Common use of Conditions of Effectiveness Clause in Contracts

Conditions of Effectiveness. This Amendment shall become effective as of the date (the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived): (a) The Revolving Facility Administrative Agent shall have received counterparts of this Amendment executed by the Borrowers, the Revolving Facility Lenders and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”); (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents).

Conditions of Effectiveness. This Amendment Agreement shall become effective as of the first date (the “Seventh Third Amendment Effective Date”) on which that all of the following conditions precedent shall have been satisfied satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or waived):telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agent: (a) The Revolving Facility Administrative Agent shall have received counterparts of this Amendment Agreement, in such number as requested by the Administrative Agent, duly executed by the BorrowersBorrower, the Revolving Facility Guarantors, the Administrative Agent and Lenders and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”);constituting Required Lenders. (b) After giving effect such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Agreement and the transactions contemplated hereby, the representations and warranties set forth in Article 5 other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of the Credit Agreement Borrower to the effect that (as amended by this Amendmenti) are true the conditions specified in Sections 2.2 and correct 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in all material respects each case dated as of (or prior to) the Seventh Third Amendment Effective Date, with to each of the same effect following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and have been correct in all material respects as of such earlier other date) . 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and immediately the Lenders prior to the Third 2.4 The Administrative Agent and after giving effect each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the Seventh extent requested at least five Business Days prior to the Third Amendment Effective Date, no Default . 2.5 Any fees owed to any Lender or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees Arranger required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Third Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)been paid.

Conditions of Effectiveness. This The effectiveness of this Amendment shall become effective as (including the amendments contained in Section 1 and agreements contained in Section 2) are subject to the satisfaction (or waiver) of the date following conditions (the date of satisfaction of such conditions being referred to herein as the “Seventh First Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived): (a) The Revolving Facility Administrative Agent This Amendment shall have received counterparts of this Amendment been duly executed by the Borrowers, Holdings, the Revolving Facility Lenders Subsidiary Guarantors and the Increasing Administrative Agent (which may include a copy transmitted by facsimile or other electronic method), and delivered to the Administrative Agent, and the Lenders on, or under the Credit Agreement consisting of Lenders holding more than 50% of the aggregate outstanding principal amount of the Initial Term Loans immediately prior to, 3:00 p.m., New York City time on April 17, 2015 (to the “Consent Deadline”);First Amendment Effective Date. (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing[Reserved]; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate signed by a Responsible Officer of the secretary or an assistant secretary of Top Borrower as to the Administrative Borrower confirming compliance with the conditions precedent matters set forth in clause paragraphs (bf) and (g) of this Section 53; (d) The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the First Amendment Effective Date and executed by a secretary, assistant secretary or other Responsible Officer thereof, which shall (A) certify that either (x) (i) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party certified by the relevant authority of its jurisdiction of organization and that such certificate or articles of incorporation, formation or organization of such Loan Party attached thereto have not been amended, repealed, modified or restated (except as attached thereto) since the date reflected thereon or (ii) the certificate or articles of incorporation, formation or organization of such Loan Party delivered on the Closing Date to the Administrative Agent have not been amended, repealed, modified or restated and are in full force and effect, (y) (i) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, together with all amendments thereto as of the Closing Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect or (ii) the by-laws or operating, management, partnership or similar agreement of such Loan Party, together with all amendments thereto delivered on the Closing Date have not been amended, repealed, modified or restated and are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member or other applicable governing body authorizing the execution and delivery of this Amendment and any related Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of such Loan Party authorized to sign this Amendment or any of such other Loan Documents to which such Loan Party is a party on the Closing Date and (ii) a good standing (or equivalent) certificate as of a recent date for such Loan Party from the relevant authority of its jurisdiction of organization. (e) The Administrative Agent shall have received a certificate as of a recent date of the good standing of each of the Loan Parties under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction; (f) No Default or Event of Default has occurred and is continuing both before and immediately after giving effect to the transactions contemplated hereby; (g) The representations and warranties of the Borrowers shall have paid all and each of the Guarantors set forth in Section 4 of this Amendment are true and correct; (h) All fees and expenses required to be paid hereunder or pursuant to any fee letter among the Top Borrower and any Repricing Arranger (as defined below) and that certain engagement letter dated as of May 14, 2015 (the “Engagement Letter”), by and among the Top Borrower and the Repricing Arrangers shall have been paid in full in cash or will be paid to in full in cash on the Revolving Facility Lenders on or before the Seventh First Amendment Effective Date (Date, including, without limitation, all reasonable and documented out-of-pocket expenses incurred by the Amendment Fees Repricing Arrangers, the Administrative Agent and their respective Affiliates in connection with the Upfront Fees); andexecution and delivery of this Amendment. (hi) The Replacement Lender shall have executed and delivered the Master Assignment contemplated by Section 2 above and all conditions to the consummation of the assignments in accordance with Section 2 above shall have been satisfied and such assignments shall have been consummated. (j) The Borrowers shall have have, substantially concurrently with the effectiveness of this Amendment, paid to each Non-Consenting Term Lender all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented feesaccrued interest, disbursements fees and other charges of Shearman & Sterling LLP as counsel amounts payable to such Non-Consenting Term Lender under any Loan Document with respect to the Administrative AgentsTerm Loans assigned by such Non-Consenting Term Lender under Section 2(c) above (other than principal and all other amounts paid to such Non-Consenting Term Lender under Section 2 above), if any, then due and owing to such Non-Consenting Term Lender under the Credit Agreement and the other Loan Documents (immediately prior to the effectiveness of this Amendment).

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written when, and only when, on or before December 31, 2004 (the “Seventh Amendment "Effective Date”) on which "), the following conditions shall have been satisfied (or waived): (a) The Revolving Facility Administrative Agent shall have received received: (i) counterparts of this Amendment executed by the Borrowers, the Revolving Facility Lenders Borrower and the Increasing Lenders onRequired Banks or, or prior toas to any of the Banks, 3:00 p.m., New York City time on April 17, 2015 (advice satisfactory to the “Consent Deadline”)Administrative Agent that such Bank has executed this Amendment; and counterparts of the Master Agreement executed by the parties thereto; (bii) After giving effect (a) an opinion of Peter Beshar, Esq., General Counsel of the Borrower, substan▇▇▇▇▇▇ ▇▇ ▇▇e form of Exhibit A-1 hereto, and covering such additional matters relating to this Amendment and the transactions contemplated herebyhereby as the Required Banks may reasonably request; (b) an opinion of Frank McNamara, Esq., General Counsel of Putnam Investments ▇▇▇▇▇, ▇▇▇▇▇▇▇tially in the representations form of Exhib▇▇ ▇-▇ hereto, and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of covering such date, except additional matters relating to the extent such representations transactions contemplated hereby as the Required Banks may reasonably request; and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal an opinion of Davis Polk & Wardwell, special counsel for the Borrower, in ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPm of Exhibit A-3, counsel to the Borrower Parties, addressed to the Lender Group and reasonably hereto; (iii) evidence satisfactory to the Revolving Facility Administrative AgentAgent that the Commitments under (and as defined in) the (i) Credit Agreement [364 Day] dated as of July 7, 2004 (as amended, supplemented or otherwise modified) among the Borrower, the banks and other financial institutions party thereto and Bank of America, N.A., as administrative agent, and (ii) the Credit Agreement [364 Day] dated as of June 9, 2004 (as amended, supplemented or otherwise modified) among the Borrower, the banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank), as administrative agent, have been terminated and the loans thereunder have been (together will all interest and related fees) paid in cash in full; (eiv) The Revolving Facility evidence satisfactory to the Administrative Agent shall that (a) the amendment to the Other Revolving Credit Agreement, (b) the Term Loan Agreement and (c) the Master Agreement have receivedeach become effective; (v) the following corporate documents of each of the Borrower and each Guarantor listed in clause (a) of the definition thereof, with respect to each Borrower Party, certified as indicated below: (A) a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions certificate of incorporation, as amended and in effect, certified as of a recent date by the Secretary of State of its jurisdiction of incorporation, and a certificate from such Secretary of State dated as of a recent date as to the good standing of and charter documents filed by each of the Loan Parties; (B) a certificate of the Secretary or an Assistant Secretary of each such Loan Party, dated the Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Person (or its general partner, members or managerLoan Party, as applicablein effect on the Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors authorizing the execution, delivery and performance of this Amendment and the other Loan Documents, and such other documents to which such Loan Party is or is intended to be a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the charter of such Loan Party has not been amended since the date of the certification thereto furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Amendment (in the case of the Borrower) and each of the other documents to which such Loan Party is intended to be a party and each other document to be delivered by such Person of this Amendment; Loan Party from time to time in connection herewith or therewith (f) The Revolving Facility and the Administrative Agent shall have received a and each Bank may conclusively rely on each such certificate of until it receives notice in writing from the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Feesapplicable Loan Party); and (hC) The Borrowers shall have paid all reasonable a certificate of another officer of each such Loan Party as to the incumbency and documented costs and expenses specimen signature of the Revolving Facility Secretary or Assistant Secretary, as the case may be; (vi) a certificate of a senior officer of the Borrower, dated the Effective Date, to the effect set forth in Sections 3.2(d) and (e) of the Credit Agreement as amended hereby; (vii) a Subsidiary Guaranty duly executed by each Guarantor listed in clause (a) of the definition thereof; and (viii) such other documents as the Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as or any Bank or special counsel to the Administrative Agents)Agent may reasonably request.

