existing Credit Agreement or any of the Credit Documents executed in connection therewith and will not be a party to this Agreement except for purposes of acknowledging it is a Departing Bank. THE BANK OF NOVA SCOTIA, as a Departing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director The undersigned Departing Bank hereby acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Existing Credit Agreement or any of the Credit Documents executed in connection therewith and will not be a party to this Agreement except for purposes of acknowledging it is a Departing Bank. SCOTIABANK (IRELAND) DESIGNATED ACTIVITY COMPANY, as a Departing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Risk Officer & Managing Director Signature Page to Amended and Restated Credit Agreement EXHIBIT A NOTE , 20 FOR VALUE RECEIVED, the undersigned, Black Hills Corporation, a South Dakota corporation (“Borrower”), promises to pay to the order of [ ] (the “Bank”) on the Termination Date of the hereinafter defined Credit Agreement, at the principal office of JPMorgan Chase Bank, N.A., in accordance with Section 4.1 of the Credit Agreement (as hereafter defined), the aggregate unpaid principal amount of all Loans made by the Bank to the Borrower pursuant to the Credit Agreement, together with interest on the principal amount of each Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement. The Bank shall record on its books or records or on a schedule attached to this Note, which is a part hereof, each Loan made by it pursuant to the Credit Agreement, together with all payments of principal and interest and the principal balances from time to time outstanding hereon, whether the Loan is a Base Rate Loan or a Eurodollar Loan, and the interest rate and Interest Period applicable thereto, provided that prior to the transfer of this Note all such amounts shall be recorded on a schedule attached to this Note. The record thereof, whether shown on such books or records or on a schedule to this Note, shall be prima facie evidence of the same; provided, however, that the failure of the Bank to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower to repay all Loans made to it pursuant to the Credit Agreement together with accrued interest thereon. This Note is one of the Notes referred to in the Amended and Restated Credit Agreement dated as of July 30, 2018, among, inter alia, the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent; U.S. Bank National Association, as Syndication Agent; and the financial institutions party thereto (as the same may be further amended, restated, supplemented or extendedotherwise modified from time to time, the “Credit Agreement”), and this Note and the holder hereof are entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. Nothing contained All defined terms used in this Agreement will Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed as waiving any continuing Default or Event in accordance with the internal laws of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy State of Agent or Lenders under or with respect to such continuing Default or Event of DefaultNew York. Any such continuing Default or Event of Default shall remain in effect except Prepayments may be made hereon and this Note may be declared due prior to the extent expressed maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement. The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder. BORROWER: BLACK HILLS CORPORATION, a South Dakota corporation By: Name: Title: EXHIBIT B COMPLIANCE CERTIFICATE This Compliance Certificate is furnished to JPMorgan Chase Bank, N.A., as Administrative Agent pursuant to the Amended and Restated Credit Agreement dated as of July 30, 2018, among, inter alia, Black Hills Corporation, a South Dakota corporation (“Borrower”), JPMorgan Chase Bank, N.A., as Administrative Agent; U.S. Bank National Association, as Syndication Agent; and the financial institutions party thereto (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Unless otherwise defined herein, the terms used in this Agreement has amended Compliance Certificate have the provisions of meanings ascribed thereto in the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.Credit Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT:

Amendment and Restatement. Certain This Agreement shall become effective on the Restatement Effective Date and shall supersede all provisions of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security the Original Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowersdate. This Agreement amends and restates the Existing Loan Original Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution not intended to be or operate as a novation or an accord and exchange for, and not in satisfaction or novation of, of the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Original Agreement or the Other Documents indebtedness, obligations and liabilities of the Borrower evidenced or provided for thereunder. All outstanding Obligations under the Original Agreement on the Restatement Effective Date (as defined thereinand which have not been repaid on the Restatement Effective Date) prior shall continue to its execution remain outstanding under this Agreement. For the avoidance of doubt, all rights and obligations of the Borrower under the Original Agreement shall continue to be the rights and obligations of the Borrower under this Agreement. From and after the date hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All all references made to the “Loan Agreement” or words of like import Original Agreement in any document, Facility Document or in any other instrument or agreement executed and delivered in connection with the Existing Credit Facility shall document shall, without more, be deemed to refer to this Agreement. Without limiting the generality of the foregoing, the Borrower hereby reaffirms its liability and the pledge hereunder, and the Borrower agrees that notwithstanding the execution and delivery of this Agreement, the Liens previously granted to the Administrative Agent under the Original Agreement and hereunder shall be and remain in full force and effect and that any rights and remedies of the Administrative Agent hereunder and obligations of the Borrower hereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged hereby and shall secure all of the Borrower’s indebtedness, obligations and liabilities to the Administrative Agent and the Lenders under the Original Agreement as this Agreement may be further amended, restated, supplemented or extendedamended and restated hereby. Nothing herein contained shall in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will manner affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions priority of the Existing Loan Agreement Liens and security interests created and provided for hereunder prior to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.giving effect to this Agreement. [SIGNATURE PAGES TO FOLLOW]

Amendment and Restatement. Certain of The Borrowers, PNC, as the Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (Lenders hereby agree that upon the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution effectiveness of this Agreement, joins the terms and provisions of the Existing Agreement shall be and hereby are amended and restated in their entirety by the terms and assumes conditions of this Agreement and the obligations terms and other liabilities provisions of a “Borrower” hereunder the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Other Documents. All references Existing Agreement to indemnify and hold harmless the “Loan Agreement” or words of like import in any documentAgent and the Existing Lender from and against all claims, instrument or agreement executed demands, liabilities, damages, losses, costs, charges and delivered expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Credit Facility shall be deemed to refer to this Agreement. This Agreement is given as this Agreement may be further amendeda substitution of, restatedand not as a payment of, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event the obligations of Default Borrowers under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect and is not intended to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions constitute a novation of the Existing Loan Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement to delete all amounts outstanding and owing by Borrowers under the term Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Loan Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement which was for Letters of Credit prior to the basis Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for such continuing Default or Event the account of Defaultthe Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, On the “Existing Loan Agreement”) with respect to a revolving credit facility date hereof (the “Existing Credit FacilityRestatement Date”) extended to such Borrowers. This Agreement amends and restates ), the Existing Original Revolving Loan Agreement in its entirety. As suchshall be amended, restated and superseded by this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit FacilityAgreement. The obligations parties hereto acknowledge and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents agree that (as defined thereina) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references Revolving Credit Notes delivered pursuant to this Agreement (the “Loan Agreement” or words of like import in any document, instrument or agreement Restated Notes”) and the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Liabilities” (as defined in the Original Revolving Loan Agreement) under the Original Revolving Loan Agreement as in effect prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the Existing Credit Facility shall be deemed terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to refer to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement as this all loans outstanding under the Original Revolving Loan Agreement may be further amended, restated, supplemented or extended. Nothing contained in immediately before the effectiveness of this Agreement will be construed part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as waiving any continuing Default amended, and agrees that all security interests granted to CIBC or Event the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy Administrative Agent for the ratable benefit of Agent or the Lenders under or with respect to such continuing Default or Event of Defaultand the Administrative Agent. Any such continuing Default or Event of Default shall remain in effect except to Notwithstanding the extent modifications effected by this Agreement has amended the provisions of the Existing Loan Agreement to delete the term representations, warranties and covenants of the Existing Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of CIBC or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Loan Agreement, shall survive the execution and delivery of this Agreement which was but in favor of the basis for such continuing Default or Event of Default.Lenders and the Administrative Agent; provided, however, that it is understood and agreed that -121-

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are The parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations Agreement, to the extent party hereto, each hereby agree that, at such time as this Agreement shall have become effective pursuant to the terms of Section 5.1, (a) the Existing Credit Agreement automatically shall be deemed amended and other liabilities restated in its entirety by this Agreement, and (b) the Commitments and Loans under the Existing Credit Facility are continuing obligations of such Borrowers Agreement and are hereby acknowledged and ratified by such Borrowers, and nothing herein as defined therein automatically shall be construed to deem such obligations replaced with the Commitments and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereofLoans hereunder. In addition, any Borrower which was This Agreement is not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution a novation of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility Agreement. On the Closing Date, (i)(x) the Credit Parties shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving prepay any continuing Default or Event of Default dollar tranche revolving credit loans outstanding under the Existing Loan Credit Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended necessary to keep the provisions outstanding Dollar Tranche Revolving Credit 151 CHAR1\1753066v5 Loans ratable with the revised Dollar Tranche Revolving Credit Commitments as of the Closing Date, and (y) the dollar tranche revolving credit loans and dollar tranche revolving credit commitments made by the lenders under the Existing Loan Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Dollar Tranche Revolving Credit Commitments of the Lenders shall be as set forth on Schedule 1.1(b) and (ii)(x) the Credit Parties shall prepay any designated currency tranche revolving credit loans outstanding under the Existing Credit Agreement to delete the term extent necessary to keep the outstanding Designated Currency Tranche Revolving Credit Loans ratable with the revised Designated Currency Tranche Revolving Credit Commitments as of the Closing Date, and (y) the designated currency tranche revolving credit loans and designated currency tranche revolving credit commitments made by the lenders under the Existing Loan Credit Agreement which was shall be re-allocated and restated among the basis for such continuing Default or Event Lenders so that, as of Default.the Closing Date, the respective Designated Currency Tranche Revolving Credit Commitments of the Lenders shall be as set forth on Schedule 1.1(b). 152 CHAR1\1753066v5

Amendment and Restatement. Certain of (a) The Borrowers, PNC, as the Administrative Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as the Lenders hereby agree that upon the effectiveness of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013this Agreement, the “terms and provisions of the Existing Loan Credit Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Credit Agreement”) , except as otherwise provided in the next paragraph, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Credit Agreement by this Agreement, the Company and all other obligors shall continue to be liable to the Administrative Agent and the Lenders with respect to a revolving credit facility (agreements on the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends part of the Company and restates the Existing Loan Agreement in its entirety. As suchall other obligors, this Agreement represents in part a renewal ofrespectively, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such BorrowersAgreement to pay all principal, and nothing herein shall be construed to deem such obligations interest, fees and other liabilities paidamounts that have accrued on or before the date hereof and to indemnify and hold harmless the Administrative Agent and the Lenders from and against all claims, or demands, liabilities, damages, losses, costs, charges and expenses to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or Administrative Agent and the Other Documents (as defined therein) prior to its execution hereof, agrees to Lenders may be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered subject arising in connection with the Existing Credit Facility Agreement and as to which the Company or such obligors, as the case may be, have agreed under the Existing Credit Agreement to indemnify and hold harmless the Administrative Agent and the Lenders. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Borrowers under the Existing Credit Agreement and is not intended to constitute a novation of the Existing Credit Agreement. Indebtedness (other than with respect to Competitive Loans) evidenced by the notes issued under the Existing Credit Agreement shall be allocated proportionally among the Lenders based on their respective Commitments in order that after giving effect thereto Lenders shall have outstanding loans representing their portion of the aggregate Commitment, as described on SCHEDULE 2.1 and the Lenders shall make appropriate payments to each other in order to accomplish such reallocation. On the Closing Date all outstanding principal of all Eurodollar Loans then outstanding under the Existing Credit Agreement shall be deemed to have been prepaid and, except as otherwise selected by the Borrowers by delivery of a Borrowing Notice on or prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by the Company under the Existing Credit Agreement as of the Closing Date shall, solely for purposes of Section 2.16, constitute ABR Borrowings. Upon its receipt of a Note hereunder, each Lender will promptly return to the Borrowers, marked "Cancelled" or "Replaced", any notes of the Borrowers held by such Lender pursuant to the Existing Credit Agreement. By execution or acknowledgment of this Agreement all parties hereto agree that each of the other Loan Documents is hereby amended such that all references to the Existing Credit Agreement and the Loans thereunder shall be deemed to refer to this Amended and Restated Credit Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under and the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions continuation of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of DefaultLoans hereunder.