Conditions of Effectiveness. This Amendment shall not become effective until each of the following has been satisfied: 3.1 Bank One, NA, as a Bank (in such capacity “Bank One”) and in its capacity as Agent, Fifth Third Bank (“Fifth Third”), as a Bank, shall have each entered into an Assignment Agreement in the form prescribed by the Credit Agreement, pursuant to the terms of which Bank One shall have assigned to Fifth Third an amount equal to 40% of Bank One’s Commitment under the Credit Agreement as of the date (hereof, and the “Seventh Loan Parties shall have provided any required consent and acknowledgment with respect thereto. 3.2 This Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived): (a) The Revolving Facility Administrative Agent shall have received counterparts of this Amendment executed by the BorrowersLoan Parties, the Revolving Facility Lenders Agent, and the Increasing Lenders onBanks. 3.3 The Loan Parties shall furnish to the Agent certified copies of the resolutions of the Board of Directors or the members, as the case may be, of the Loan Parties approving this Amendment, and of all documents evidencing other necessary corporate or company action, as the case may be, and governmental approvals, if any, with respect to this Amendment. 3.4 The Loan Parties shall furnish to the Agent such other approvals, opinions, or prior to, 3:00 p.m., New York City time on April 17, 2015 (documents as the “Consent Deadline”);Agent may reasonably request. (b) After giving effect 3.5 The Loan Parties shall furnish to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 Agent executed originals of the Credit Agreement Amended and Restated Revolving Notes described in Section 1.6 hereof. 3.6 The Loan Parties shall furnish to the Agent executed originals of the Amended and Restated Term Notes described in Section 1.7 hereof. 3.7 The Loan Parties shall have entered into such amendments of the Subordination Agreements as shall be acceptable to the Agent so as to provide that (i) the stated maturity date of all Subordinated Debt shall occur not earlier than the Termination Date (as amended by this Amendmenthereby), and (ii) are true and correct except as otherwise provided in all material respects the Subordination Agreements as of the Seventh Amendment Effective Date, with the same effect as though made on and as date of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, no holder of Subordinated Debt is entitled to receive any regularly scheduled payments of principal, interest or dividends or any other amount due with respect to the Commitment Increase pursuant Subordinated Debt prior to Section 2 and any transaction consummated in connection therewiththe stated maturity of such Subordinated Debt, provided, however, that payment of interest with respect to the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Subordinated Debt and the Replacement Notes may be made quarterly (on a calendar basis) in arrears commencing as of September 30, 2004 and continuing quarterly (on a calendar basis) thereafter, provided that the Fixed Charge Coverage Ratio as of the date of each such interest payment, beginning September 30, 2004, shall as of the date of such payment, be not less than 1.75 to 1, such ratio to be determined in each case in accordance with GAAP for the period of four consecutive calendar quarters of the Company then ending. For purposes of determining compliance with the Fixed Charge Coverage Ratio as set forth in this Section 3.7, each calculation shall include in the determination of the “sum” (as set forth in section (b)(ii) of the definition of Fixed Charge Coverage Ratio contained in the Credit Agreement”) the amount of any interest which has been actually paid by the Company during such 12 month period, or which is proposed to be paid with respect to the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subordinated Debt and the Replacement Notes as of the quarter end for which such Fixed Charge Coverage Ratio is then being tested 3.8 The Loan Parties shall have paid a participation fee solely to Fifth Third in the amount of $10,000. 3.9 The Loan Parties shall have paid the Agent’s Fees in accordance with Section 5.4 of the Credit Agreement, in the amount of $10,000.00. 3.10 The Loan Parties shall have paid all out of pocket fees and disbursements of the Agent, including all unpaid fees and disbursements of ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group ▇▇▇▇▇▇ PLLC due and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy owing as of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person date of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents).

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written when, and only when, on or before December 31, 2004 (the “Seventh Amendment "Effective Date”) on which "), the following conditions shall have been satisfied (or waived): (a) The Revolving Facility Administrative Agent shall have received received: (i) counterparts of this Amendment executed by the Borrowers, the Revolving Facility Lenders Borrower and the Increasing Lenders onRequired Banks or, or prior toas to any of the Banks, 3:00 p.m., New York City time on April 17, 2015 (advice satisfactory to the “Consent Deadline”)Administrative Agent that such Bank has executed this Amendment; and counterparts of the Master Agreement executed by the parties thereto; (bii) After giving effect (a) an opinion of Peter Beshar, Esq., General Counsel of the Borrower, substa▇▇▇▇▇▇▇ ▇▇ ▇he form of Exhibit A-1 hereto, and covering such additional matters relating to this Amendment and the transactions contemplated herebyhereby as the Required Banks may reasonably request; (b) an opinion of Frank McNamara, Esq., General Counsel of Putnam Investments ▇▇▇▇▇, ▇▇▇▇▇▇ntially in the representations form of Exhi▇▇▇ ▇-2 hereto, and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of covering such date, except additional matters relating to the extent such representations transactions contemplated hereby as the Required Banks may reasonably request; and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal an opinion of Davis Polk & Wardwell, special counsel for the Borrower, in ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPrm of Exhibit A-3, counsel to the Borrower Parties, addressed to the Lender Group and reasonably hereto; (iii) evidence satisfactory to the Revolving Facility Administrative AgentAgent that the Commitments under (and as defined in) the (i) Credit Agreement [364 Day] dated as of July 7, 2004 (as amended, supplemented or otherwise modified) among the Borrower, the banks and other financial institutions party thereto and Bank of America, N.A., as administrative agent, and (ii) the Credit Agreement [364 Day] dated as of June 9, 2004 (as amended, supplemented or otherwise modified) among the Borrower, the banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank), as administrative agent, have been terminated and the loans thereunder have been (together will all interest and related fees) paid in cash in full; (eiv) The Revolving Facility evidence satisfactory to the Administrative Agent shall that (a) the amendment to the Other Revolving Credit Agreement, (b) the Term Loan Agreement and (c) the Master Agreement have receivedeach become effective; (v) the following corporate documents of each of the Borrower and each Guarantor listed in clause (a) of the definition thereof, with respect to each Borrower Party, certified as indicated below: (A) a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions certificate of incorporation, as amended and in effect, certified as of a recent date by the Secretary of State of its jurisdiction of incorporation, and a certificate from such Secretary of State dated as of a recent date as to the good standing of and charter documents filed by each of the Loan Parties; (B) a certificate of the Secretary or an Assistant Secretary of each such Loan Party, dated the Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Person (or its general partner, members or managerLoan Party, as applicablein effect on the Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors authorizing the execution, delivery and performance of this Amendment and the other Loan Documents, and such other documents to which such Loan Party is or is intended to be a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the charter of such Loan Party has not been amended since the date of the certification thereto furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Amendment (in the case of the Borrower) and each of the other documents to which such Loan Party is intended to be a party and each other document to be delivered by such Person of this Amendment; Loan Party from time to time in connection herewith or therewith (f) The Revolving Facility and the Administrative Agent shall have received a and each Bank may conclusively rely on each such certificate of until it receives notice in writing from the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Feesapplicable Loan Party); and (hC) The Borrowers shall have paid all reasonable a certificate of another officer of each such Loan Party as to the incumbency and documented costs and expenses specimen signature of the Revolving Facility Secretary or Assistant Secretary, as the case may be; (vi) a certificate of a senior officer of the Borrower, dated the Effective Date, to the effect set forth in Sections 3.2(d) and (e) of the Credit Agreement as amended hereby; (vii) a Subsidiary Guaranty duly executed by each Guarantor listed in clause (a) of the definition thereof; and (viii) such other documents as the Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as or any Bank or special counsel to the Administrative Agents)Agent may reasonably request.

Conditions of Effectiveness. This First Amendment shall become be effective as of the date (first above written, subject to the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived):following: (a) The Revolving Facility Administrative Agent Lender shall have received counterparts of this First Amendment executed by the Borrowers, the Revolving Facility Lenders and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”)each Lender; (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default The Administrative Lender shall have occurred received counterparts of this First Amendment executed by the Borrower and be continuingby each Guarantor; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) The Administrative Lender shall be no greater, calculated on have received a pro forma basis, than 4.50 to 1.00Subsidiary Guaranty executed by Dataflex; (d) The Revolving Facility Administrative Agent Borrower shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel pledged to the Borrower PartiesAdministrative Lender, addressed for the benefit of the Lenders, as additional security for the Obligations, all of the issued and outstanding capital stock and other indicia of ownership, whether now existing or hereafter arising, of the Acquisition Subsidiary, pursuant to documentation acceptable to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative AgentLender; (e) The Revolving Facility Administrative Agent Lender shall have receivedreceived the Replacement Notes, with respect to each Borrower Party, a loan certificate signed executed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this AmendmentBorrower; (f) The Revolving Facility Administrative Agent Lender shall have received a certificate of indorsement(s), in form and substance acceptable to the secretary or an assistant secretary Administrative Lender, to the existing mortgagee title policy in favor of the Administrative Borrower Lender and the Lenders, covering the Borrower's Corporate Headquarters, confirming compliance that the Lien in favor of the Administrative Lender and the Lenders, and such existing mortgagee title policy, with respect to the conditions precedent set forth in clause (b) Borrower's Corporate Headquarters cover the Replacement Facility B Notes and that neither such Lien nor such mortgagee title policy are adversely affected by the execution and delivery of this Section 5such Replacement Facility B Notes; (g) The Borrowers Prior to the consummation of the transactions contemplated by the Dataflex Acquisition Documents, the Administrative Lender shall have paid received such corporate resolutions, opinions, certificates and other information, documents and papers as the Administrative Lender shall have reasonably requested, in each case, executed by all fees required to be paid to be paid necessary or appropriate parties and in form and substance acceptable to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees)Administrative Lender; and (h) The Borrowers transactions contemplated by the Dataflex Acquisition Documents shall have paid all reasonable been consummated in accordance with the terms and documented costs and expenses provisions of the Revolving Facility Administrative Agent in connection with this Amendment (including Dataflex Acquisition Documents, to the reasonable and documented fees, disbursements and other charges satisfaction of Shearman & Sterling LLP as counsel to the Administrative Agents)Lender.

Conditions of Effectiveness. This All provisions of this Fourth Amendment shall become be effective as of upon satisfaction of, or completion of, the date (the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived):following: (a) The Revolving Facility the Administrative Agent shall have received counterparts of this Fourth Amendment executed by the BorrowersBorrower, the Revolving Facility Lenders each Guarantor, and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”)each Lender; (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 Section 3 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Fourth Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuingcorrect; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received (i) incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a legal opinion Responsible Officer in connection with this Fourth Amendment and (ii) a certificate of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to dated as of the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate Fourth Amendment Effective Date signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy Responsible Officer of the Borrower certifying and attaching the resolutions of such Person (or its general partner, members or manager, as applicable) adopted by the Borrower authorizing the execution, delivery and performance by such Person of this Fourth Amendment; (d) the Administrative Agent shall have received for the benefit of each Lender who executes this Fourth Amendment, an amendment fee in immediately available funds as agreed in the fee letter dated July 10, 2024, among the Borrower, the Administrative Agent and BofA Securities, Inc.; (e) unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent directly to such counsel to the extent invoiced prior to or on the Fourth Amendment Effective Date; (f) The Revolving Facility since December 31, 2023, there shall not have occurred any event or condition that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and (g) the Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth received, in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees form and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel substance satisfactory to the Administrative Agents)Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably require.

Conditions of Effectiveness. This The effectiveness of this Amendment shall become effective as of is subject to the date (the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived):precedent that: (a) The Revolving Facility the Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts of this Amendment the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Borrowers, the Revolving Facility Lenders and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 Guarantors (the “Consent Deadlineand Reaffirmation”); (bc) After giving effect to this Amendment the Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the transactions contemplated hereby, Administrative Agent (the representations “Joinder”) and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendmentii) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except a joinder to the extent such representations and warranties expressly relate to an earlier date Guaranty in the form attached thereto duly executed by GGP LLC (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00“Guaranty Joinder”); (d) The Revolving Facility the Administrative Agent shall have received the instruments, certificates and documents set forth in Sections 5.01(v) through (x) and (xvii) of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a legal opinion Borrower, and in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPGGP LLC, counsel in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all in form and substance reasonably acceptable to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility to the extent any Note shall have been issued to any Lender on or prior to the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note to the Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partnercounsel) for concurrent cancellation with the issuance of such replacement Note (and the Partnership shall have received confirmation thereof) and (ii) to the extent such Notes have not been returned as described in clause (i), members or manager, as applicable) authorizing no such replacement Notes shall constitute a condition to the execution, delivery and performance by such Person effectiveness of this Amendment;; and (f) The Revolving Facility the Administrative Agent shall have received a certificate of the secretary or an assistant secretary payment and/or reimbursement of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, without limitationto the extent invoiced prior to the date of this Amendment, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all actual reasonable and documented costs out-of-pocket fees and expenses of one counsel for the Revolving Facility Administrative Agent Agent, the Issuing Banks and the Lenders, taken as a whole (and, if necessary, one local counsel in any relevant material jurisdiction to such Persons, taken as a whole)) in connection with this Amendment (including and the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)Loan Documents.

Conditions of Effectiveness. This (a) Section 2 of this Amendment shall become effective as of the date (first above written when, and only when, the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived): (a) The Revolving Facility Administrative Agent shall have received counterparts of this Amendment executed by the Borrowers, the Revolving Facility Lenders Borrower and the Increasing Majority Lenders onor, or prior toas to any of the Lenders, 3:00 p.m., New York City time on April 17, 2015 (advice satisfactory to the “Consent Deadline”);Agent that such Lender has executed this Amendment and the consent attached hereto executed by each Guarantor, (b) After giving effect to Sections 1 and 4 of this Amendment and shall become effective as of the transactions contemplated herebydate first above written, after the representations and warranties satisfaction of the condition set forth in Article 5 Section 5(a) above, when and only when (i) the Borrower shall have issued the Subordinated Notes (2000) and (ii) the Borrower shall have paid (x) all accrued fees and expenses of the Credit Agreement Lead Arranger (as amended by including reasonable fees and expenses of counsel to the Lead Arranger) and (y) an amendment fee equal to 0.125% of the aggregate Commitments of the Lenders that consent to the effectiveness of this Amendment. (c) are true and correct in all material respects as Section 3 of this Amendment shall become effective, after the satisfaction of the Seventh Amendment Effective Dateconditions set forth the Sections 5(a) and (b) above, with the same effect as though made on and as of such datethe date upon which the Borrower, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Dateits sole discretion, no Default or Event of Default shall have occurred prepaid in full the Term A Loans outstanding on the date of this Amendment and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, which the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received the following: (i) counterparts of this Amendment executed by Term A Lenders indicating their consent to renew or extend at least $50,000,000 of the Term A Commitments in effect on the date hereof, (ii) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Term A Facility and the corresponding modifications to this Agreement, (B) Term A Notes duly executed by the Borrower payable to each Term A Lender in a legal principal amount equal to such Lender's Term A Commitment and (C) an opinion of ▇▇Wins▇▇▇▇ ▇▇▇▇ & ▇▇▇▇h▇▇▇▇ LLP& ▇ini▇▇ ▇.▇., counsel to for the Borrower PartiesBorrower, addressed to the Lender Group in form and reasonably substance satisfactory to the Revolving Facility Administrative Agent;Lead Arranger, (eiii) The Revolving Facility Administrative Agent shall have received, with respect to each written notice from the Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partnerTerm A Reset Date, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (hiv) The Borrowers shall have paid all reasonable and documented costs and expenses payment of a commitment fee equal to 0.375% of the Revolving Facility Administrative Agent in connection with this aggregate Term A Commitments of the Term A Lenders that agree to extend their Term A Commitments. This Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel is subject to the Administrative Agents)provisions of Section 9.1 of the Existing Credit Agreement.

Conditions of Effectiveness. This Amendment and the amendment of the Credit Agreement as set forth in Section 1 hereof shall become effective as of the first date (such date being referred to as the “Seventh Amendment No. 1 Effective Date”) on which when each of the following conditions shall have been satisfied (or waived):satisfied: (ai) The Revolving Facility the Borrowers shall have executed and delivered counterparts of this Amendment to the Administrative Agent, (ii) the Required Lenders shall have executed and delivered counterparts of this Amendment to the Administrative Agent and (iii) the Administrative Agent and the Multicurrency Administrative Agent shall have received counterparts executed a counterpart of this Amendment executed by the Borrowers, the Revolving Facility Lenders and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”)Amendment; (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement Borrowers (as amended by this Amendmentx) are contained in Section 3 hereof shall be true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except the Amendment No. 1 Effective Date; provided that to the extent that such representations and warranties expressly relate specifically refer to an earlier date (in which case such representations and warranties date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates and (y) set forth in the Credit Agreement are true and immediately correct on and as of the Amendment No. 1 Effective Date in all material respects with the same effect as though made on and as of the Amendment No. 1 Effective Date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be be true and correct in all respects); (c) prior to and immediately after giving effect to the Seventh Amendment Effective Datethis Amendment, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility the Administrative Agent shall have received (i) a certificate of each Borrower, dated the Amendment No. 1 Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors authorizing the execution, delivery and performance of this Amendment, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Borrower authorized to sign this Amendment, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of such Borrower certified by the relevant authority of the jurisdiction of organization of such Borrower and a true and correct copy of its bylaws (or a confirmation that there have been no changes to such documents since those that were delivered to the Administrative Agent on the Second Amendment Effective Date), and (ii) a certificate of compliance/status/good standing, as applicable, for each Borrower from its jurisdiction of organization and each other jurisdiction in which it carries on business as may be reasonably requested by the Administrative Agent at least five (5) Business Days prior to the Amendment No. 1 Effective Date; (e) the Borrowers shall pay all reasonable and documented out-of-pocket expenses of the Administrative Agent incurred in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, if any (but limited, in the case of legal opinion fees and expenses, to the actual reasonable and documented out- of-pocket fees, disbursements and other charges of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment;); and (f) The Revolving Facility Administrative Agent the Borrower shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid pay all reasonable fees required to be paid to be paid and expenses due to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date No. 1 Arranger (including, without limitation, the Amendment Fees fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and out-of-pocket expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents).Amendment No. 1 Arranger) required to be paid on the Amendment No. 1

Conditions of Effectiveness. This 3.1 The limited consent set forth in Article I shall become effective as of the date when, and only when, the Agent shall have received an executed counterpart of this Consent and Amendment from the Lenders constituting the Majority Banks under the Facility Agreement and from the Borrower and the Guarantor. 3.2 The amendments set forth in Article II hereof shall become effective as of the date (the “Seventh Amendment Effective Date”) on which when, and only when, each of the following conditions precedent shall have been satisfied (or waived):satisfied: (a) The Revolving Facility Administrative Agent shall have received counterparts an executed counterpart of this Consent and Amendment executed from the Lenders constituting the Majority Banks under the Facility Agreement and from the Borrower and the Guarantor; (b) The Merger shall have been consummated substantially simultaneously with the Amendment Effective Date in accordance with the terms of the Merger Agreement in all material respects and without giving effect to any modifications, amendments, consents or waivers of the terms of the Merger Agreement that are material and adverse to the Lenders or the Agent as reasonably determined by the BorrowersAgent, without the Revolving Facility Lenders and prior consent of the Increasing Lenders onMajority Banks (such consent not to be unreasonably withheld, delayed or prior to, 3:00 p.m., New York City time on April 17, 2015 conditioned); (c) The Agent shall have received an executed Guaranty from RenRe Holdings in substantially the form attached hereto as Exhibit A (the “Consent DeadlineRenRe Holdings Guaranty”); (bd) After giving effect The Agent shall have received a certificate, signed by an officer of the Guarantor, in form and substance reasonably satisfactory to this Amendment the Agent, certifying that (i) all representations and warranties of the Borrower and the transactions contemplated hereby, Guarantor contained in the Facility Agreement and the other Finance Documents (including the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this AmendmentIV hereof) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same immediately after giving effect as though made on to this Consent and as of such date, Amendment (except to the extent any such representations and warranties representation or warranty is expressly relate stated to an earlier date (have been made as of a specific date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects as of such earlier date), and (ii) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have has occurred and be continuing; (c) Immediately prior tois continuing as of the Amendment Effective Date, and immediately after giving effect to this Consent and Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent All material governmental authorizations and approvals necessary in connection with the consummation of the Merger shall have receivedbeen obtained and shall remain in effect and shall not impose any restriction or condition materially adverse to the Agent or the Lenders; and no law or regulation shall be applicable that seeks to enjoin, restrain, restrict, set aside or prohibit, or impose materially adverse conditions upon, the consummation of the Merger; and all third-party consents necessary in connection with the consummation of the Merger shall have been obtained and remain in effect (except for any third-party consents that are not material or with respect to each Borrower Party, which the failure to obtain such consents would not result in a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment;Material Adverse Effect); and (f) The Revolving Facility Administrative Agent shall have received a certificate of Borrower and the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers Guarantor shall have paid all fees required to be paid to be paid to reasonable out-of-pocket costs and expenses of the Revolving Facility Lenders on or before in connection with the Seventh preparation, negotiation, execution and delivery of this Consent and Amendment Effective Date (including, without limitation, the Amendment Fees reasonable fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and out-of-pocket expenses of counsel for the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agentsrespect thereto).