Amendment and Restatement. Certain This Agreement shall become effective on the Closing Date and shall supersede all provisions of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security the Existing Credit Agreement dated as of October 20such date. From and after the Closing Date, 2010 (a)(i) the commitments of those Lenders under the Existing Credit Agreement that are continuing as amended by Amendment No. 1 to Loan Lenders under this Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” under the Existing Credit FacilityAgreement that are not continuing as Lenders under this Agreement (the “Non‑Continuing Lenders”) extended shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such BorrowersContinuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Closing Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.11 hereof of the Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Closing Date) on the Closing Date (and the Company shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.11 hereof of the Existing Credit Agreement as if the outstanding Revolving Loans had been prepaid on the Closing Date); and (c) all outstanding “Revolving Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Revolving Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Revolving Loans and L/C Obligations outstanding on the Closing Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swing Line Loans and Letters of Credit) to be made in accordance with the respective Revolving Credit Commitments of the Lenders from time to time party to this Agreement as provided herein. All references made to the Existing Credit Agreement in any Credit Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. This Agreement amends and restates the Existing Loan Credit Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution not intended to be or operate as a novation or an accord and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and of the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents indebtedness, obligations and liabilities of the Borrower, or any Guarantor evidenced or provided for thereunder. 91 This Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. “BORROWERS” and “GUARANTORS” CTS CORPORATION, an Indiana corporation By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Vice President CTS INTERNATIONAL B.V. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Director B “GUARANTORS” CTS CORPORATION, a Delaware corporation By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President and Secretary CTS ELECTRONIC COMPONENTS, INC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President and Secretary CTS AUTOMOTIVE HOLDINGS, L.L.C. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President and Secretary “LENDERS” BMO XXXXXX BANK N.A., in its individual capacity as a Lender, as L/C Issuer, and as Administrative Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director BANK OF AMERICA, N.A. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President 94 PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Senior Vice President XXXXX FARGO, N.A. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President THE NORTHERN TRUST COMPANY By: /s/ Xxxx XxXxxxxxxxxx Name: Xxxx XxXxxxxxxxxx Title: Senior Vice President 97 U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President EXHIBIT A NOTICE OF PAYMENT REQUEST [Date] [Name of Lender] [Address] Attention: Reference is made to the Amended and Restated Credit Agreement, dated as of February 12, 2019, among CTS Corporation, CTS International B.V., the Guarantors party thereto, the Lenders party thereto, and BMO Xxxxxx Bank N.A., as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined therein) prior herein have the meanings assigned to them in the Credit Agreement. [The Borrower has failed to pay its execution hereof, agrees to be bound Reimbursement Obligation in the amount of $____________. Your Revolver Percentage multiplied by the terms hereofunpaid Reimbursement Obligation is $_____________] or [__________________________ has been required to return a payment by such Borrower of a Reimbursement Obligation in the amount of $_______________. Your Revolver Percentage multiplied by the returned Reimbursement Obligation is $_______________.] Very truly yours, , as L/C Issuer By: Name: Title: EXHIBIT B NOTICE OF BORROWING Date: , ____ To: BMO Xxxxxx Bank N.A., as Administrative Agent for the Lenders parties to the Amended and Restated Credit Agreement dated as of February 12, 2019 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among CTS Corporation, CTS International B.V., certain signatories which are Guarantors thereto, certain Lenders which are signatories thereto, and by its execution of this BMO Xxxxxx Bank N.A., as Administrative Agent Ladies and Gentlemen: The undersigned, CTS Corporation (the “Company”), refers to the Credit Agreement, joins in the terms defined therein being used herein as therein defined, and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references hereby gives you notice irrevocably, pursuant to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions Section 1.5 of the Existing Loan Agreement to delete the term Credit Agreement, of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.Borrowing specified below:

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entiretyentirety the 2014 Credit Agreement; and the Loan Parties confirm that the 2014 Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (as all such capitalized terms are defined in the 2014 Credit Agreement) have at all times, since the date of the execution and delivery of such documents, remained in full force and effect and continued to secure such obligations which are continued as the Obligations hereunder as amended hereby; and all such Collateral (as defined in the 2014 Credit Agreement) shall continue to secure the Obligations hereunder. As suchThe Loans hereunder are a continuation of the Loans under (and as such terms are defined in) the 2014 Credit Agreement. The Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that the amendment and restatement of the 2014 Credit Agreement by this Agreement represents in part is not intended to constitute, nor does it constitute, a renewal ofnovation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein) thereunder or the collateral security therefor and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein). For the avoidance of doubt, the Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that upon execution of this Agreement by the parties hereto, Hallador Energy Company shall be the Borrower hereunder and shall no longer be, and is issued in substitution hereby released as, a Guarantor under this Agreement and exchange forany other Loan Document (but shall be bound as a Borrower), and not in satisfaction or novation ofSunrise Coal, LLC shall be a Guarantor hereunder and shall no longer be, and is hereby released as, the obligations and other liabilities Borrower under the Existing Loan this Agreement and any other Loan Documents (but shall be bound as a Guarantor). SCHEDULE 1.l(A) PRICING GRID-- VARIABLE PRICING AND LETTER OF CREDIT FEES BASED ON LEVERAGE RATIO (PRICING EXPRESSED IN BASIS POINTS) Level Leverage Ratio Letter of Credit Fee Revolving Base Rate Spread Revolving LIBOR Rate Spread Term Loan Base Rate Spread Term Loan LIBOR Rate Spread Commitment Fee VI Greater than or equal to 3.0 to 1.0 400 300 400 300 400 50 V Greater than or equal to 2.5 to 1.0 but less than 3.0 to 1.0 350 250 350 250 350 50 IV Greater than or equal to 2.0 to 1.0 but less than 2.5 to 1.0 300 200 300 200 300 50 Ill Greater than or equal to 1.5 to 1.0 but less than 2.0 to 1.0 275 175 275 175 275 37.5 II Greater than or equal to 1.0 to 1.0 but less than 1.5to 1.0 250 150 250 150 250 37.5 I Less than 1.0 to 1.0 225 125 225 125 225 37.5 For purposes of determining the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such BorrowersApplicable Margin, Commitment Fee, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution Applicable Letter of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.Fee Rate:

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Credit Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, Each Borrower hereby agrees that (a) the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities Indebtedness outstanding under the Existing Credit Facility are continuing obligations of such Borrowers Agreement and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined thereinin the Existing Credit Agreement; together with the Existing Credit Agreement, the “Existing Credit Documents”) prior to its execution hereofand all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents, agrees shall be deemed to be bound outstanding under and governed by the terms hereofthis Agreement. Each Borrower hereby acknowledges, warrants, represents and agrees that this Agreement is not intended to be, and by its execution shall not be deemed or construed to be, a novation or release of the Existing Credit Documents. Each Lender which is a Lender under the Existing Credit Documents hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the loans thereunder, ratable reductions of the commitments of Lenders under the Existing Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the extent that any such prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement, joins the loans of the Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. Each Lender hereby authorizes the Administrative Agent and assumes the obligations and other liabilities Borrowers to request Borrowings from Lenders, to make prepayment of a “Borrower” hereunder and the loans under the Other DocumentsExisting Credit Documents and to reduce the commitments under the Existing Credit Documents among Lenders in order to ensure that, upon the effectiveness of this Agreement, the loans of Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. All references The parties hereto confirm, ratify and reaffirm each of the Existing Credit Documents entered into prior to the “Loan Effective Date (but excluding the Existing Credit Agreement” or words of like import ) and agree that such Existing Credit Documents continue to be legal, valid, binding and enforceable in any documentaccordance with their terms (except to the extent, instrument or agreement executed amended, restated and delivered superseded in connection with the Existing Credit Facility shall be deemed to refer to this Agreement transactions contemplated hereby). The Borrowers, jointly and severally, represent and warrant that, as this Agreement may be further amendedof the Effective Date, restatedthere are no claims or offsets against, supplemented or extended. Nothing contained in this Agreement will be construed as waiving defenses or counterclaims to, their obligations (or the obligations of any continuing Default or Event of Default Guarantor) under the Existing Loan Credit Agreement or will affect or impair any rightother Existing Credit Documents. 114 Amended and Restated Schedule 2.01 Commitments LENDERS MAXIMUM REVOLVING CREDIT AMOUNT PRO RATA SHARE BOKF, powerNA DBA BANK OF OKLAHOMA $ 23,882,352.94 17.058823529 % BBVA USA $ 23,882,352.94 17.058823529 % BMO XXXXXX FINANCING, or remedy INC. $ 21,411,764.70 15.294117647 % BANK OF AMERICA, N.A. $ 21,411,764.70 15.294117647 % COMERICA BANK $ 11,529,411.77 8.000000000 % TORONTO-DOMINION BANK, NEW YORK BRANCH $ 11,529,411.77 8.000000000 % CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH $ 11,529,411.77 8.000000000 % ARVEST BANK $ 4,941,176.47 3.529411765 % TRUIST BANK $ 4,941,176.47 3.529411765 % IMERIABANK, A DIVISION OF FIRST HORIZON BANK $ 4,941,176.47 3.529411765 % TOTALS $ 140,000,000.00 100.000000000 % Amended and Restated Schedule 3.19 Swap Agreements Unit Corp Gas Xxxxxx Date Volume Type Floor Cap Swap Exchange 7/1/2021 - 12/31/2021 30,000 Mmbtu/day Swap $(0.215) NGPL TexOk Basis 7/1/2021 - 10/31/2021 20,000 Mmbtu/day Swap $2.770 NYMEX Xxxxx Hub 7/1/2021 - 10/31/2021 30,000 Mmbtu/day Swap $2.850 NYMEX Xxxxx Hub 11/1/2021 - 12/31/2021 45,000 Mmbtu/day Swap $2.900 NYMEX Xxxxx Hub 1/1/2022 - 12/31/2022 35,000 Mmbtu/day Collar $2.500 $2.680 NYMEX Xxxxx Hub 1/1/2022 - 12/31/2022 5,000 Mmbtu/day Swap $2.605 NYMEX Xxxxx Hub 1/1/2023 - 12/31/2023 22,000 Mmbtu/day Swap $2.456 NYMEX Xxxxx Hub Unit Corp Oil Xxxxxx Date Volume Type Floor Cap Swap Exchange 7/1/2021 - 12/31/2021 3,000 Bbls/day Swap $44.65 NYMEX WTI 7/1/2021 - 7/31/2021 12,330 Swap $58.30 NYMEX WTI 8/1/2021 - 8/31/2021 10,000 Swap $58.30 NYMEX WTI 9/1/2021 - 9/30/2021 7,417 Swap $58.30 NYMEX WTI 10/1/2021 - 10/31/2021 5,467 Swap $58.30 NYMEX WTI 11/1/2021 - 11/30/2021 3,326 Swap $58.30 NYMEX WTI 12/1/2021 - 12/31/2021 1,487 Swap $58.30 NYMEX WTI 1/1/2022 - 12/31/2022 2,300 Bbls/day Swap $42.25 NYMEX WTI 1/1/2023 - 12/31/2023 1,300 Bbls/day Swap $43.60 NYMEX WTI Amended and Restated Schedule 3.19 1 of Agent or Lenders under or 2 Natural Gas (Mcf) Crude Oil (bbl) Date Current Volumes Hedged Hedge Requirement % Hedged Current Volumes Hedged Hedge Requirement % Hedged Total 12 months 16,135,000 14,671,404 76% 1,008,327 838,058 84% Total 24 months 11,342,000 8,373,348 68% 658,500 366,679 70% Total 36 months 4,048,000 — 29% 239,200 — 31% Natural Gas (Mcf) Crude Oil (bbl) Date Current Volumes Hedged Hedge Requirement % Hedged Current Volumes Hedged Hedge Requirement % Hedged Total 12 months 18,860,000 18,515,656 76% 1,156,000 1,115,069 78% Total 24 months 14,905,000 13,559,388 68% 882,200 860,524 78% Total 36 months 9,128,000 6,486,415 59% 535,500 464,328 58% *2020 Gas Xxxxxx are inclusive of collars placed with respect to such continuing Default or Event BMO in 2019 for 30,000Mcf/day Amended and Restated Schedule 3.19 2 of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions 2 Amended and Restated Schedule 6.13(j) Excluded Property 1) 100% of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.Company’s limited liability company membership interests and other Equity Interests in Superior; and