Conditions of Effectiveness. This Amendment shall become effective as (including, without limitation, the amendments set forth in Section 1 hereof) is subject to the satisfaction (or waiver) of the date following conditions (the date of satisfaction of such conditions being referred to herein as the “Seventh Second Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived): (a) The Revolving Facility the Administrative Agent shall have received counterparts of this Amendment duly executed by (i) each Loan Party, (ii) the BorrowersConsenting Revolving Lenders and (iii) the Administrative Agent; (b) the Administrative Agent (or its counsel) shall have received a legal opinion from H▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Consenting Revolving Lenders; (c) the Administrative Agent shall have received certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Second Amendment Effective Date; (d) all expenses incurred by (i) the Revolving Facility Lenders (including reasonable and documented fees and out-of-pocket expenses of L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP), (ii) the Increasing Administrative Agent (including reasonable and documented fees and out-of-pocket expenses of ArentFox Schiff LLP), in the case of clauses (i) and (ii) hereof, in connection with the execution and delivery of this Amendment, and (iii) the Revolving Lenders on(including reasonable and documented fees and out-of-pocket expenses of legal counsel other than L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP) in connection with the First Amendment not otherwise reimbursed prior to the Second Amendment Effective Date, in an aggregate amount not to exceed $50,000, shall have been paid in full in cash or prior towill be paid in full in cash substantially concurrently with the occurrence of the Second Amendment Effective Date; (e) Holdings shall have entered into that certain Agreement and Plan of Merger entered into by and among Bandit Parent, 3:00 p.m.LP, New York City time on April 17a Delaware limited partnership and Bandit Merger Sub, 2015 Inc., a Delaware corporation (the “Consent DeadlineMerger Agreement”); (bf) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth of the Borrower contained in Article 5 V of the Existing SP Credit Agreement (as amended by this Amendment) are or any other Loan Document shall be true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except the date of the Second Amendment Effective Date; provided that to the extent that such representations and warranties expressly relate specifically refer to an earlier date (in which case such representations and warranties date, they shall be true and correct in all material respects as of such earlier date) ; provided further that, any representation and immediately prior warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to the Seventh Amendment Effective Date, any qualification therein) in all respects on such respective dates; (g) no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and continuing as of the Second Amendment Effective Date or would result after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers the Administrative Agent shall have paid all reasonable and documented costs and expenses received certificate of a Responsible Officer of the Revolving Facility Administrative Agent Borrower certifying that the conditions set forth in connection with this Amendment (including the reasonable Section 2(f) and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)Section 2(g) hereof have been satisfied.

Conditions of Effectiveness. This All provisions of this Sixth Amendment shall become be effective as of upon satisfaction of, or completion of, the date (the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived):following: (a) The Revolving Facility the Administrative Agent shall have received evidence satisfactory to it that the Borrower shall have received no less than $150,000,000 in Net Cash Proceeds from the issuance of the 2017 Senior Convertible Notes (after taking into account the amount of any Equity Interest Repurchases made with any proceeds from such issuance), which Net Cash Proceeds shall be concurrently applied as required pursuant to Section 2.05(a)(ii) of the Credit Agreement; (b) the Administrative Agent shall have received counterparts of this Sixth Amendment executed by Lenders comprising the Required Lenders; (c) the Administrative Agent shall have received counterparts of this Sixth Amendment executed by the Borrowers, the Revolving Facility Lenders Borrower and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”)acknowledged by each Guarantor; (bd) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 Section 2 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Sixth Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuingcorrect; (ce) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion received, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall require; (f) all fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPPC, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent;, shall have been paid in immediately available funds; and (eg) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate in immediately available funds for the account of each Lender executing this Sixth Amendment an amount equal to the secretary or an assistant secretary product of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (a) 0.10% and (b) the sum of this Section 5; (gi) The Borrowers shall have paid all fees required to be paid to be paid the amount of each Lender’s Revolving Commitment after giving effect to the Revolving Facility Lenders on or before reduction thereof pursuant to this Sixth Amendment plus (ii) the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses outstanding principal amount of the Revolving Facility Administrative Agent Term Loan owed to each Lender after giving effect to any prepayment of the Term Loans with the proceeds of the 2017 Senior Convertible Notes referenced in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)Section 3(a) above.

Conditions of Effectiveness. (a) This Amendment shall become effective as of when, and only when (i) the date (the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived): (a) The Revolving Facility Administrative Managing Agent shall have received counterparts of this Amendment executed by the BorrowersFlagstar, the Revolving Facility Lenders Funding and the Increasing Required Lenders onor, or prior toas to any of the Lenders, 3:00 p.m.advice satisfactory to the Managing Agent that such Lenders have executed this Amendment, New York City time on April 17(ii) the Managing Agent shall have received the Consent attached hereto, 2015 signed by each Subsidiary of Flagstar and (iii) the “Consent Deadline”);Managing Agent shall have received a certificate, dated the date of receipt thereof by the Managing Agent, in form and substance satisfactory to the Managing Agent, signed by a duly authorized officer of each Loan Party, stating that: (bA) After giving effect to this Amendment and the transactions contemplated hereby, the The representations and warranties set forth contained in Article 5 of the Credit Agreement (as amended by this Amendment) each Loan Document and in Section 6 hereof are true correct on and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect date of such certificate as though made on and as of such date, except and (B) No event has occurred and is continuing that constitutes a Default. (b) Section 4(c)(i) shall become effective on and as of the date on or prior to December 31, 1995 when, in addition to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (ba) of this Section 5; above, (gi) The Borrowers the Proficient Food Transaction shall have been consummated and (ii) Flagstar shall have paid all fees required to be paid the Managing Agent, in accordance with Section 2.10 of the Credit Agreement and for the account of each Lender who elected a Waiver Percentage, an extension fee equal to be 0.125% of such Lender's PFC Elected Commitment Reduction Waiver. (c) Section 4(c)(ii) shall become effective on and as of the date on or prior to December 31, 1995 when, in addition to the conditions set forth in clause (a) above, (i) the IM Parks Transaction shall have been consummated and (ii) Flagstar shall have paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (includingManaging Agent, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses in accordance with Section 2.10 of the Revolving Facility Administrative Agent in connection with this Amendment (including Credit Agreement and for the reasonable and documented feesaccount of each Lender who elected a Waiver Percentage, disbursements and other charges an extension fee equal to 0.125% of Shearman & Sterling LLP as counsel to the Administrative Agents)such Lender's IM Parks Elected Commitment Reduction Waiver.

Conditions of Effectiveness. This Amendment and Restatement shall become effective as of the date (first above written when, and only when, the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived): (a) The Revolving Facility Administrative Agent shall have received counterparts of this Amendment and Restatement executed by the BorrowersCompany and all of the Lenders or, as to any of the Revolving Facility Lenders Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment and Restatement and when the Increasing Lenders onAgent shall have additionally received all of the following documents, or prior toeach such document (unless otherwise specified) dated the date of receipt thereof by the Agent (unless otherwise specified) and in sufficient copies for each Lender, 3:00 p.m.in form and substance satisfactory to the Agent (unless otherwise specified): (a) Certified copies of (i) the resolutions of the Board of Directors of the Company approving this Amendment and Restatement and (ii) all documents evidencing other necessary corporate action and governmental approvals, New York City time on April 17if any, 2015 (the “Consent Deadline”);with respect to this Amendment and Restatement. (b) After giving effect A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Amendment and Restatement and the transactions contemplated herebyother documents to be delivered hereunder. (c) A favorable opinion of Robert M. Reese, Vice President and General Coun▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇y, in substantially the form of Exhibit A hereto and as to such other matters as any Lender through the Agent may reasonably request. (d) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (e) A certificate signed by a duly authorized officer of the Company stating that: (i) The representations and warranties set forth contained in Article 5 Section 4.01 of the Credit Agreement (as amended by this Amendmentexcept the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (i)(B) thereof) and in Section 3 hereof are true correct on and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect date of such certificate as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (hii) The Borrowers shall have paid all reasonable No event has occurred and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)is continuing that constitutes a Default.

Conditions of Effectiveness. This Amendment shall become --------------------------- effective as of the date first above written (the “Seventh Amendment Effective Date”"EFFECTIVE DATE") on which when, and only when, the following conditions shall precedent have been satisfied (or waived):satisfied: (a) The Revolving Facility Administrative Agent shall have received on or before the Effective Date, in form and substance satisfactory to the Agent and in sufficient copies for each Lender Party: (i) counterparts of this Amendment executed by the Borrowers, Borrower and the Revolving Facility Required Lenders and each Revolving Credit Lender or, as to any of the Increasing Lenders onLenders, or prior to, 3:00 p.m., New York City time on April 17, 2015 advice satisfactory to the Agent that such Lender has executed this Amendment; (ii) the consent attached hereto executed by each Guarantor (the “Consent Deadline”"CONSENT"); (biii) After giving effect to certified copies of (i) the resolutions of the Board of Directors of (A) the Borrower approving this Amendment and the transactions matters contemplated hereby, and (B) each Guarantor approving the representations Consent and warranties set forth in Article 5 of the Credit Agreement matters contemplated thereby, and (as amended by this Amendmentii) are true all documents evidencing other necessary corporate action and correct in all material respects as of the Seventh Amendment Effective Dategovernmental approvals, if any, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect respect to this Amendment, the Commitment Increase pursuant to Section 2 Consent and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00matters contemplated hereby and thereby; (div) The Revolving Facility Administrative Agent shall have received a legal certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Persons authorized to sign this Amendment and the Consent and the other documents to be delivered hereunder; and (v) a favorable opinion of ▇▇▇▇▇▇ ▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, as to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the due execution, delivery validity and performance by such Person enforceability of this Amendment;, the Loan Documents (as amended by this Amendment), and the Consent and as to such other matters as any Lender through the Agent may reasonably request. (fb) The Revolving Facility Administrative All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgement of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (c) On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of the secretary or an assistant secretary Borrower, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.01 of the Administrative Borrower confirming compliance with Credit Agreement are correct on and as of the conditions precedent set forth in clause (b) of this Section 5;Effective Date; and (gii) no Default exists under the Credit Agreement. (d) The Borrowers Borrower shall have paid to the Agent for the account of each Lender that executes this Amendment an amendment fee equal to 0.25% on the sum of the Commitments of each such Lender. (e) The Borrower shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses required under Section 5 hereof. This Amendment is subject to the provisions of Section 8.01 of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)Credit Agreement.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written (the “Seventh Amendment Effective Date”) on which when, and only when, the following conditions shall have been satisfied (or waived): (a) The Revolving Facility Administrative Paying Agent shall have received counterparts of this Amendment executed by the BorrowersBorrower and all of the Lenders or, as to any of the Revolving Facility Lenders Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Increasing Lenders onPaying Agent shall have additionally received all of the following documents, or prior toeach such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, 3:00 p.m.in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, New York City time dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on April 17, 2015 and as of the Amendment Effective Date; and (the “Consent Deadline”)ii) No event has occurred and is continuing that constitutes a Default; (b) After giving effect The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving other Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00Documents; (d) The Revolving Facility Administrative Agent shall have received a legal A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇ & . ▇▇▇▇▇▇▇▇ LLP, counsel Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Borrower Parties, addressed Credit Agreement and as to such other matters as any Lender through the Lender Group and Paying Agent may reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)request.

Conditions of Effectiveness. (a) This Amendment shall become effective as of the date (first above written when, and only when, the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived): (a) The Revolving Facility Administrative Agent shall have received (x) counterparts of this Amendment executed by the BorrowersBorrower, the Revolving Facility Required Lenders and each Affected Lender, or, as to any of the Increasing Lenders onLenders, or advice satisfactory to the Administrative Agent that such Lender has executed this Amendment and (y) for the ratable account of the Lenders, 1/10% of the sum of the Term A Advances, the Term B Advances, the Acquisition Commitments and the Working Capital Commitments as such Advances and Commitments shall be outstanding immediately prior to, 3:00 p.m., New York City time on April 17, 2015 to the effectiveness of this Amendment (i.e. $260,000). The effectiveness of this Amendment is conditioned upon the “Consent Deadline”);accuracy of the factual matters described herein. This Amendment is subject to the provisions of Section 9.01 of the Credit Agreement. (b) After giving This Amendment shall be null and void and of no effect if, on or before April 23, 1997 (or such later date before July 15, 1997 as the Affected Lenders may consent to in writing), the following conditions shall not have been satisfied: (1) The Administrative Agent shall not have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Administrative Agent (unless otherwise specified): (i) Certified copies of (x) the resolutions of the Board of Directors of (A) the Borrower approving this Amendment Amendment, the Collateral Documents, amendments or supplements thereto contemplated hereby and the transactions matters contemplated herebyhereby and thereby and (B) each other Loan Party evidencing approval of the Consent, the representations Collateral Documents, amendments or supplements thereto contemplated hereby and warranties set forth in Article 5 of the Credit Agreement matters contemplated hereby and thereby and (as amended by this Amendmenty) are true all documents evidencing other necessary corporate action and correct in all material respects as of the Seventh Amendment Effective Dategovernmental approvals, if any, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect respect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewithConsent, the Senior Secured Leverage Ratio (assuming Collateral Documents, amendments or supplements thereto contemplated hereby and the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00matters contemplated hereby and thereby; (dii) The Revolving Facility A certificate of the Secretary or an Assistant Secretary of the Borrower and each other Loan Party certifying the names and true signatures of the officers of the Borrower and such other Loan Party authorized to sign this Amendment, the Consent, the Collateral Documents, amendments or supplements thereto contemplated hereby to any of which they are or are to be a party and the other documents to be delivered hereunder and thereunder; (iii) Counterparts of a consent with respect to this Amendment No. 1, in form satisfactory to the Administrative Agent shall have received a legal Agent, executed by each of the Loan Parties (other than the Borrower); (iv) A favorable opinion of Drinker, ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to for the Borrower Loan Parties, addressed as to such matters as the Lender Group and Administrative Agent may reasonably satisfactory to the Revolving Facility Administrative Agentrequest; (ev) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan A certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy duly authorized officer of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents).stating that:

Conditions of Effectiveness. This Amendment (a) The Agreement shall become effective as of the date (Effective Date of this Agreement upon the “Seventh Amendment Effective Date”) on which satisfaction of all of the following conditions conditions: (i) Borrowers shall have been satisfied delivered to Administrative Agent an original (or waived): (aexecuted faxed or electronic copy) The Revolving Facility Administrative Agent shall have received counterparts of this Amendment Agreement, duly executed by each of the Borrowers, the Revolving Facility Lenders and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”)Loan Parties; (bii) After giving effect to this Amendment the receipt by Administrative Agent of the payment, in immediately available funds, of the Modification Fee that is due and payable on the transactions contemplated hereby, date hereof; (iii) each of the representations and warranties set forth contained in Article 5 Section 6 of the Credit this Agreement (as amended by this Amendment) are true shall be true, correct and correct in all material respects accurate as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees)Agreement; and (hiv) The Borrowers shall have paid the receipt by Administrative Agent of the payment, in immediately available funds, of all reasonable and documented costs out-of-pocket fees, costs, charges and expenses of the Revolving Facility incurred by Administrative Agent in connection with the preparation, execution and delivery of this Amendment (Agreement or any of the transactions arising hereunder or otherwise related hereto or referred to herein, including any actual out-of-pocket costs, expenses, charges or expenses of Administrative Agent and the reasonable and documented fees, charges and disbursements of counsel for Administrative Agent. (b) The parties hereto specifically acknowledge and agree that: (i) the execution and delivery of this Agreement shall not be deemed to create a course of dealing or otherwise obligate Administrative Agent or Lenders to execute similar agreements under the same, similar or different circumstances in the future; and (ii) neither Administrative Agent nor any Lender has any obligation to further amend provisions of, or waive compliance with or consent to a departure from the requirements of, the Existing Loan Agreement or any of the other charges Loan Documents. Except as expressly amended pursuant hereto, the Existing Loan Agreement and each of Shearman & Sterling LLP as counsel the other Loan Documents shall remain unchanged and in full force and effect and are hereby ratified and confirmed in all respects, and the Collateral described in the Loan Documents shall continue to secure the Obligations. Each of the Guarantors party hereto: (i) specifically consents to the Administrative Agents)terms of this Agreement; (ii) reaffirms its obligations under its Guaranty and under all other Loan Documents to which it is a party; (iii) reaffirms the waivers of each and every one of the defenses to such obligations as set forth in such Guaranty and each such other Loan Document; and (iv) reaffirms that its obligations under such Guaranty and each such other Loan Document are separate and distinct from the obligations of any other party under the Loan Documents.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written (the “Seventh "Amendment No. 5 Effective Date”") on which when, and only when each of the following conditions shall have been satisfied (it being understood that the satisfaction of one or waivedmore of the following conditions may occur concurrently with the effectiveness of this Amendment): (a) The Revolving Facility the Administrative Agent shall have received counterparts of this Amendment executed by the BorrowersBorrower, the Revolving Facility Lenders Subsidiary Guarantors and the Increasing Required Lenders onor, or prior toas to any of the Required Lenders, 3:00 p.m., New York City time on April 17, 2015 (advice satisfactory to the “Consent Deadline”)Administrative Agent that such Required Lender has executed this Amendment; (b) After giving effect the Borrower shall have paid any and all out-of-pocket costs (to the extent invoiced) incurred by the Administrative Agent (including the reasonable fees and expenses of the Administrative Agent's legal counsel), and fees and other amounts payable to the Administrative Agent, in each case in connection with the arrangement, negotiation, preparation, execution and delivery of this Amendment; and (c) the Administrative Agent shall have received (i) a certified copy of the resolutions of the Board of Directors of the Borrower and each other Loan Party evidencing its approval of this Amendment and the other matters contemplated hereby, and a certified copy of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the transactions other matters contemplated hereby; (ii) a certificate from a Responsible Officer of the Borrower to the effect that, as of the date hereof, (A) all representations and warranties set forth made by the Borrower and each other Loan Party in Article 5 of the Credit Agreement (as amended by this Amendment) Amendment and each other Loan Document are true and correct in all material respects as if made as of the Seventh Amendment Effective Datedate hereof, with other than any such representations or warranties that, by their terms, refer to a specific date other than the same effect as though made on and date hereof, in which case as of such specific date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier dateB) and immediately prior to and after giving effect to the Seventh Amendment Effective Datethis Amendment, no Default or Event of Default shall have has occurred and be is continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents).

Conditions of Effectiveness. This Amendment shall become effective as of when, and only when, the date (the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived): (a) The Revolving Facility Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrowers, the Revolving Facility Lenders Banks and the Increasing Lenders onAgent, or prior toand Section 1 and the Offering Consent hereof shall become effective when, 3:00 p.m.and only when, New York City time the Agent shall have additionally (i) received all of the following documents, each document (unless otherwise indicated) being dated the date of receipt thereof by the Agent (which date shall be the same for all such documents), in form and substance satisfactory to the Agent and its legal counsel and (ii) have received evidence satisfactory to it of the occurrence of the following non-documentary conditions: (a) Amscan Inc., and (v) the amended form of registration statement for the Amscan IPO filed with the SEC on April 17December 12, 2015 (the “Consent Deadline”);1996. (b) After giving effect A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Amendment and the transactions contemplated herebyother documents to be delivered hereunder. (c) A favorable opinion of Kurz▇▇▇ & ▇ise▇▇▇▇▇, ▇▇unsel for the representations Borrowers, to the effect that this Amendment has been duly authorized, executed and warranties set forth delivered by each of the Borrowers and constitutes the legal, valid and binding obligation of each Borrower, enforceable against each Borrower in Article 5 accordance with its terms, and confirming the opinion of McCarthy, Fingar, Dono▇▇▇, ▇▇▇▇▇▇ & ▇mit▇, ▇▇gal counsel to the Borrowers, furnished as of September 20, 1995 pursuant to Section 4.1(i) of the Credit Agreement, with references therein to the Credit Agreement (to mean the Credit Agreement as amended by this Amendment. (d) are true and correct in A schedule of all material respects as of the Seventh Amendment Effective Date, with subordinated debt of the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greaterBorrowers, calculated on a pro forma basis, than 4.50 basis to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel take into account the Amscan IPO and the transactions anticipated to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agentbe carried out in connection therewith; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy A schedule of the resolutions Subsidiaries and affiliates of such Person (or its general partner, members or manager, as applicable) authorizing each of the execution, delivery and performance by such Person of this AmendmentBorrowers; (f) The Revolving Facility Administrative Agent shall have received payment of a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid $10,000 amendment fee to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents).Agent;