Amendment and Restatement. Certain of Borrowers, PNC, as Agent This Agreements amends and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security restates in its entirety that certain Credit Agreement dated as of October 20January 19, 2010 2018 executed by and among Woodforest National Bank, as administrative agent, certain lenders therein named, and Xxxxxxxx (as the same may have been amended by Amendment No. 1 prior to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”date hereof) with respect to a revolving credit facility (the “Existing Credit FacilityAgreement”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility). The obligations and other liabilities outstanding commitments under the Existing Credit Facility are continuing obligations Agreement have been assigned, renewed, extended, modified, and rearranged as Commitments under and pursuant to the terms of this Agreement. Certain of the Lenders (as Lenders under the Existing Credit Agreement) have agreed among themselves, in consultation with the Borrower, to adjust their respective Commitments and to terminate the commitments of certain lenders under the Existing Credit Agreement who will not become a Lender hereunder (each an “Exiting Lender”). The Administrative Agent, the Borrower and each Exiting Lender (by receipt of the payment in full of the Loans as defined in, and owing to it under, the Existing Credit Agreement and, at such Borrowers and are hereby acknowledged and ratified Exiting Lender’s request, under a separate exiting agreement executed by such BorrowersExiting Lender) consented to such reallocation and each Existing Xxxxxx’s adjustment of, and nothing herein shall be construed to deem such obligations each Existing Xxxxxx’s assignment of, an interest in the commitments and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or Xxxxxxx’ partial assignments of their respective commitments. On ​ 117 ​ the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms date hereof, and by its execution after giving effect to such reallocations, adjustments, assignments and decreases, the Commitment of this Agreement, joins in each Lender shall be as set forth on Schedule 2.01A. The Lenders shall make all appropriate adjustments and assumes payments between and among themselves to account for the obligations and other liabilities revised pro rata shares resulting from the initial allocation of a “Borrower” hereunder and the Lenders’ commitments under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility Agreement after adjustment as provided for by this Agreement. The Borrower and each Lender party hereto that was a “Lender” under the Existing Credit Agreement hereby agrees and this Section 9.20, and any exiting agreement executed by an Exiting Lender that is acceptable to the Administrative Agent and the Borrower shall be deemed to refer to this Agreement approved assignment forms as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default required under the Existing Loan Agreement or will affect or impair any rightCredit Agreement. ​ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND XXXXXXX AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, power, or remedy CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. ​ [Signature Pages Follow] ​ 118 ​ EXHIBIT D ​ Interest Election Request ​ [See attached.] ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exhibit D ​ EXHIBIT F ​ Form of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of DefaultBorrowing Request [See attached.] ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exhibit F

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013On the Restatement Date, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Prior Credit Facility”) extended to such Borrowers. This Agreement amends shall be amended, restated and restates the Existing Loan Agreement superseded in its entirety. As such, The parties hereto acknowledge and agree that (i) this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Prior Credit Agreement) under the Prior Credit Agreement as in effect prior to the Restatement Date; (ii) such “Obligations” are in all respects continuing with only the Existing Credit Facility shall be deemed to refer to terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Loan Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement as this all loans and letters of credit outstanding under the Prior Credit Agreement may be further amended, restated, supplemented or extended. Nothing contained in immediately before the effectiveness of this Agreement will be construed as waiving part of the Loans and Letters of Credit hereunder on the terms and conditions set forth in this Agreement. Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Loan Documents and agrees that all collateral granted thereunder shall from and after the date hereof secure all Obligations hereunder. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of Borrower contained in the Prior Credit Agreement, Borrower acknowledges and agrees that any continuing Default causes of action or Event other rights created in favor of Default under any Lender and its successors arising out of the Existing Loan representations and warranties of Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Prior Credit Agreement or will affect or impair any right, power, or remedy shall survive the execution and delivery of Agent or Lenders under or with respect to such continuing Default or Event this Agreement. All indemnification obligations of Default. Any such continuing Default or Event of Default shall remain in effect except Borrower pursuant to the extent this Prior Credit Agreement has amended the provisions (including any arising from a breach of the Existing Loan Agreement to delete representations thereunder) shall survive the term amendment and restatement of the Existing Loan Prior Credit Agreement which was the basis for such continuing Default or Event of Defaultpursuant to this Agreement.

Amendment and Restatement. Certain It is the intention of Borrowers, PNC, each of the parties hereto that the Original Credit Agreement be amended and restated in its entirety pursuant hereto so as Agent to preserve and Lender, continue the perfection and U.S. Bank National Association, as Lender, are parties priority of all Liens securing Indebtedness and Obligations under the Original Credit Agreement and that all Indebtedness and Obligations of the Borrower and the Guarantors hereunder shall be secured by the Liens evidenced under the Collateral Documents and that the Second Restatement Amendment and this Agreement do not constitute a novation or termination of the Indebtedness and Obligations existing under the Original Credit Agreement (or serve to a Revolving Credit, Guaranty, and Security terminate Section 10.04 or 10.05 of the Original Credit Agreement dated as or any of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) Borrower’s obligations thereunder with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities existing Lenders under the Existing Loan Agreement and the Existing Original Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereofAgreement). In addition, any Borrower which was not party to unless specifically amended hereby, each of the Existing Loan Agreement or Documents shall continue in full force and effect and that, from and after the Other Documents (as defined therein) prior to its execution hereofAmendment Effective Date, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All all references to the “Loan Credit Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility contained therein shall be deemed to refer to this Agreement. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] EXHIBIT K TO CREDIT AGREEMENT FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Second Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as this Agreement may be further amendedif set forth herein in full. For an agreed consideration, restated[the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], supplemented or extended. Nothing contained and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in this Agreement will be construed accordance with the Standard Terms and Conditions and the Credit Agreement, as waiving any continuing Default or Event of Default the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Existing Loan Credit Agreement and any other documents or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except instruments delivered pursuant thereto to the extent this Agreement has amended related to the provisions amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, participations in Swing Line Loans and L/C Obligations included in such facility)and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the Existing Loan Agreement foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to delete the term of rights and obligations sold and assigned pursuant to clause (i) above (the Existing Loan Agreement which was rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 1 For bracketed language here and elsewhere in this form relating to the basis for such continuing Default or Event of DefaultAssignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends is intended to amend and restates restate the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and provisions of the Existing Credit Facility. The obligations Agreement, and other liabilities under except as expressly modified herein, all of the terms and provisions of the Existing Credit Facility are continuing obligations Agreement shall continue to apply for the period prior to the Effective Date, including any determinations of such Borrowers and are hereby acknowledged and ratified by such Borrowerspayment dates, and nothing herein shall be construed to deem such obligations interest rates, compliance with covenants and other liabilities paidobligations, or to release or terminate any Lien given to secure such indebtedness accuracy of representations and warranties, Events of Default or any guaranty thereof. In additionamount that may be payable to Administrative Agent, any Borrower which was not party to the Existing Loan Agreement Lenders or the Other Documents Issuing Banks (as defined therein) prior to its execution hereofor their assignees or replacements hereunder). The Borrower, agrees to be bound by the terms hereofAdministrative Agent, the Lenders and by its execution of this Agreementthe Issuing Banks acknowledge and agree that all principal, joins in interest, fees, costs, reimbursable expenses and assumes the indemnification obligations and other liabilities of a “Borrower” hereunder and accruing or arising under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility Agreement which remain unpaid and outstanding as of the Effective Date shall be deemed to refer to and remain outstanding and payable as an obligation under this Agreement as and the other Loan Documents. The Existing Credit Agreement is superseded by this Agreement may be further amendedAgreement, restatedwhich hereby renews, supplemented amends, restates and modifies, but does not novate or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default extinguish, the obligations under the Existing Credit Agreement. The execution, delivery and effectiveness of this Agreement and the other Loan Agreement Documents shall not operate as a waiver, release or will affect or impair modification of any right, power, power or remedy of Agent or Lenders the “Lenders” under or with respect the Existing Credit Agreement arising prior to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect the date hereof, except to extent that any such covenant, agreement is modified hereby. Each of the extent Lenders whose name appears on the Schedule I attached hereto (a) acknowledges that each lender who was a party to the Existing Credit Agreement but is not listed on Schedule I hereto (each a “Departing Lender”) is executing a termination agreement among itself, the Borrower and the Administrative Agent, pursuant to which, upon execution of this Agreement has amended each such lender shall (i) be paid the provisions full amount of principal and interest outstanding on its loans under the Existing Loan Agreement to delete the term Credit Agreement, (ii) relinquish any and all of its rights as a lender under the Existing Loan Credit Agreement which was except for its rights that would expressly survive termination in accordance with the basis for terms thereof and (iii) have no further obligations under this Credit Agreement and (b) agrees to purchase Loans and Commitments hereunder (including participations in Letters of Credit and Swingline Loans) from the Departing Lenders and from one another on the Effective Date so that after giving effect thereto, the Loans and Commitments of each Class of each Lender hereunder will be held ratably in accordance with the Loans and Commitments of such continuing Default or Event Class of Defaultsuch Lender as set forth on Schedule I hereto and the Administrative Agent is authorized and directed to take such actions and to make such notations in the Register as shall be necessary to effectuate and reflect the foregoing.

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013The Borrower, the “Existing Loan Agreement”Banks and the Administrative Agent agree that, upon (i) with respect to a revolving credit facility the execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the “aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Credit Facility”) extended Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement and each Departing Bank shall cease to such Borrowersbe a party to the Existing Credit Agreement as evidenced by its execution and delivery of its Departing Bank Signature Page. This Agreement amends is not intended to and restates shall not constitute a novation, payment and reborrowing or termination of the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities Obligations under the Existing Credit Facility Agreement and the other Credit Documents as in effect prior to the date hereof or the Indebtedness created thereunder. All “Loans” made and “Obligations” incurred under (and defined in) the Existing Credit Agreement which are continuing obligations of such Borrowers outstanding on the Effective Date shall constitute Loans and are hereby acknowledged Obligations, respectively, under (and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations governed by the terms of) this Agreement and the other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereofCredit Documents. In addition, any Borrower which was not The commitment of each Bank that is a party to the Existing Loan Credit Agreement or shall, on the Other Documents date hereof, automatically be deemed amended and the only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Credit Documents” (as defined thereinin the Existing Credit Agreement) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Credit Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing “Credit Facility Documents” shall be deemed to refer to this Agreement as this Agreement may be further amendedand the Credit Documents, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default (b) all obligations constituting “Obligations” under the Existing Loan Credit Agreement with any Bank or will affect or impair any right, power, or remedy Affiliate of Agent or Lenders any Bank which are outstanding on the date hereof shall continue as Obligations under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended and the provisions other Credit Documents, and (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Bank’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, Letters of Credit, interest and fees due and payable to a Bank hereunder reflect such Bank’s Commitments on the date hereof, and the Borrower hereby agrees to compensate each Bank and each Departing Bank for any and all losses, costs and expenses incurred by such Bank or Departing Bank in connection with the sale and assignment of any Term SOFR Loan Agreement to delete on the term of terms and in the manner set forth in Section 2.11 hereof and (d) the existing “Loans” under the Existing Loan Credit Agreement which was of each Departing Bank shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Bank’s “Commitment” under the basis for such continuing Default or Event of DefaultExisting Credit Agreement shall be terminated and each Departing Bank shall not be a Bank hereunder.