Conditions of Effectiveness. This Amendment Agreement shall become effective as of the first date (the “Seventh First Amendment Effective Date”) on which that all of the following conditions precedent shall have been satisfied satisfied: 3.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or waived):telecopies (in each case, followed promptly by originals to the extent requested by the Administrative Agent) and each in form and substance satisfactory to the Administrative Agent: (a) The Revolving Facility Administrative Agent shall have received counterparts of this Amendment Agreement, duly executed by the Borrowers, the Revolving Facility Lenders and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”)parties hereto; (b) After giving effect such certificates of resolutions or other action, incumbency certificates and/or other certificates of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each officer thereof authorized to act in connection with this Amendment Agreement and the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of other Loan Documents to which such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuingLoan Party is a party; (c) Immediately prior tosuch documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and after giving effect that each Loan Party is validly existing, in good standing and qualified to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated engage in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00business in its jurisdiction of organization; (d) The Revolving Facility Administrative Agent shall have received a legal opinion opinions of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling Procter LLP as counsel to the Loan Parties as to the matters concerning the Loan Parties, this Agreement and the other Loan Documents as the Administrative Agents)Agent may reasonably request; and (e) a certificate of the Borrower to the effect that (i) the conditions specified in Sections 3.2 and 3.3 have been satisfied, and (ii) no event has occurred and is continuing which constitutes an Unmatured Default. 3.2 The representations and warranties contained in Section 4 of this Agreement are true and correct to the extent provided in Section 4 of this Agreement. 3.3 There shall not have occurred since December 31, 2021, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. 3.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the First Amendment Effective Date. 3.5 Any fees owed to any Lender or Arranger required to be paid on or before the First Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This The effectiveness of this Amendment shall become effective as of is subject to the date (the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived):precedent that: (a) The Revolving Facility the Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrowers, the Revolving Facility Lenders Required Lenders, and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”)Administrative Agent; (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 Administrative Agent shall have received counterparts of the Credit Agreement (Consent and Reaffirmation attached as amended Exhibit A hereto duly executed by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuingLoan Guarantors; (c) Immediately prior to, and (i) the “Specified Acquisition” (as defined in the Credit Agreement after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greaterconsummated substantially concurrently with the effectiveness of this Amendment and in accordance with (1) that certain Asset Purchase Agreement, calculated on a pro forma basisto be dated as of January 11, than 4.50 to 1.00; 2015 (d) The Revolving Facility Administrative Agent shall have received a legal opinion of the “Asset Purchase Agreement”), by and among, inter alia, Holdings, T.J. Foodservice Co., Inc., TJ Seafood, LLC, J▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, V▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, T▇▇▇▇▇▇ LLP▇▇▇▇▇▇▇, counsel and J▇▇▇ ▇▇▇▇▇▇▇▇▇, as the Sellers’ Representative, (2) the “Merger Agreement” referred to in the Asset Purchase Agreement and (3) each of the “Earn-Out Agreements” referred to in the Asset Purchase Agreement, in each case, without giving effect to any amendments, consents or waivers thereto or modifications to the Borrower Partiesprovisions thereof which (x) could reasonably be expected to have a Material Adverse Effect, addressed to (y) would cause or result in a Default or Event of Default under the Lender Group and reasonably satisfactory to Credit Agreement or (z) would adversely affect the Revolving Facility Administrative Agent; (e) The Revolving Facility interests of the Administrative Agent or any Lender (it being understood and agreed that any increase in the aggregate purchase price paid for the Specified Acquisition (including, without limitation, any increase in any earn-out obligations) shall have received, with respect be deemed to each Borrower Party, a loan certificate signed by adversely affect the secretary or assistant secretary of such Person, certifying a true, complete and correct copy interests of the resolutions Administrative Agent and the Lenders), without the consent of the Required Lenders (such Person consent not to be unreasonably withheld, conditioned or delayed), (or its general partner, members or manager, as applicableii) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of a Financial Officer of Holdings confirming the secretary or an assistant secretary consummation of the Administrative Borrower confirming compliance Specified Acquisition; (iii) the aggregate purchase price paid for the Specified Acquisition (exclusive of any “Specified Earn-Out Payments” (as defined in the Credit Agreement after giving effect to this Amendment)) shall not exceed $216,750,000; (iv) the Total Leverage Ratio, after giving pro forma effect to the consummation of the Specified Acquisition and the making of Loans in connection with the conditions precedent set forth consummation of the Specified Acquisition, shall not exceed 4.50 to 1.00 for the Fiscal Quarter most recently ended prior to the consummation of the Specified Acquisition; (v) the Senior Secured Leverage Ratio, after giving pro forma effect to the consummation of the Specified Acquisition and the making of Loans in clause connection with the consummation of the Specified Acquisition, shall not exceed 4.00 to 1.00 for the Fiscal Quarter most recently ended prior to the consummation of the Specified Acquisition; and (bvi) the EBITDA attributable to the “Specified Target” (as defined in the Credit Agreement after giving effect to this Amendment) as of this Section 5the 12-month period ended on December 31, 2014, and calculated in a manner consistent with its 2014 audited financial statements, shall not be less than $20,000,000 and the Administrative Agent shall have received a certificate of a Financial Officer confirming the same; (gd) The Borrowers the Administrative Agent shall have paid all fees required to be paid to be paid received an executed and effective amendment to the Revolving Facility Lenders Prudential Note Agreement, which amendment shall be substantially in the form set forth on or before Exhibit B hereto; (e) the Seventh Amendment Effective Date Administrative Agent shall have received (i) copies of each Permitted Convertible Seller Note and (ii) evidence, reasonably satisfactory to the Administrative Agent, that Indebtedness in respect of each Permitted Convertible Seller Note is subordinated to the payment of the Secured Obligations on terms and conditions reasonably satisfactory to the Administrative Agent (including, without limitation, the Amendment Fees a prohibition on any payments in respect of any Permitted Convertible Seller Note if a Default or Event of Default has occurred and the Upfront Feesis continuing or would be caused by any such payments); and (hf) The Borrowers the Administrative Agent shall have paid all received payment and/or reimbursement of the Administrative Agent’s and its affiliates’ fees and expenses (including, to the extent invoiced in an invoice dated on or prior to the date hereof, reasonable and documented costs out-of-pocket fees and expenses of counsel for the Revolving Facility Administrative Agent Agent) in connection with this Amendment (including Amendment. The Administrative Agent shall notify the reasonable Borrowers and documented feesthe Lenders of the effective date of this Amendment, disbursements and other charges such notice shall be conclusive and binding. Notwithstanding the foregoing, the agreements of Shearman & Sterling LLP as counsel to the Lenders and the Administrative Agents)Agent under this Amendment shall cease to be effective unless each of the foregoing conditions is satisfied (or waived by the Required Lenders and the Administrative Agent) at or prior to 5:00 p.m., New York City time, on the earlier of (i) May 31, 2015 and (ii) the termination or abandonment by the Borrowers of the Specified Acquisition.

Conditions of Effectiveness. (a) This Amendment shall become effective as of the date (the “Seventh Amendment Effective Date”) on which that each of the following conditions precedent shall have been satisfied (or waived):satisfied: (a1) The Revolving Facility Administrative Agent shall have received counterparts (which may be by electronic transmission), in form and substance satisfactory to the Administrative Agent, a counterpart of this Amendment which shall have been executed by the BorrowersAdministrative Agent, the Revolving Facility Issuing Bank, the Lenders and the Increasing Borrower (which may be by PDF transmission); and (2) Borrower shall have paid all fees and expenses due to the Lenders onand the Administrative Agent (including, or prior but not limited to, 3:00 p.m.reasonable attorneys’ fees of counsel to the Administrative Agent), New York City time in each case, for which invoices were submitted at least one (1) Business Day prior to the Amendment Effective Date; and (3) The Administrative Agent shall be reasonably satisfied that the Borrower has entered into and is party to (x) Hedging Transactions at prices reasonably acceptable to the Administrative Agent in respect of crude oil on April 17not less than 8,500 barrels per day for the period of January 1, 2015 2021 to December 31, 2021 (which shall be apportioned in such period in a manner reasonably acceptable to the “Consent Deadline”Administrative Agent);; provided that not less than 4,000 of such barrels per day shall be pursuant to Hedging Transactions in the form of commodity swap transactions and (y) Hedging Transactions in the form of commodity swap transactions at prices reasonably acceptable to the Administrative Agent in respect of crude oil on not less than 1,000 barrels per day for the period of January 1, 2022 to December 31, 2022 (which shall be apportioned in such period in a manner reasonably acceptable to the Administrative Agent). (b) After giving effect to this Amendment Without limiting the generality of the provisions of Sections 3.1 and the transactions contemplated hereby, the representations and warranties set forth in Article 5 3.2 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as Agreement, for purposes of the Seventh Amendment Effective Date, determining compliance with the same effect as though made on conditions specified in Section 4(a), each Lender that has signed this Amendment (and as of such date, except to the extent such representations its permitted successors and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawnassigns) shall be no greaterdeemed to have consented to, calculated on approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Lender unless the Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel written notice from such Lender prior to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent;proposed Amendment Effective Date specifying its objection thereto. (ec) The Revolving Facility Administrative Agent shall have received, with respect to each notify the Borrower Party, a loan certificate signed by and the secretary or assistant secretary of such Person, certifying a true, complete and correct copy Lenders of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)Date.

Conditions of Effectiveness. This Section 1 of this Amendment shall become effective as of the later of (a) April 24, 2001 and (b) the date (the “Seventh Amendment Effective Date”) on which each of the following conditions precedent shall have been satisfied (or waivedsuch later date being the "Amendment No. 6 Effective Date"): (a) The Revolving Facility Administrative Agent shall have received (i) counterparts of this Amendment executed by the BorrowersBorrower, the Revolving Facility Lenders Parent Guarantor and the Increasing Required Lenders onor, or prior toas to any of the Lenders, 3:00 p.m., New York City time on April 17, 2015 advice satisfactory to the Agent that such Lender has executed this Amendment and (ii) the “Consent Deadline”);attached hereto executed by each of the Loan Parties. (b) After giving effect The Agent shall have received on or before the Amendment No. 6 Effective Date the following, each dated such date (unless otherwise specified), in form and substance reasonably satisfactory to the Agent, and in sufficient copies for each Lender: (i) Certified copies of (i) the resolutions of the Board of Directors of (A) the Borrower and the Parent Guarantor approving this Amendment and the transactions matters contemplated herebyhereby and thereby and (B) each other Loan Party evidencing approval of the Consent and the matters contemplated hereby and thereby and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment, the Consent and the matters contemplated hereby and thereby. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower and each other Loan Party certifying the names and true signatures of the officers of the Borrower and such other Loan Party authorized to sign this Amendment and the Consent and the other documents to be delivered hereunder and thereunder. (iv) Counterparts of the Consent appended hereto (the "Consent"), executed by each of the Loan Parties. (v) A favorable opinion of Ropes & Gray, ▇▇unsel for the Borrower and the other Loan Parties, in form and substance reasonably satisfactory to the Agent. (vi) Such financial, business and other information regarding the Borrower and the Parent Guarantor and their respective property, assets and businesses as the Agent or the Lenders shall have requested. (c) The representations and warranties set forth contained in Article 5 each of the Credit Agreement (as amended by this Amendment) are true and Loan Documents shall be correct in all material respects on and as of the Seventh Amendment No. 6 Effective Date, with the same effect as though made on and as of such date, except to the extent date (other than any such representations and or warranties expressly relate that, by their terms, refer to an earlier a specific date (other than the Amendment No. 6 Effective Date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier specific date). (d) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default No event shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on continuing that constitutes a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent;Default. (e) The Revolving Facility Administrative Agent On the Effective Date, the Borrower shall have receivedpaid to the Agent, with respect for the ratable account of each of the Lenders that has executed and delivered a counterpart of this Amendment to each Borrower Partythe Agent prior to 12:00 Noon (New York City time) on April 18, a loan certificate signed 2001, an amendment fee of 0.25% on the aggregate Commitments of such Lender as of the Effective Date, it being understood that no amendment fee shall be payable by the secretary or assistant secretary Borrower for the account of such Personany Lender if this Amendment has not been approved prior to 12:00 Noon (New York City time) on April 18, certifying a true, complete and correct copy of 2001 by the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment;Required Lenders. (f) The Revolving Facility Administrative Agent shall have received a certificate All of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all accrued fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment and the Lenders (including the reasonable accrued fees and documented fees, disbursements expenses of counsel for the Agent) that are then due and other charges payable shall have been paid in full. The effectiveness of Shearman & Sterling LLP as counsel this Amendment is further conditioned upon the accuracy of all of the factual matters described herein. This Amendment is subject to the Administrative Agents)provisions of Section 9.01 of the Credit Agreement, except that no amendment or waiver of any provision of this Section 2, nor consent to any departure by the Parent Guarantor or the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders.

Conditions of Effectiveness. This Amendment shall become effective as --------------------------- upon satisfaction of the date (the “Seventh Amendment Effective Date”) on which the following conditions precedent, each of which shall have been satisfied (or waived):be in form and substance reasonably satisfactory to Agent and its counsel. (a) The Revolving Facility Administrative Agent shall have received counterparts six (6) copies of this Amendment duly executed by the Borrowers, the Revolving Facility Lenders each Borrower and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”)each Lender; (b) After giving effect Each Borrower shall have executed and delivered to this Amendment and Agent, for the transactions contemplated hereby, the representations and warranties set forth in Article 5 benefit of the respective Lenders, a third amended and restated Revolving Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuingNote for each Lender; (c) Immediately prior toAgent shall have received, for the pro rata benefit of the Lenders, an amendment fee in the sum of $25,000, and after giving effect to reimbursement for all fees and expenses incurred in connection with this AmendmentAmendment (including, without limitation, the Commitment Increase pursuant legal fees and expenses of counsel to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00Agent); (d) The Revolving Facility Administrative Agent shall have received a legal opinion copy of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPthe resolutions, counsel to effective as of the Borrower PartiesAmendment No. 2 Closing Date, addressed to the Lender Group in form and substance reasonably satisfactory to Agent, of the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have receivedBoard of Directors or the Members, with respect to as the case may be, of each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment, each third amended and restated Revolving Credit Note, and any related agreements (collectively the "Documents") certified by the Secretary or an Assistant Secretary of each Borrower; and such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate; (fe) The Revolving Facility Administrative Agent shall have received a certificate of the secretary Secretary or an assistant secretary Assistant Secretary of each Borrower, dated as of the Administrative Amendment No. 2 Closing Date, as to the incumbency and signature of the officers of each Borrower confirming compliance executing this Amendment, each third amended and restated Revolving Credit Note, and any certificate or other documents to be delivered by it pursuant hereto, together with evidence of the conditions precedent set forth incumbency of such Secretary or Assistant Secretary; (f) Agent shall have received the executed legal opinion of Davis Graham & Stubbs LLP, in clause (b) of form and substance reasonably satisfac▇▇▇▇ ▇▇ ▇▇▇▇t w▇▇▇▇ ▇hall cover such EXHIBIT 10.1 matters incident to the transactions contemplated by this Section 5Amendment, each third amended and restated Revolving Credit Note, and any related agreements as Agent may reasonably require, and each Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders; (g) The Borrowers Agent shall have paid all fees received such other certificates, instruments, documents, agreements and opinions of counsel as may be reasonably required to be paid to be paid by Agent or its counsel relating to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent transactions contemplated in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)Amendment.

Conditions of Effectiveness. This Amendment shall become effective on and as of the date (such date, the “Seventh Amendment No. 1 Effective Date”) on upon which all of the following conditions set forth in this Section 5 shall have been satisfied (or waived):satisfied: (a) The Revolving Facility Substantially concurrent with or prior to the funding of the Amendment No. 1 Term Loan on the Amendment No. 1 Effective Date, the Amendment No. 1 Acquisition will have been consummated in accordance with the terms of the Amendment No. 1 Acquisition Agreement and all conditions precedent to the consummation of the Amendment No. 1 Acquisition, as set forth in the Amendment No. 1 Acquisition Agreement, will have been satisfied without any waiver, amendment, supplement or other modification that is materially adverse to the interests of Administrative Agent or Lenders unless Administrative Agent will have consented thereto, such consent not to be unreasonably withheld or delayed. (b) Receipt by Administrative Agent of counterparts of (i) this Amendment duly executed by each Credit Party, Lenders and Administrative Agent, (ii) a Joinder Agreement to the Credit Agreement duly executed by Merger Sub, Target (BiteSquad) and its Subsidiaries and the Administrative Agent, with all schedules and attachments contemplated thereby, (iii) a Joinder Agreement to the Pledge and Security Agreement duly executed by Merger Sub, Target (BiteSquad) and its Subsidiaries and the Collateral Agent, with all schedules and attachments contemplated thereby, (iv) a Pledge Amendment to the Pledge and Security Agreement duly executed by Holdings and Target (BiteSquad) and the Collateral Agent, with all schedules and attachments contemplated thereby, (v) a Perfection Certificate duly executed by the Borrower, with all schedules and attachments contemplated thereby, and (iv) an Intellectual Property Security Agreement duly executed by Target (BiteSquad) and its applicable Subsidiaries with respect to the trademarks owned by such Persons, with all schedules and attachments contemplated thereby. (c) Administrative Agent shall have received counterparts (i) a certificate of this each Credit Party, dated the Amendment No. 1 Effective Date and executed by a secretary, assistant secretary or other senior officer (as the Borrowerscase may be) thereof, which shall (A) certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors, board of managers, members or other governing body authorizing the execution, delivery and performance of the Credit Documents to which it is a party and, in the case of Borrower, the Revolving Facility Lenders borrowings hereunder, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (B) identify by name and title and bear the Increasing Lenders onsignatures of the officers, managers, directors or prior toauthorized signatories of such Credit Party authorized to sign the Credit Documents to which it is a party on the Amendment No. 1 Effective Date and (C) certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of such Credit Party certified as of a recent date by the relevant authority of the jurisdiction of organization of such Credit Party and a true and correct copy of its by-laws or operating, 3:00 p.m.management, New York City time on April 17, 2015 partnership or similar agreement and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the “Consent Deadline”);only amendments thereto as of such date) and (ii) a good standing (or equivalent) certificate as of a recent date for such Credit Party from its jurisdiction of organization. (bd) After On the Amendment No. 1 Effective Date after giving effect to this Amendment and Amendment, (i) the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Specified Merger Agreement Representations (as amended by this Amendmentdefined below) are shall be true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations required by the last paragraph of this Section 5 and warranties expressly relate to an earlier date the Specified Representations (in which case such representations and warranties as defined below) shall be true and correct in all material respects as of such earlier date) (other than any Specified Representations which are qualified by materiality, material adverse effect or similar language, which Specified Representations shall be true and immediately prior to and correct in all respects after giving effect to such qualification); provided, that to the Seventh extent any Specified Representation is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, the definition thereof shall be the definition of “BiteSquad Material Adverse Effect” (as defined in the Amendment No. 1 Acquisition Agreement) for purposes of the making or deemed making of such Specified Representation on or as of the Amendment No. 1 Effective DateDate (or any date prior thereto), (ii) no Default or Event of Default event shall have occurred and be continuing; continuing or would result from the consummation of the Amendment No. 1 Term Loan that would constitute an Event of Default under Sections 8.1(a), (cf) Immediately prior toor (g) of the Existing Credit Agreement, (iii) since the date of the most recent balance sheet included in the Interim Financial Statements (as defined in the Amendment No. 1 Acquisition Agreement), there shall not have occurred any BiteSquad Material Adverse Effect (as defined in the Amendment No. 1 Acquisition Agreement and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawniv) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal certificate of each Credit Party, dated the Amendment No. 1 Effective Date and executed by an Authorized Officer thereof, confirming that as of the Amendment No. 1 Effective Date the foregoing clauses (i), (ii) and (iii) are satisfied. (e) Administrative Agent shall have received a Solvency Certificate from the chief financial officer (or other financial officer with reasonably equivalent responsibilities) of Holdings certifying as to the matters set forth therein dated as of the Amendment No. 1 Effective Date. (f) Administrative Agent shall have received an Amendment No. 1 Term Loan Funding Notice with respect to the Amendment No. 1 Term Loan in accordance with the requirements of the Amended Credit Agreement. (g) Subject in all respects to the last paragraph of this Section 5, all documents and instruments required to create and perfect Administrative Agent’s security interests in the Collateral shall have been executed and delivered by Holdings, Borrower, Target (BiteSquad) and its Subsidiaries and any other Guarantors and, if applicable, be in proper form for filing. (h) Administrative Agent shall have received a completed Perfection Certificate dated the Amendment No. 1 Effective Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby, together with the delivery of (A) the results of a recent lien search, by a Person satisfactory to Collateral Agent, of, including but not limited to, all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of Target (BiteSquad) in the jurisdictions specified in the Perfection Certificate, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens). (i) Subject to Section 6 hereof, Collateral Agent shall have received a certificate from Borrower’s insurance broker or other evidence satisfactory to it that all insurance required to be maintained with respect to Target (BiteSquad) pursuant to Section 5.5 of the Amended Credit Agreement is in full force and effect, naming the Collateral Agent, for the benefit of Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.5 of the Amended Credit Agreement. (j) Parent and its Subsidiaries and Target (BiteSquad) shall have (i) repaid in full all Indebtedness of Target (BiteSquad) and its Subsidiaries (other than Indebtedness permitted to remain outstanding after the Amendment No. 1 Effective Date) (collectively, the “Amendment No. 1 Existing Indebtedness”), (ii) terminated any commitments to lend or make other extensions of credit thereunder and (iii) delivered to Administrative Agent all documents or instruments necessary to release all Liens securing Amendment No. 1 Existing Indebtedness or other obligations of Parent and its Subsidiaries or Target (BiteSquad) thereunder being repaid on the Amendment No. 1 Effective Date. (k) Prior to or simultaneously with the initial incurrence of the Amendment No. 1 Term Loan, the Amendment No. 1 Equity Issuance shall be consummated. (l) Administrative Agent shall have received (i) the audited financial statements of Target (BiteSquad) and its Subsidiaries, for the Fiscal Years ended December 31, 2016 and 2017, consisting of consolidated balance sheets, statements of operations, statements of members’ equity and statements of cash flows for such Fiscal Years, and (ii) for the interim period from January 1, 2018 to September 30, 2018, unaudited financial statements of Target (BiteSquad) and its Subsidiaries, consisting of consolidated balance sheets, statements of operations, statements of members’ equity and statements of cash flows for such interim period, in the case of clauses (i) and (ii), certified by the chief financial officer of Target (BiteSquad) that they fairly present, in all material respects, the financial condition of Target (BiteSquad) and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject, if applicable, to changes resulting from audit and normal year-end adjustments. (m) Lenders and their respective counsel shall have received originally executed copies of a customary opinion of (i) Winston & ▇▇▇▇▇▇ LLP, counsel for the Credit Parties and Target (BiteSquad) and its Subsidiaries, and (ii) ▇▇▇▇, Plant, ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, P.A., local Minnesota counsel for Target (BiteSquad) and its Subsidiaries, in each case dated as of the Amendment No. 1 Effective Date in form and substance satisfactory to Administrative Agent (and each Credit Party hereby instructs such counsel to the Borrower Partiesdeliver such opinions to Agents and Lenders). (n) Parent, addressed Administrative Agent and Lenders (as defined therein) party to the Lender Group Parent Convertible Notes Credit Agreement will have executed and delivered an amendment to the Parent Convertible Notes Credit Agreement in form and substance reasonably satisfactory to the Revolving Facility Administrative Agent;. (eo) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy No later than two Business Days in advance of the resolutions of such Person (or its general partnerAmendment No. 1 Effective Date, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate all documentation and other information reasonably requested by the Lender with respect to Target (BiteSquad) and its Subsidiaries at least 10 days in advance of the secretary Amendment No. 1 Effective Date, which documentation or an assistant secretary of other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5;USA Patriot Act. (gp) The Borrowers Borrower shall have paid all fees and expenses required to be paid to be paid on the Amendment No. 1 Effective Date related to the Revolving Facility Lenders Transactions occurring on or before about the Seventh date hereof and payable to Administrative Agent, Lenders and third party service providers and, with respect to expenses, included in a summary invoice delivered to Borrower at least two Business Days prior to the Amendment No. 1 Effective Date (includingwhich amounts may be offset against the proceeds of the Amendment No. 1 Term Loan). Notwithstanding anything to the contrary in this Amendment, without limitation(i) the only representations and warranties the accuracy of which shall be a condition to the availability and funding of the Amendment No. 1 Term Loan on the Amendment No. 1 Effective Date shall be (A) such of the representations and warranties made by Target (BiteSquad) in the Amendment No. 1 Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Parent (or its applicable affiliate) has the right to terminate its obligations pursuant to the Amendment No. 1 Acquisition Agreement or otherwise decline to consummate the Amendment No. 1 Acquisition pursuant the Amendment No. 1 Acquisition Agreement as a result of a breach of such representations and warranties in the Amendment No. 1 Acquisition Agreement (to such extent, the Amendment Fees “Specified Merger Agreement Representations”) and (B) the Specified Representations (as defined below) made by Holdings, Borrower, Target (BiteSquad) and its subsidiaries and the Upfront Fees); and other Guarantors in the Credit Documents, and (hii) The Borrowers shall have paid all reasonable and documented costs and expenses the terms of the Revolving Facility Administrative Agent Credit Documents shall be in connection with a form such that they do not impair the availability or funding of the Amendment No. 1 Term Loan on the Amendment No. 1 Effective Date if the applicable conditions set forth in this Amendment Section 5 are satisfied (including the reasonable and documented feesit being understood that, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents).extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Amendment No. 1 Effective Date (other than the perfection of the security interest in the certificated equity interests of Borrower, Target (BiteSquad) and its subsidiaries and any other subsidiary Guarantor