Amendment and Restatement. Certain of BorrowersThe parties hereto agree that, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013on the Closing Date, the “Existing Loan Agreement”following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations Agreement shall be deemed to be amended and other liabilities restated in its entirety pursuant to this Credit Agreement; (b) all Obligations under the Existing Credit Facility are Agreement outstanding on the Closing Date shall in all respects be continuing obligations and shall be deemed to Obligations outstanding hereunder; (c) the Guaranty Obligations of such Borrowers the Guarantors in favor the Administrative Agent, each Lender, each Affiliate of a Lender that enters into a Hedge Agreement or a Treasury Management Agreement with either Borrower or any Subsidiary, and each other holder of the Obligations pursuant to the Existing Credit Agreement, shall remain in full force and effect with respect to the Obligations and are hereby acknowledged and ratified by such Borrowers, and nothing herein reaffirmed; (d) all Letters of Credit outstanding under the Existing Credit Agreement on the Closing Date shall be construed deemed to deem such obligations be Letters of Credit outstanding on the Closing Date under this Credit Agreement; and (e) all references in the other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party Credit Documents to the Existing Loan Credit Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer without further amendment to this Credit Agreement. The parties hereto further acknowledge and agree that this Credit Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under constitutes an amendment to the Existing Loan Credit Agreement or will affect or impair any right, power, or remedy made under and in accordance with the terms of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions Section 11.6 of the Existing Loan Credit Agreement. Each of the parties hereto has caused a counterpart of this Credit Agreement to delete the term be duly executed and delivered as of the Existing Loan Agreement which was date first above written. BORROWERS: SPEEDWAY MOTORSPORTS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice Chairman and Chief Financial Officer SPEEDWAY FUNDING, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT GUARANTORS: ATLANTA MOTOR SPEEDWAY, LLC, a Georgia limited liability company BRISTOL MOTOR SPEEDWAY, LLC, a Tennessee limited liability company CHARLOTTE MOTOR SPEEDWAY, LLC, a North Carolina limited liability company INEX CORP., a North Carolina corporation KENTUCKY RACEWAY, LLC a Kentucky limited liability company LAS VEGAS MOTOR SPEEDWAY, LLC, a Delaware limited liability company NEVADA SPEEDWAY, LLC, a Delaware limited liability company NEW HAMPSHIRE MOTOR SPEEDWAY, INC., a New Hampshire corporation SMI SYSTEMS, LLC a Nevada limited liability company SMI TRACKSIDE, LLC, a North Carolina limited liability company SMISC HOLDINGS, INC., a North Carolina corporation SPEEDWAY MEDIA, LLC, a North Carolina limited liability company SPEEDWAY PROPERTIES COMPANY, LLC, a Delaware limited liability company SPEEDWAY SONOMA, LLC, a Delaware limited liability company TEXAS MOTOR SPEEDWAY, INC., a Texas corporation U.S. LEGEND CARS INTERNATIONAL, INC., a North Carolina corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory TSI MANAGEMENT COMPANY, LLC, a North Carolina limited liability company By: SMISC Holdings, Inc., Manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., in its capacity as the basis for such continuing Default or Event of DefaultAdministrative Agent By: /s/ Xxxxxxxx X. Manduk Name: Xxxxxxxx X. Manduk Title: Assistant Vice President LENDERS: BANK OF AMERICA, N.A., in its capacity as a Lender, Swingline Lender and Issuing Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President JPMORGAN CHASE BANK, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President SUNTRUST BANK By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Managing Director U.S. BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President REGIONS BANK By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: Senior Vice President TD BANK, N.A. By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Managing Director SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT RBC BANK (USA) By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Relationship Manager COMERICA BANK By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Vice President BANK OF THE WEST By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President FIRST TENNESSEE BANK By: /s/ Xxx Xxxxxx Xxxxx Name: Xxx Xxxxxx Xxxxx Title: Vice President ROYAL BANK OF CANADA By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Authorized Signatory SPEEDWAY MOTORSPORTS, INC.

Amendment and Restatement. Certain (a) On the Restatement Effective Date, the Original ABL Collateral Agreement shall be amended and restated in its entirety by this Agreement. This Agreement shall not constitute a novation of Borrowers, PNC, as Agent the Original ABL Collateral Agreement or any of the other Security Documents. The parties hereto acknowledge and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as agree that (i) the grant by the Grantors of October 20, 2010 security interests in the Collateral (as amended and restated hereby) and by Amendment No. 1 the Granting Parties of security interests in the Pledged Collateral (as amended and restated hereby), in each case, pursuant to Loan the Original ABL Collateral Agreement effective was made as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective the Closing Date (or as of December 13such later date on which a Grantor became a party thereto) and the amendment and restatement of the Original ABL Collateral Agreement as contemplated hereby continues such grants, 2013, the “Existing Loan Agreement”(ii) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such BorrowersLoan Documents, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in Original ABL Collateral Agreement), which remain outstanding as of the Restatement Effective Date, (iii) the “Obligations” (as defined in Original ABL Collateral Agreement) are in all respects continuing (as amended and restated hereby and by the ABL Credit Agreement and which are in all respects hereinafter subject to the terms herein) and (iv) the Liens and security interests as granted under the Original ABL Collateral Agreement and the other applicable Loan Documents are in all respects continuing and in full force and effect and are reaffirmed hereby. To the extent applicable, the Grantors hereby acknowledge, confirm and agree that any financing statements, fixture filings, filings with the Existing Credit Facility shall be deemed United States Patent and Trademark Office or the United States Copyright Office or other instrument similar in effect to refer to this Agreement as this Agreement may be further amended, restated, supplemented the foregoing under applicable law covering all or extended. Nothing contained any part of the Collateral previously filed in this Agreement will be construed as waiving any continuing Default or Event favor of Default the Collateral Agent under the Existing Loan Original ABL Collateral Agreement or will affect or impair any rightare in full force and effect as of the date hereof, power, or remedy of Agent or Lenders under or except with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain real property subject to a Mortgage (as defined in the Original Credit Agreement) in effect except immediately prior to the extent this Agreement has amended date hereof, and each Grantor ratifies its authorization for the provisions Collateral Agent to file in any relevant jurisdictions any such financing statement, fixture filing, filing or other instrument relating to all or any part of the Existing Loan Agreement Collateral if filed prior to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Defaultdate hereof.

Amendment and Restatement. Certain The Borrower the Lender hereby agree that upon the effectiveness of Borrowersthis Agreement, PNCthe terms and provisions of the Prior Credit Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Prior Credit Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Prior Credit Agreement by this Agreement, the Borrower shall continue to be liable to NationsBank with respect to agreements on the part of the Borrower under the Prior Credit Agreement to indemnify and hold harmless NationsBank from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which NationsBank may be subject arising in connection with the Prior Credit Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrower under the Prior Credit Agreement and is not intended to constitute a novation of the Prior Credit Agreement. Except as otherwise selected by the Borrower by delivery of a Borrowing Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrower under the Prior Credit Agreement as of the Closing Date, as Agent and determined by the Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 shall constitute Advances hereunder accruing interest (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”a) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities LIBOR Loans under the Existing Loan Agreement Prior Credit Agreement, at the LIBOR Rate hereunder and (b) with respect to Base Rate Loans under the Existing Prior Credit FacilityAgreement, at the Base Rate hereunder. The obligations and other liabilities parties hereto agree that all LIBOR Rate Loans outstanding under the Existing Prior Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein Agreement on the Closing Date shall be construed continue as LIBOR Rate Loans hereunder without any compensation pursuant to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party SECTION 4.4 hereof being due to the Existing Loan Lender. Except as otherwise provided for by the Borrower by delivery to the Issuing Bank of an Application and Agreement or the Other Documents (as defined therein) for Letters of Credit prior to its execution hereof, agrees to be bound by the Closing Date in accordance with the terms hereof, and by its execution upon the effectiveness of this Agreement, joins in and assumes Agreement (x) all Documentary Letters of Credit issued for the obligations and other liabilities account of a “Borrower” hereunder and the Borrower or any of its Subsidiaries under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Prior Credit Facility shall be deemed to refer to this Agreement as this Agreement may be further amendedof the Closing Date shall constitute Documentary Letters of Credit hereunder, restated, supplemented and (y) all Standby Letters of Credit issued for the account of the Borrower or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default its Subsidiaries under the Existing Loan Prior Credit Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions as of the Existing Loan Agreement to delete the term Closing Date shall constitute Standby Letters of Credit hereunder; PROVIDED, however, that as of the Existing Loan Agreement which was Closing Date the basis for such continuing Default or Event Letter of DefaultCredit Outstandings shall not exceed the Total Letter of Credit Commitment.

Amendment and Restatement. Certain of Borrowers, PNC, as Agent This Amended and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Restated Guaranty, together with that certain Amended and Security Agreement Restated Guaranty dated as of October 20, 2010 (as amended the date hereof executed by Amendment No. 1 to Loan Agreement effective as Guarantor for the benefit of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) Lender with respect to a revolving credit facility the Other Loan (as defined in the Mortgage) (the “Existing Credit FacilityOther Guaranty”), shall amend, restate and replace in its entirety that certain Guaranty dated as of November 21, 2006 executed by Guarantor for the benefit of CWCapital LLC, a Massachusetts limited liability company (“CWC”) extended (the “Original Guaranty”). CWC assigned the entirety of its interest in the Loan Documents (including the Original Guaranty) to such BorrowersLender on December 21, 2006. This Agreement amends All terms, conditions, guarantees and restates obligations of the Existing Original Guaranty shall remain in full force and effect as assigned to Lender and as amended and restated herein and in the Other Guaranty in its entirety, and all rights and remedies provided for therein shall be preserved to Lender. Nothing contained herein or done pursuant hereto shall affect or be construed to affect the priority of the lien or security interest securing the Loan Agreement over the priority of other liens, charges, encumbrances or other security interests. Guarantor does hereby confirm, ratify and reaffirm the obligations contained in the Original Guaranty, as assigned to Lender and as amended and restated hereby and by the Other Guaranty in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution [Remainder of this Agreementpage is intentionally left blank.] AMENDED AND RESTATED GUARANTY - Page 15 (PRIME GROUP REALTY, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer to this Agreement L.P.) 43412-20/Continental Towers EXECUTED as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term day and year first above written. GUARANTOR: PRIME GROUP REALTY, L.P., a Delaware limited partnership By: PRIME GROUP REALTY TRUST, a Maryland real estate investment trust, its General Partner By: [s] Xxxx X. Del Xxxxxxx Name: Xxxx X. Del Vecchio Title: Senior Vice President - Capital Markets Attachment Notarial Jurat AMENDED AND RESTATED GUARANTY – Signature Page (PRIME GROUP REALTY, L.P.) 43412-20/Continental Towers STATE OF ILLINOIS § § COUNTY OF XXXX § This instrument was ACKNOWLEDGED before me on December 28, 2006, 2006, by XXXX X. DEL VECCHIO, as Senior Vice President - Capital Markets of the Existing Loan Agreement which was the basis for such continuing Default or Event PRIME GROUP REALTY TRUST, a Maryland real estate investment trust, as General Partner of Default.PRIME GROUP REALTY, L.P., a Delaware limited partnership, on behalf of said limited partnership. [S E A L] [s] Xxxxxxx X. Xxxxxxx Notary Public, State of Illinois My Commission Expires: Xxxxxxx X. Xxxxxxx 03/16/10_________________ Printed Name of Notary Public AMENDED AND RESTATED GUARANTY – Acknowledgment Page (PRIME GROUP REALTY, L.P.) 43412-20/Continental Towers

Amendment and Restatement. Certain It is the intention of Borrowers, PNC, each of the parties hereto that the Original Agreement be amended and restated in its entirety pursuant to this Agreement so as Agent to preserve the perfection and Lenderpriority of all security interests and Liens securing obligations outstanding under the Original Agreement and that all Obligations of PESRM hereunder shall be secured by the Liens granted or purported to be granted pursuant to the Supply and Offtake Security Documents and that this Agreement does not constitute a novation or termination of the “Obligations” under and as defined in, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013existing under, the Original Agreement (other than any “Existing Loan Obligations” under or relating to the Original Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers). This Agreement amends PESRM, MLC and restates the Existing Loan Agreement in its entirety. As such, each other Person party hereto further acknowledges and agrees that this Agreement represents constitutes an amendment of the Original Agreement made under and in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, accordance with the obligations and other liabilities under terms of Section 16.10 of the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereofOriginal Agreement. In addition, any Borrower which was not party to from and after the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereofEffective Date, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All all references to the “Loan Supply and Offtake Agreement” or words of like import contained in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility other Effective Date PESRM Documents shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extendedAgreement. Nothing contained ** Certain information in this Agreement will be construed as waiving any continuing Default or Event of Default under document has been omitted and filed separately with the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or Securities and Exchange Commission. Confidential treatment has been requested with respect to such continuing Default or Event of Defaultthe omitted portions. Any such continuing Default or Event of Default shall remain ** Certain information in effect except this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the extent this Agreement has amended the provisions omitted portions. EXECUTED as of the Existing Loan Agreement date first written above by MLC, PESRM and PESA. MLC: XXXXXXX XXXXX COMMODITIES, INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.omitted portions. PESRM:

Amendment and Restatement. Certain This Agreement shall become effective on the Effective Date and shall supersede all provisions of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security the Existing Credit Agreement dated as of October 20such date. From and after the Effective Date, 2010 (a)(i) the commitments of those Lenders under the Existing Credit Agreement that are continuing as amended by Amendment No. 1 to Loan Lenders under this Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Continuing Lenders” ) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” under the Existing Credit Facility”Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders” ) extended shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such BorrowersContinuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Effective Date (the “New Lenders” ); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.12 hereof of the Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Effective Date) on the Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 hereof of the Existing Credit Agreement as if the outstanding Revolving Loans had been prepaid on the Effective Date); and (c) all outstanding “Revolving Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Revolving Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Revolving Loans and L/C Obligations outstanding on the Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swing Swingline Loans and Letters of Credit) to be made in accordance with the respective Revolving Credit Commitments of the Lenders from time to time party to this Agreement as provided herein. All references made to the Existing Credit Agreement in any Credit Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. This Agreement amends and restates the Existing Loan Credit Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution not intended to be or operate as a novation or an accord and exchange for, and not in satisfaction or novation of, of the obligations and other liabilities under the Existing Loan Agreement and the -112- Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereofindebtedness, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “the Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent any Guarantor evidenced or Lenders under or with respect to such continuing Default or Event of Defaultprovided for thereunder. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.[S IGNATURE PAGES TO FOLLOW ] -113-

Amendment and Restatement. Certain This Agreement amends and restates in its entirety the Original Credit Agreement. All rights, benefits, indebtedness, interest, liabilities and obligations of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are the parties to a Revolving Creditthe Original Credit Agreement are hereby amended, Guarantyrestated and superseded in their entirety according to the terms and provisions set forth herein. All “Obligations” under the Original Credit Agreement, including without limitation (a) the Debt outstanding under the Original Credit Agreement and Security Agreement dated as of October 20, 2010 the Loan Documents (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013defined in the Original Credit Agreement; together with the Original Credit Agreement, the “Existing Loan Agreement”Documents) with respect to a revolving credit facility and all accrued and unpaid interest thereon and (the “Existing Credit Facility”b) extended to such Borrowers. This Agreement amends all accrued and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities unpaid fees under the Existing Loan Documents, are hereby renewed by this Agreement and shall, from and after the Effective Date, be governed by this Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (other than such Existing Loan Documents that are being replaced as defined therein) prior to its execution hereof, agrees to be bound by of the terms hereof, Effective Date with such amended and by its execution of restated Loan Documents described in this Agreement). Effective as of the Effective Date, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All all references to the “Loan Agreement” or words of like import Agreement in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility other Loan Document shall be deemed to refer to this Agreement and all references to terms defined in the Loan Agreement shall refer to such terms as this Agreement may be further amended, restated, supplemented or extended. Nothing contained defined in this Agreement. The other Existing Loan Documents and the existing Liens and security interests in the Collateral granted in the Original Credit Agreement will be construed as waiving and such other Existing Loan Documents are hereby continued and remain in full force and effect. This Agreement shall not result in or constitute a waiver of any continuing Default or Event of Default under the Existing Loan Original Credit Agreement or will affect a release, discharge or impair forgiveness of any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except amount payable pursuant to the extent Original Credit Agreement, which such amounts are payable pursuant to the terms of this Agreement. Each Borrower hereby acknowledges, warrants, represents and agrees that this Agreement has amended the provisions is not intended to be, and shall not be deemed or construed to be, a novation or release of the Existing Loan Documents. All Schedules attached to the Original Credit Agreement are hereby replaced by the Schedules attached to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Defaultthis Agreement.

Amendment and Restatement. Certain This Agreement shall become effective on the Closing Date and shall supersede all provisions of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security the Existing Credit Agreement dated as of October 20such date. From and after the Closing Date, 2010 (a)(i) the commitments of those Lenders under the Existing Credit Agreement that are continuing as amended by Amendment No. 1 to Loan Lenders under this Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” under the Existing Credit FacilityAgreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) extended shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Closing Date (the “New Lenders”); (b) all outstanding “Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.13 of the Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Closing Date) on the Closing Date (and the Borrower and Canadian Borrowers, as applicable, shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.13 of the Existing Credit Agreement as if the outstanding Loans had been prepaid on the Closing Date); and (c) all outstanding “Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” and “Canadian Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Loans, Letters of Credit and Canadian Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Loans, L/C Obligations and Canadian L/C Obligations outstanding on the Closing Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Percentage of outstanding Loans and risk participation interests in outstanding L/C Obligations and Canadian L/C Obligations based on their Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swing Loans, Letters of Credit and Canadian Letters of Credit) to be made in accordance with the respective Commitments of the Lenders from time to time party to this Agreement as provided herein. All references made to the Existing Credit Agreement in any Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. This Agreement amends and restates the Existing Loan Credit Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution not intended to be or operate as a novation or an accord and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and of the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents indebtedness, obligations and liabilities of the Borrower, the Canadian Borrowers or any Guarantor evidenced or provided for thereunder. This Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. Student Transportation of America, Inc., as Borrower and Guarantor By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Chief Executive Officer Student Transportation of Canada Inc., as Canadian Borrower By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Chief Executive Officer Parkview Transit Inc., as Canadian Borrower By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Chief Executive Officer [Third Amended and Restated Credit Agreement] Student Transportation of America Holdings, Inc., as Guarantor Student Transportation of America ULC, as Guarantor Santa Xxxxxxx Transportation Corporation, as Guarantor STA of Connecticut, Inc., as Guarantor Goffstown Truck Center, Inc., as Guarantor Xxxx Bus Company, as Guarantor STA of Pennsylvania, Inc., as Guarantor Xxxxx Bus Service, Inc., as Guarantor Student Transportation of Vermont, Inc., as Guarantor STA of New York, Inc., as Guarantor Ledgemere Transportation, Inc., as Guarantor Positive Connections, Inc., as a Guarantor Altoona Student Transportation, Inc., as Guarantor Mid-City Transit Corporation, as Guarantor Middletown Transit Corp., as Guarantor Student Transportation of Florida, Inc., as Guarantor Jordan Transportation, Inc., as Guarantor Jordan Bus Service, Inc., as Guarantor Grand Island Transit Corporation, as Guarantor Ridge Road Express, Inc., as Guarantor Scholastic Transportation Management Services, Inc., as Guarantor By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Chief Executive Officer [Third Amended and Restated Credit Agreement] Xxxxxx X.X., as L/C Issuer and as Administrative Agent By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President [Third Amended and Restated Credit Agreement] BMO Xxxxxx Financing, Inc., as a U.S. Lender By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President [Third Amended and Restated Credit Agreement] CIBC Inc., as a U.S. Lender By /s/ Xxxx Xxxxx Name Xxxx Xxxxx Title Executive Director By /s/ Xxxxxxx X. Xxxxxxxx Name Xxxxxxx X. Xxxxxxxx Title Executive Director [Third Amended and Restated Credit Agreement] Bank of Montreal, as a Canadian Lender and Canadian L/C Issuer By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President [Third Amended and Restated Credit Agreement] Canadian Imperial Bank of Commerce, as a Canadian Lender By /s/ Xxxxx Xxxxxx Name Xxxxx Xxxxxx Title Director By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Managing Director [Third Amended and Restated Credit Agreement] Scotiabanc Inc., as a U.S. Lender By /s/ X.X. Xxxx Name X.X. Xxxx Title Managing Director [Third Amended and Restated Credit Agreement] The Bank of Nova Scotia, as a Canadian Lender By /s/ Xxxxxxx X. Xxxxx Name Xxxxxxx X. Xxxxx Title Director By /s/ Xxxxxx Xxxxx Name Xxxxxx Xxxxx Title Director [Third Amended and Restated Credit Agreement] Xxxxxxx Xxxxx Bank, FSB, as a U.S. Lender By /s/ Xxxxx Xxxxxxx Name Xxxxx Xxxxxxx Title Vice President [Third Amended and Restated Credit Agreement] Siemens Financial Services, Inc. By /s/ Xxxxxxx Xxxxx Name Xxxxxxx Xxxxx Title Managing Director By /s/ Xxxxxx Xxxxxxxxx Name Xxxxxx Xxxxxxxxx Title Vice President, Lending Operations [Third Amended and Restated Credit Agreement] Exhibit A Notice of Payment Request [Date] [Name of Lender] [Address] Attention: Reference is made to the Third Amended and Restated Credit Agreement, dated as of February 4, 2011, among Student Transportation of America, Inc., Student Transportation of Canada Inc., Parkview Transit, Inc., the Guarantors party thereto, the Lenders party thereto, and Xxxxxx X.X., as Administrative Agent (the “Credit Agreement”). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement. [The [Canadian] Borrower has failed to pay its [Canadian] Reimbursement Obligation in the amount of $___________. Your [Canadian] Revolver Percentage of the unpaid [Canadian] Reimbursement Obligation is $_____________] or [__________________________ has been required to return a payment by the [Canadian] Borrower of a [Canadian] Reimbursement Obligation in the amount of $______________. Your [Canadian] Revolver Percentage of the returned [Canadian] Reimbursement Obligation is $______________.] Very truly yours, as [Canadian] L/C Issuer By Name Title Exhibit B Notice of Borrowing Date: , ____ To: Xxxxxx X.X., as Administrative Agent for the Lenders parties to the Third Amended and Restated Credit Agreement dated as of February 4, 2011 (as defined therein) prior extended, renewed, amended or restated from time to its execution hereoftime, agrees the “Credit Agreement”), among Student Transportation of America, Inc., Student Transportation of Canada Inc., Parkview Transit, Inc., the Guarantors party thereto, certain Lenders which are signatories thereto, and Xxxxxx X.X., as Administrative Agent Ladies and Gentlemen: The undersigned, Student Transportation of America, Inc. (the “Borrower”), refers to be bound by the Credit Agreement, the terms hereofdefined therein being used herein as therein defined, and by its execution hereby gives you notice irrevocably, pursuant to Section 1.7 of this the Credit Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.Borrowing specified below:

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, entirety the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents First ARCA (as defined thereinamended) prior to its execution hereof, agrees to be bound by as of the terms hereof, Effective Date and by its execution upon the effectiveness of this Agreement, joins in the terms and assumes provisions of the obligations and other liabilities First ARCA (as amended) shall be superseded hereby. As of a “Borrower” hereunder and under the Other Documents. All Effective Date, all references to the “Loan Credit Agreement” (or words of like import similar meaning) contained in any document, instrument or agreement executed and the Loan Documents delivered in connection with the Existing Credit Facility First ARCA (as amended) shall, and shall be deemed to to, refer to this Agreement Agreement. Notwithstanding the amendment and restatement of the First ARCA (as amended) by this Agreement, the Obligations of the Original Credit Parties and the additional Guarantors outstanding under the First ARCA (as amended) as of the Effective Date shall remain outstanding and shall constitute continuing Obligations and shall continue as such under this Agreement may and shall not be further amendeddeemed to evidence or result in a novation or repayment and re-borrowing of such Obligations. (Signature pages follow) 108 AS WITNESS the hands of the duly authorized representatives of the parties hereto on the execution pages hereof as of the day and year first before written. FIRSTSERVICE CORPORATION, restatedas Canadian Borrower Per: Name: Title: FIRSTSERVICE (USA), supplemented INC., as U.S. Borrower Per: Name: Title: I have the authority to bind the Corporation FIRSTSERVICE CAM HOLDINGS, INC., as a Guarantor Per: Name: Title: I have the authority to bind the Corporation FIRSTSERVICE RESTORATION, INC., as a Guarantor Per: Name: Title: I have the authority to bind the Corporation FIRSTSERVICE RESIDENTIAL, INC., as a Guarantor Per: Name: Title: I have the authority to bind the Corporation Second Amended and Restated Credit Agreement – FirstService Corporation FIRSTSERVICE RESIDENTIAL FLORIDA, INC., as a Guarantor Per: Name: Title: I have the authority to bind the Corporation FSRM (NV), INC., as a Guarantor Per: Name: Title: I have the authority to bind the Corporation FIRSTSERVICE RESIDENTIAL, NEVADA, LLC, as a Guarantor Per: Name: Title: I have the authority to bind the LLC THE MERIT COMPANIES, LLC, as a Guarantor Per: Name: Title: I have the authority to bind the LLC FIRSTSERVICE RESIDENTIAL CALIFORNIA, LLC, as a Guarantor Per: Name: Title: I have the authority to bind the LLC Second Amended and Restated Credit Agreement – FirstService Corporation THE WENTWORTH GROUP, INC., as a Guarantor Per: Name: Title: I have the authority to bind the Corporation NYHC, INC., as a Guarantor Per: Name: Title: I have the authority to bind the Corporation FIRSTSERVICE RESIDENTIAL TEXAS, INC., as a Guarantor Per: Name: Title: I have the authority to bind the Corporation PLANNED COMPANIES HOLDING, INC., as a Guarantor Per: Name: Title: I have the authority to bind the Corporation Second Amended and Restated Credit Agreement – FirstService Corporation THE TORONTO-DOMINION BANK, as Canadian Administration Agent Per: Name: Title: TORONTO DOMINION (TEXAS) LLC, as U.S. Administration Agent Per: Name: Title: Second Amended and Restated Credit Agreement – FirstService Corporation EFFECTIVE DATE ISSUING BANK (U.S.) THE TORONTO-DOMINION BANK, NEW YORK BRANCH Per: Name: Tel: Fax: Email: Address: Second Amended and Restated Credit Agreement – FirstService Corporation EFFECTIVE DATE ISSUING BANK (CANADA) THE TORONTO-DOMINION BANK Per: Name: Tel: Fax: Email: Address: Per: Name: Tel: Fax: Email: Address: Second Amended and Restated Credit Agreement – FirstService Corporation EFFECTIVE DATE ISSUING BANK (U.S.) JPMORGAN CHASE BANK, N.A. Per: Name: Tel: Fax: Email: Address: Second Amended and Restated Credit Agreement – FirstService Corporation EFFECTIVE DATE ISSUING BANK (U.S.) BANK OF AMERICA, N.A. Per: Name: Tel: Fax: Email: Address: Second Amended and Restated Credit Agreement – FirstService Corporation CANADIAN LENDERS THE TORONTO-DOMINION BANK Per: Name: Title: Per: Name: Title: Address for Notice: TD Bank Tower 00 Xxxxxxxxxx Xx. Xxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attn: Loan Syndications-Agency Telecopier No.: Email: xxxx.xxxxxxxxxx@xxxxxxxxxxxx.xxx Second Amended and Restated Credit Agreement – FirstService Corporation CANADIAN LENDERS CONT’D JPMORGAN CHASE BANK, N.A., TORONTO BRANCH Per: Name: Title: Address for Notice: 00 Xxxxxxxxxx Xx. Xxxx Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Attn: Telecopier No.: Email: Second Amended and Restated Credit Agreement – FirstService Corporation CANADIAN LENDERS CONT’D BANK OF MONTREAL Per: Name: Title: Address for Notice: 100 King Street West, 5th Floor Toronto, Ontario M5X 1H3 Attn: Email: Second Amended and Restated Credit Agreement – FirstService Corporation CANADIAN LENDERS CONT’D HSBC BANK CANADA Per: Name: Title: Per: Name: Title: Address for Notice: 70 York Street, 4th Floor Toronto, Ontario M5J 1S9 Attn: Telecopier No.: Email: Second Amended and Restated Credit Agreement – FirstService Corporation CANADIAN LENDERS CONT’D THE BANK OF NOVA SCOTIA Per: Name: Title: Per: Name: Title: Address for Notice: 40 King St. W., 64th Floor Toronto, Ontario, M5W 2X6 Attn: Telecopier No.: Email: Second Amended and Restated Credit Agreement – FirstService Corporation CANADIAN LENDERS CONT’D BANK OF AMERICA, N.A., CANADA BRANCH Per: Name: Title: Address for Notice: 181 Bay Street Toronto, Ontario M5J 2V8 Attn: Telecopier No.: Email: Second Amended and Restated Credit Agreement – FirstService Corporation CANADIAN LENDERS CONT’D CANADIAN IMPERIAL BANK OF COMMERCE Per: Name: Title: Per: Name: Title: Address for Notice: 161 Bay Street, Floor 8 Toronto, Ontario M5J 2S8 Attn: Telecopier No.: Email: Second Amended and Restated Credit Agreement – FirstService Corporation CANADIAN LENDERS CONT’D NATIONAL BANK OF CANADA Per: Name: Title: Per: Name: Title: Address for Notice: The Exchange Tower 130 King Street West, Suite 3100 Toronto, Ontario M5X 1J9 Attn: Telecopier No.: Email: Second Amended and Restated Credit Agreement – FirstService Corporation CANADIAN LENDERS CONT’D U.S. BANK NATIONAL ASSOCIATION Per: Name: Title: Address for Notice: Suite 2300, 120 Adelaide Street West Toronto, Ontario M5H 1T1 Attn: Telecopier No.: and 4747 Executive Drive La Jolla, CA 92121 Attn: Email: Second Amended and Restated Credit Agreement – FirstService Corporation CANADIAN LENDERS CONT’D RAYMOND JAMES BANK Per: Name: Title: Address for Notice: Attn: Telecopier No.: Email: Second Amended and Restated Credit Agreement – FirstService Corporation U.S. LENDERS THE TORONTO-DOMINION BANK, NEW YORK BRANCH Per: Name: Title: Per: Name: Title: Address for Notice: TD Bank Tower, 9th Floor 66 Wellington St. W. Toronto, Ontario M5K 1A2 Attn: Loan Syndications-Agency Telecopier No.: Email: neda.heidarpour@tdsecurities.com Second Amended and Restated Credit Agreement – FirstService Corporation U.S. LENDERS CONT’D JPMORGAN CHASE BANK, N.A. Per: Name: Title: Address for Notice: 66 Wellington St. West Suite 4500 Toronto, Ontario M5K 1E7 Attn: Telecopier No.: Email: Second Amended and Restated Credit Agreement – FirstService Corporation U.S. LENDERS CONT’D BANK OF MONTREAL, CHICAGO BRANCH Per: Name: Title: Address for Notice: 100 King Street West, 5th Floor Toronto, Ontario M5X 1H3 Attn: Email: Second Amended and Restated Credit Agreement – FirstService Corporation U.S. LENDERS CONT’D HSBC BANK CANADA Per: Name: Title: Per: Name: Title: Address for Notice: 70 York Street, 4th Floor Toronto, Ontario M5J 1S9 Attn: Telecopier No.: Email: Second Amended and Restated Credit Agreement – FirstService Corporation U.S. LENDERS CONT’D THE BANK OF NOVA SCOTIA Per: Name: Title: Per: Name: Title: Address for Notice: 40 King St. W., 64th Floor Toronto, Ontario, M5W 2X6 Attn: Telecopier No.: Email: Second Amended and Restated Credit Agreement – FirstService Corporation U.S. LENDERS CONT’D BANK OF AMERICA, N.A., CANADA BRANCH Per: Name: Title: Address for Notice: 181 Bay Street Toronto, Ontario M5J 2V8 Attn: Telecopier No.: Email: Second Amended and Restated Credit Agreement – FirstService Corporation U.S. LENDERS CONT’D CANADIAN IMPERIAL BANK OF COMMERCE Per: Name: Title: Per: Name: Title: Address for Notice: 161 Bay Street, Floor 8 Toronto, Ontario M5J 2S8 Attn: Telecopier No.: Email: Second Amended and Restated Credit Agreement – FirstService Corporation U.S. LENDERS CONT’D NATIONAL BANK OF CANADA Per: Name: Title: Per: Name: Title: Address for Notice: The Exchange Tower 130 King Street West, Suite 3100 Toronto, Ontario M5X 1J9 Attn: Telecopier No.: Email: Second Amended and Restated Credit Agreement – FirstService Corporation U.S. LENDERS CONT’D U.S. BANK NATIONAL ASSOCIATION Per: Name: Title: Address for Notice: 4747 Executive Drive La Jolla, CA 92121 Attn: Telecopier No.: Email: Second Amended and Restated Credit Agreement – FirstService Corporation U.S. LENDERS CONT’D RAYMOND JAMES BANK Per: Name: Title: Address for Notice: Attn: Telecopier No.: Email: Second Amended and Restated Credit Agreement – FirstService Corporation SCHEDULE “A” TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 17, 2022, BY AND AMONG, AMONGST OTHERS, FIRSTSERVICE CORPORATION, AS CANADIAN BORROWER, FIRSTSERVICE (USA), INC., AS U.S. BORROWER, THE SUBSIDIARIES NAMED ON THE EXECUTION PAGES THEREOF, AS GUARANTORS, THE BANKS NAMED ON THE EXECUTION PAGES THEREOF, AS LENDERS, TD SECURITIES, AS SOLE LEAD ARRANGER AND SOLE BOOKRUNNER, THE TORONTO-DOMINION BANK, AS CANADIAN ADMINISTRATION AGENT, AND TORONTO DOMINION (TEXAS) LLC, AS U.S. ADMINISTRATION AGENT. LIST OF UNRESTRICTED ENTITIES NIL SCHEDULE “B” TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 17, 2022, BY AND AMONG, AMONGST OTHERS, FIRSTSERVICE CORPORATION, AS CANADIAN BORROWER, FIRSTSERVICE (USA), INC., AS U.S. BORROWER, THE SUBSIDIARIES NAMED ON THE EXECUTION PAGES THEREOF, AS GUARANTORS, THE BANKS NAMED ON THE EXECUTION PAGES THEREOF, AS LENDERS, TD SECURITIES, AS SOLE LEAD ARRANGER AND SOLE BOOKRUNNER, THE TORONTO-DOMINION BANK, AS CANADIAN ADMINISTRATION AGENT, AND TORONTO DOMINION (TEXAS) LLC, AS U.S. ADMINISTRATION AGENT. FORM OF REPAYMENT NOTICE TO: THE TORONTO-DOMINION BANK, as Canadian Administration Agent or extendedTORONTO DOMINION (TEXAS) LLC, as U.S. Administration Agent FROM: FIRSTSERVICE CORPORATION or FIRSTSERVICE (USA), INC. Nothing contained DATE: l 1 This Repayment Notice is delivered to you pursuant to Section [2.2] [6.1] of the Second Amended and Restated Credit Agreement (as in effect on the date hereof, the “Credit Agreement”) dated as of February 17, 2022. All capitalized terms used in this Agreement will be construed as waiving any continuing Default or Event of Default under Drawdown Notice shall have the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain respective meanings set forth in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of DefaultCredit Agreement.

Amendment and Restatement. Certain The terms and provisions of Borrowersthe Existing Agreement shall be amended and restated in their entirety by the terms and provisions of this Agreement. 75 Schedule 1-A – Representations and Warranties Regarding the Assets Schedule 1-B – Representations and Warranties Regarding the Assets Consisting of Participation Certificates Schedule 1-C – Representations and Warranties with respect to Underlying Spread Transactions Schedule 2 – Eligible Securitization Transactions and Servicing Contracts Schedule 3 – Responsible Officers of Seller and Guarantor Exhibit A – Reserved. Exhibit B-1 – Form of Power of Attorney (Buyer) Exhibit B-2 – Form of Power of Attorney (SPS) Exhibit C – Form of Transaction Notice Exhibit D – Existing Indebtedness Exhibit E – Reserved Exhibit F – Form of Request for Approval of Eligible Securitization or Servicing Contract MASTER REPURCHASE AGREEMENT This Master Repurchase Agreement (as the same may be amended, PNCmodified, restated or supplemented from time to time, this “Agreement”) is made as of November 10, 2015 among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Agent and Lenderbuyer (the “Buyer”), and U.S. Bank National AssociationPENNYMAC LOAN SERVICES, LLC, as Lenderseller (the “Seller”) and PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, are parties to a Revolving CreditLLC, Guarantyas guarantor (the “Guarantor”) and restructures, amends and restates that certain Third Amended and Restated Loan and Security Agreement Agreement, among Buyer, Seller and Guarantor, dated as of October 20March 27, 2010 (2015, as amended by Amendment No. 1 to Third Amended and Restated Loan Agreement effective Security Agreement, dated as of May 9June 5, 2013 and by a Joinder and 2015, Amendment No. 2 to Third Amended and Restated Loan Documents effective Security Agreement, dated as of December 13July 27, 20132015 and Amendment No. 3 to Third Amended and Restated Loan Security Agreement, dated as of August 26, 2015 (collectively, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default).

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013The Borrower, the “Existing Loan Agreement”Banks and the Administrative Agent agree that, upon (i) with respect to a revolving credit facility the execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the “aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Credit Facility”) extended to such BorrowersAgreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement amends is not intended to and restates shall not constitute a novation, payment and reborrowing or termination of the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities Obligations under the Existing Credit Facility are continuing obligations Agreement and the other Credit Documents as in effect prior to the date hereof or the Indebtedness created thereunder. The commitment of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not each Bank that is a party to the Existing Loan Credit Agreement or shall, on the Other Documents date hereof, automatically be deemed amended and the only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Credit Documents” (as defined thereinin the Existing Credit Agreement) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Credit Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing “Credit Facility Documents” shall be deemed to refer to this Agreement as this Agreement may be further amendedand the Credit Documents, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default (b) all obligations constituting “Obligations” under the Existing Loan Credit Agreement with any Bank or will affect or impair any right, power, or remedy Affiliate of Agent or Lenders any Bank which are outstanding on the date hereof shall continue as Obligations under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended and the provisions other Credit Documents and (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Bank’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, Letters of Credit, interest and fees due and payable to a Bank hereunder reflect such Bank’s Commitments on the date hereof, and the Borrower hereby agrees to compensate each Bank for any and all losses, costs and expenses incurred by such Bank in connection with the sale and assignment of any Eurodollar Loan Agreement to delete on the term of terms and in the Existing Loan Agreement which was the basis for such continuing Default or Event of Defaultmanner set forth in Section 2.11 hereof.

Amendment and Restatement. Certain of The Company, the Foreign Subsidiary Borrowers, PNCthe Lenders and the Administrative Agent agree that, as Agent upon (i) the execution and Lender, delivery of this Agreement by each of the parties hereto and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as (ii) satisfaction (or waiver by the aforementioned parties) of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013the conditions precedent set forth in Section 5.1, the “Existing Loan Agreement”) with respect to a revolving credit facility (terms and provisions of the “Existing Credit Facility”) extended to such BorrowersAgreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement amends is not intended to and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part shall not constitute a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and of the Existing Credit FacilityAgreement or the Indebtedness created thereunder. The obligations commitments to extend credit of each Lender that is a party to the Existing Credit Agreement shall, on the Closing Date, automatically be deemed amended and other liabilities the only commitments to extend credit shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and letters of credit incurred under the Existing Credit Facility Agreement which are continuing obligations outstanding on the Closing Date shall continue as Loans and Letters of such Borrowers Credit under (and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations governed by the terms of) this Agreement and the other liabilities paidLoan Documents, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to (b) all references in the Existing “Loan Agreement or the Other Documents Documents” (as defined thereinin the Existing Credit Agreement) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Administrative Agent”, the “Credit Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement as this Agreement may be further amendedand the Loan Documents, restatedrespectively, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) any promissory note issued under the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the promissory notes (if any) issued to such Lender under this Agreement, (e) any obligations under the “Fee Letters” (as defined in the Existing Credit Agreement) shall be of no further force and effect and such Fee Letters are hereby terminated, and (f) the Administrative Agent shall make such reallocations, sales, assignments or will affect or impair other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Loan Obligations are equal to its Pro Rata Share of the aggregate Revolving Loan Obligations on the Closing Date and the Borrowers hereby agree to compensate each Lender for reasonable and documented costs and out-of-pocket expenses incurred by such Lender in connection with the sale and assignment of any right, powerEurocurrency Rate Loans on the terms and in the manner set forth in Section 4.4 hereof. Each Lender hereby confirms the Administrative Agent’s authority to enter into such additional reaffirmations of, or remedy any amendments to, amendments and restatements of, or other modifications to, the other existing Loan Documents as the Administrative Agent shall approve in its sole discretion, in connection with the amendment and restatement of Agent the Existing Credit Agreement so long as such amendments, restatements or other modifications do not contain any material modifications adverse to the Lenders (and, for the avoidance of doubt, such modifications may include the addition or removal of Loan Parties and other changes that are otherwise permitted by the Administrative Agent’s authority under or with respect to such continuing Default existing Loan Documents or Event of Default. Any such continuing Default or Event of Default shall remain are consistent with changes in effect except to the extent provisions included in this Agreement has amended as compared to the provisions of the Existing Loan Agreement to delete the term Credit Agreement). The remainder of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.this page is intentionally blank. 

Amendment and Restatement. Certain In order to facilitate this amendment and restatement and otherwise to effectuate the desires of Borrowersthe Borrower, PNCthe Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.18, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as Agent and Lenderthe “Prior Loan Documents”), and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (i) all Obligations (as amended by Amendment No. 1 to Loan defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to other Prior Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit FacilityObligations”) extended shall continue as Obligations hereunder to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As suchextent not repaid on or before the Closing Date, (ii) each of this Agreement represents and the Notes and any other Loan Document (as defined herein) that is amended and restated in part connection with this Agreement is given as a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation as a payment of, the obligations indebtedness, liabilities and other liabilities under Existing Obligations of the Existing Borrower and each Loan Agreement and the Existing Credit Facility. The obligations and other liabilities Party under the Existing Credit Facility are continuing obligations Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such Borrowers and are hereby acknowledged and ratified by documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such BorrowersLoans, and nothing herein the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be construed as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to deem be made in such obligations amounts by and between the Lenders and from each Lender to each other liabilities paidLender, or to release or terminate any Lien given to secure with the same force and effect as if such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents assignments were evidenced by applicable Assignments and Assumptions (as defined thereinin the Existing Credit Agreement) prior under the Existing Credit Agreement. Notwithstanding anything to its execution hereof, agrees to be bound by the terms hereof, and by its execution contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, joins in no other documents or instruments, including any Assignment and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any documentAssumption, instrument or agreement shall be executed and delivered in connection with the Existing Credit Facility these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to refer to this Agreement be made with all applicable representations, warranties and covenants as this Agreement may be further amendedif evidenced by an Assignment and Assumption. On the Closing Date, restated, supplemented or extended. Nothing contained the Lenders shall make all necessary cash settlement in this Agreement will be construed as waiving any continuing Default or Event of Default full with each other Lender (and with the Existing Lenders under the Existing Loan Credit Agreement whose Commitments thereunder are being terminated), either directly or will affect through the Administrative Agent, as the Administrative Agent may direct or impair any rightapprove, power, or remedy of Agent or Lenders under or with respect to all assignments, reallocations and other changes in the Commitments (as such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain term is defined in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement Credit Agreement) such that after giving effect to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Defaultsettlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Prepetition Credit Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, The Borrower hereby agrees that (a) the obligations and other liabilities Debt outstanding under the Existing Loan Prepetition Credit Agreement and the Loan Documents (as defined in the Prepetition Credit Agreement; together with the Prepetition Credit Agreement, the “Existing Credit Facility. The obligations Documents”) and other liabilities all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Facility are continuing obligations of such Borrowers Documents, shall be deemed to be outstanding under and are governed by this Agreement. The Borrower hereby acknowledged acknowledges, warrants, represents and ratified by such Borrowersagrees that this Agreement is not intended to be, and nothing herein shall not be deemed or construed to deem such obligations be, a novation or release of the Existing Credit Documents. Each Lender which is a Lender under the Existing Credit Documents hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the loans thereunder, ratable reductions of the commitments of Lenders under the Existing Credit Documents and other liabilities paid, ratable payments on account of the principal or to release or terminate interest of any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party loan under the Existing Credit Documents to the Existing Loan Agreement extent that any such prepayment, reductions or payments are required to ensure that, upon the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution effectiveness of this Agreement, joins the loans of the Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. Each Lender hereby authorizes the Administrative Agent and assumes the obligations and other liabilities Borrower to request Borrowings from Lenders, to make prepayment of a “Borrower” hereunder and the loans under the Other DocumentsExisting Credit Documents and to reduce the commitments under the Existing Credit Documents among Lenders in order to ensure that, upon the effectiveness of this Agreement, the loans of Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. All references The parties hereto confirm, ratify and reaffirm each of the Existing Credit Documents entered into prior to the “Loan Closing Date (but excluding the Prepetition Credit Agreement” or words of like import ) and agree that such Existing Credit Documents continue to be legal, valid, binding and enforceable in any documentaccordance with their terms (except to the extent, instrument or agreement executed amended, restated and delivered superseded in connection with the transactions contemplated hereby). The Borrower hereby represents and warrants that, as of the Closing Date, there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of any Guarantor) under the Prepetition Credit Agreement or any other Existing Credit Facility shall be deemed to refer to Documents. The parties hereto have caused this Agreement to be duly executed as this Agreement may be further amendedof the day and year first above written. XXXXXXXX RESOURCES AMERICA INC., restatedas Borrower By: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: Chief Executive Officer XXXXXXXX RESOURCES US INC., supplemented or extendedas Parent By: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: Chief Executive Officer ALBANY SERVICES, L.L.C. AMADEUS PETROLEUM INC. Nothing contained in this Agreement will be construed T-N-T ENGINEERING, INC. XXXXXXXX RESOURCES INTERMEDIATE INC. LNR AMERICA INC., as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except Guarantors By: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: President Signature Page to the extent this Amended and Restated Credit Agreement has amended EAGLEFORD GAS, LLC EAGLEFORD GAS 2, LLC EAGLEFORD GAS 3, LLC EAGLEFORD GAS 4, LLC EAGLEFORD GAS 5, LLC EAGLEFORD GAS 6, LLC EAGLEFORD GAS 7, LLC EAGLEFORD GAS 8, LLC EAGLEFORD GAS 10, LLC LA SALLE EAGLE FORD GATHERING LINE LLC XXXXXXXX BR DISPOSAL LLC XXXXXXXX OPERATING, LLC XXXXXXXX RESOURCES, INC. POPLAR ENERGY, LLC as Guarantors By: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: Chief Executive Officer EAGLEFORD GAS 11, LLC By: XXXXXXXX RESOURCES, INC., its sole member By: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: Chief Executive Officer Signature Page to the provisions of Amended and Restated Credit Agreement ADMINISTRATIVE AGENT: CITIBANK, N.A. By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Senior Vice President LENDER: CITIBANK, N.A. By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Senior Vice President SOLE LEAD ARRANGER: CITIBANK, N.A. By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Senior Vice President LENDER: ABN AMRO CAPITAL USA LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Signature Page to the Existing Loan Amended and Restated Credit Agreement LENDER: BARCLAYS BANK PLC By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director Signature Page to delete the term of Amended and Restated Credit Agreement LENDER: COMERICA BANK By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President Signature Page to the Existing Loan Amended and Restated Credit Agreement which was LENDER: FIFTH THIRD BANK, NATIONAL ASSOCIATION By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Signature Page to the basis for such continuing Default or Event of Default.Amended and Restated Credit Agreement LENDER: IBERIABANK, A DIVISION OF FIRST HORIZON By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President Signature Page to the Amended and Restated Credit Agreement LENDER: JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Officer Signature Page to the Amended and Restated Credit Agreement LENDER: OCM ENGY HOLDINGS, LLC By: Oaktree Fund GP, LLC Its: Manager By: Oaktree Fund GP I, L.P. Its: Managing Member By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory By: /s/ Jordan Mikes Name: Jordan Mikes Title: Authorized Signatory Signature Page to the Amended and Restated Credit Agreement LENDER: TRUIST BANK By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President

Amendment and Restatement. Certain of BorrowersThe undersigned Xxxxxxx, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to the extent a party to the Existing Revolving Credit, Guaranty, and Security Credit Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit FacilityLenders”) extended to such Borrowers. This Agreement amends ), agree and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered acknowledge that in connection with the amendment and restatement of the Existing Revolving Credit Facility Agreement pursuant hereto, the Borrower, the Administrative Agent and the Existing Lenders shall make adjustments to (i) the outstanding principal amount of “Revolving Loans” (as defined in the Existing Revolving Credit Agreement), but not any interest accrued thereon prior to the Effective Date or any accrued facility fees under the Existing Revolving Credit Agreement prior to the Effective Date, including the borrowing of such additional “Revolving Loans” (which may include “SOFR Loans”, as defined in the Existing Revolving Credit Agreement) and the repayment of “Revolving Loans” thereunder (which may include the prepayment or conversion of “SOFR Loans” thereunder) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Loans by each Lender in the amount of its new Applicable Percentage of all Revolving Loans as of the Effective Date, and (ii) participations in any outstanding “Letters of Credit” (as defined in the Existing Revolving Credit Agreement) issued under the Existing Revolving Credit Agreement, including the Letter of Credit listed on Schedule III attached hereto (the “Existing Letters of Credit”) to provide for each Lender’s participation in such Existing Letters of Credit equal to such Lender’s new Applicable Percentage of the aggregate amount available to be drawn under each such Existing Letter of Credit as of the Effective Date. In connection with the foregoing (a) each Existing Lender shall be deemed to refer to this Agreement have made an assignment of its outstanding “Revolving Loans” and “Commitments” (as this Agreement may be further amended, restated, supplemented or extended. Nothing contained defined in this Agreement will be construed as waiving any continuing Default or Event of Default the Existing Revolving Credit Agreement) under the Existing Loan Agreement or will affect or impair any rightRevolving Credit Agreement, power, or remedy and assumed outstanding Revolving Loans and Commitments of Agent or other Existing Lenders under or the Existing Revolving Credit Agreement, all at the request of the Borrower, as may be necessary to effect the foregoing, and each Existing Lender hereby waives any right to any reimbursement under Section 2.21 hereof with respect thereto, and (b) each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder as of the Effective Date for all purposes hereof. Each of the undersigned Existing Lenders, waives any requirement under the Existing Revolving Credit Agreement that notice with respect to any such continuing Default borrowing, prepayment or Event of Default. Any such continuing Default or Event of Default shall remain other transaction described in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of DefaultSection 10.16 be given.

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013On the Restatement Date, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Repurchase Agreement amends shall be amended and restates the Existing Loan Agreement restated in its entirety. As such, entirety by this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party (a) all references to the Existing Loan Repurchase Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references to the “Loan Agreement” or words of like import in any documentTransaction Document other than this Agreement (including in any amendment, instrument waiver or agreement executed and delivered in connection with the Existing Credit Facility consent) shall be deemed to refer to the Existing Repurchase Agreement as amended and restated hereby, (b) all references to any section (or subsection) of the Existing Repurchase Agreement in any Transaction Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement and (c) except as the context otherwise provides, all references to this Agreement may in the Existing Repurchase Agreement (including for purposes of indemnification and reimbursement of fees) shall be further amendeddeemed to be references to the Existing Repurchase Agreement as amended and restated hereby. This Agreement is not intended to constitute, restatedand does not constitute, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event a novation of Default the obligations and liabilities under the Existing Loan Repurchase Agreement (including the “Repurchase Obligations” under and as defined therein) or will affect to evidence payment of all or impair any rightportion of such obligations and liabilities. On and after the Restatement Date, power(a) the Existing Repurchase Agreement shall be of no further force and effect except as amended and restated hereby and except to evidence (i) the incurrence by Seller of the “Repurchase Obligations” under and as defined therein (whether or not any of such “Repurchase Obligations” is contingent as of the Restatement Date), or remedy of Agent or Lenders under or (ii) the representations and warranties made thereunder by Seller prior to the Restatement Date (other than the Citi Asset Representations made by Seller therein with respect to such continuing Default the Initial Transaction Asset) and (iii) any action or Event omission performed or required to be performed pursuant to the Existing Repurchase Agreement prior to the Restatement Date (including any failure, prior to the Restatement Date, to comply with the covenants contained in the Existing Repurchase Agreement) and (b) the terms and conditions of Defaultthis Agreement and rights and remedies under the Transaction Documents, shall apply to all Repurchase Obligations incurred under the Existing Repurchase Agreement. Any such continuing Default or Event of Default Until the Restatement Date, the Existing Repurchase Agreement shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Defaultfull force and effect, in accordance with its terms.

Amendment and Restatement. Certain of BorrowersThe parties hereto agree that, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013on the Closing Date, the “Existing Loan Agreement”following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations and other liabilities under the Existing Credit Facility are Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations of such Borrowers under the Existing Credit Agreement, shall remain in full force and effect with respect to the Obligations and are hereby acknowledged reaffirmed; and ratified by such Borrowers(d) the security interests and Liens in favor of Cadence Bank, and nothing herein shall be construed to deem such as administrative agent for the benefit of the holders of the obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to under the Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Credit Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and created under the Other Documents. All references to the “Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered collateral documents entered into in connection with the Existing Credit Facility Agreement shall be deemed remain in full force and effect with respect to refer to this Agreement as this Agreement may be further amendedthe Obligations and are hereby reaffirmed. On the Closing Date, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving (i) the Loan Parties shall prepay any continuing Default or Event of Default loans outstanding under the Existing Loan Credit Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent necessary to keep the outstanding Loans ratable with the revised Commitments as of the Closing Date, and (ii) the credit extensions and commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Commitments of the Lenders shall be as set forth on Schedule 1.01(b). The parties hereto further acknowledge and agree that this Agreement has amended constitutes an amendment to the provisions Existing Credit Agreement made under and in accordance with the terms of Section 11.01 of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.Credit Agreement. 118 119

Amendment and Restatement. Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, entirety the 2018 Credit Agreement; and is issued in substitution and exchange for, and not in satisfaction or novation ofthe Loan Parties confirm that the 2018 Credit Agreement, the obligations and other liabilities under the Existing Loan Agreement Documents and the Existing Collateral for the Obligations thereunder (as all such capitalized terms are defined in the 2018 Credit Facility. The obligations Agreement) have at all times, since the date of the execution and other liabilities under the Existing Credit Facility are continuing obligations delivery of such Borrowers documents, remained in full force and are hereby acknowledged effect and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given continued to secure such indebtedness obligations which are continued as the Obligations hereunder as amended hereby; and all such Collateral (as defined in the 2018 Credit Agreement) shall continue to secure the Obligations hereunder. The Loans hereunder are a continuation of the Loans under (and as such terms are defined in) the 2018 Credit Agreement. The Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that the amendment and restatement of the 2018 Credit Agreement by this Agreement is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or any guaranty thereof. In addition, any Borrower which was not party to termination of the Existing Loan Agreement or the Other Documents (as defined in the 2018 Credit Agreement) or the obligations, loans, liabilities, or indebtedness under the 2018 Credit Agreement and the other Loan Documents (as such term is defined therein) prior thereunder or the collateral security therefor and this Agreement and the other Loan Documents are entitled to its execution hereof, agrees to be bound by the terms hereof, all rights and by its execution of this Agreement, joins in and assumes the obligations and other liabilities of a “Borrower” hereunder and under the Other Documents. All references benefits originally pertaining to the “2018 Credit Agreement and the other Loan Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Facility shall be deemed to refer to this Agreement Documents (as this Agreement may be further amended, restated, supplemented or extendedsuch term is defined therein). Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.[Signature Pages Intentionally Omitted] SCHEDULES TO AMENDED AND RESTATED CREDIT AGREEMENT [See attached] Exhibit 1.1(G)(1) Guarantor Joinder [See attached] Exhibit 8.3.3 Quarterly Compliance Certificate [See attached]