Conditions of Effectiveness. This Amendment Agreement is subject to the provisions of Section 11.01 of the Credit Agreement, and shall become effective as when, and only when, each of the date (the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived):satisfied: (a) The Revolving Facility the Administrative Agent shall have received all of the following documents (in sufficient copies for each Lender), each such document (unless otherwise specified) dated the date of receipt thereof by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Amendment Agreement executed by (A) the Borrower and the Loan Party Representative (on behalf of the other Loan Parties), (B) the Required Lenders, (C) all the Tranche B Term Lenders identified on Schedule 2.01-A to this Agreement, (D) all Additional Lenders, (E) Lenders holding a majority of the Total Outstanding Amount of each Tranche of the Term Facility (other than the Tranche B Term Facility), and (F) the Required Revolving Lenders, or, as to any such Lender, advice satisfactory to the Administrative Agent that such Lender has executed this Agreement; (ii) a consent to this Agreement executed by each Guarantor; (iii) one or more Notes in the form of Exhibit C-1-BR to this Agreement, payable to the order of each Lender requesting such a Note, duly executed by the BorrowersBorrower, evidencing the Revolving Facility Lenders and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”)Tranche B Replacement Term Loans of such Lender; (biv) After giving effect to this Amendment a Certificate executed by a Responsible Officer of the Loan Party Representative, on behalf of itself and the transactions contemplated herebyother Loan Parties, dated the representations and warranties set forth in Article 5 of the Credit Agreement Effective Date, (as amended by this AmendmentA) are attaching true and correct in all material respects copies of resolutions of each Loan Party as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent execution and delivery of this Agreement and any such representations and warranties expressly relate to an earlier date Note or such consent of a Guarantor, as the case may be, (B) confirming the matters provided in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; subsection (c) Immediately prior tobelow, and after giving effect (C) as to this Amendment, such other matters as the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00;Administrative Agent may reasonably request; and (dv) The Revolving Facility Administrative Agent shall have received a legal opinion favorable opinions of Dow, ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP▇▇, PLC, special counsel to the Borrower Loan Parties, and of the General Counsel to the Loan Party Representative, on behalf of the Loan Parties, each addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have receivedand each Lender, as to such matters with respect to each Borrower Partythe Loan Parties, a loan certificate signed this Agreement, the Credit Agreement, as amended by the secretary or assistant secretary of this Agreement, such Person, certifying a true, complete Notes and correct copy such consents of the resolutions of such Person (or its general partner, members or manager, Guarantors as applicable) authorizing the execution, delivery and performance by such Person of this Amendment;Administrative Agent may reasonably request. (fb) The Revolving Facility the Administrative Agent shall have received a certificate payment of the secretary or an assistant secretary following: (i) for the account of each Tranche B Term Lender, accrued and unpaid interest on the Tranche B Term Loans of such Lender to the Agreement Effective Date, (ii) for the account of the Administrative Borrower confirming compliance with Agent, the conditions precedent set forth in clause (b) amount of this Section 5; (g) The Borrowers shall have paid all fees any expenses required to be paid to be paid to the Revolving Facility Lenders reimbursed on or before the Seventh Amendment Agreement Effective Date pursuant to Section 5.03 hereof, and (includingiii) for the account of any arranger in connection with the transactions contemplated hereby, without limitation, any amounts as may have been separately agreed with the Amendment Fees Borrower; (c) the representations and warranties of the Upfront Fees)Loan Parties contained in Section 5.04 hereof shall be true and correct in all material respects; and (hd) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel evidence that arrangements satisfactory to the Administrative Agents)Agent shall have been made for the application of the proceeds of the Tranche B Replacement Term Loans made by the Additional Lenders to the repayment of all Tranche B Term Loans which have not been designated for conversion pursuant to Section 4.01.

Conditions of Effectiveness. This Amendment shall become effective as of the date (first above written when, and only when, the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived): (a) The Revolving Facility Administrative Agent shall have received counterparts of this Amendment executed by the Borrowers, the Revolving Facility Lenders Company and the Increasing Majority Lenders onor, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment and the Administrative Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Administrative Agent, in sufficient copies for each Lender and in form and substance satisfactory to the Administrative Agent: (a) Certified copies of the resolutions of the Board of Directors of the Company and each Subsidiary Guarantor approving this Amendment and the Collateral Agreements (as hereinafter defined) to which it is or prior tois to be a party, 3:00 p.m., New York City time on April 17, 2015 (and the “Consent Deadline”);matters contemplated hereby and thereby. (b) After giving effect A certificate of the Secretary or an Assistant Secretary of the Company and each Subsidiary Guarantor certifying the names and true signatures of the officers of the Company and such Subsidiary Guarantor authorized to sign this Amendment and the transactions contemplated herebyCollateral Agreements to which they are or are to be a party and the other documents to be delivered hereunder and thereunder. (c) A security agreement in substantially the form of Exhibit A hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 7.15 of the Credit Agreement, in each case as amended, the "Security Agreement"), duly executed by the Company and each ------------------- Subsidiary Guarantor, together with evidence of the insurance required by the terms of the Security Agreement. (d) Deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust in substantially the form of Exhibit B hereto and covering the properties listed on Schedule II hereto (together with each other mortgage delivered pursuant to Section 7.15 of the Credit Agreement, in each case as amended, the "Mortgages", and together with the Security Agreement, the --------- "Collateral Agreements"), duly executed by the Company or the appropriate ---------------------- Subsidiary. (e) Evidence of insurance naming the Administrative Agent as additional insured with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is satisfactory to the Lenders. (f) A favorable opinion of ▇▇▇▇▇▇▇ & Torrance LLP, counsel for the Company and each Subsidiary Guarantor, in substantially the form of Exhibit C hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (g) A certificate signed by a duly authorized officer of the Company stating that: (i) The representations and warranties set forth contained in Article 5 Section 3 and in each of the Credit Agreement (as amended by Collateral Agreements delivered pursuant to this Amendment) Section 2 are true correct on and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect date of such certificate as though made on and as of such datedate other than any such representations or warranties that, except by their terms, refer to a date other than the date of such certificate; and (ii) No event has occurred and is continuing that constitutes a Default or an Event of Default. This Amendment is subject to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as provisions of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents).12.01

Conditions of Effectiveness. This Amendment shall become effective as of the date (the “Seventh Third Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived): (a) The Revolving Facility the Administrative Agent (or its counsel) shall have received counterparts of to this Amendment Amendment, duly executed by the Borrowers(i) Parent, the Revolving Facility Lenders Borrower and the Increasing other Loan Parties, and (ii) Consenting Lenders onconstituting the Required Lenders under, or and as defined in, the Credit Agreement (as determined as of the Third Amendment Effective Date, immediately prior toto giving effect to this Amendment), in each case prior to 3:00 p.m., New York City time time, on April 17May 7, 2015 (the “Consent Deadline”); (b) After after giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 III of the Amended Credit Agreement (as amended by this Amendment) are shall be true and correct in all material respects as of the Seventh Third Amendment Effective DateDate (provided that, in each case such materiality qualifier shall not be applied to any representations or warranties that pursuant to their terms are already qualified by materiality or Material Adverse Effect), with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (c) and immediately prior to and after giving effect to the Seventh Amendment Effective Datetransactions contemplated herein, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility the Administrative Agent shall have received a legal opinion certificate, dated as of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPthe Third Amendment Effective Date, counsel to signed by an Responsible Officer of the Borrower Parties, addressed certifying as to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause clauses (b) and (c) of this Section 5;3; and (ge) The Borrowers the Borrower shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (includingreasonable, without limitation, the Amendment Fees documented and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and invoiced out-of-pocket expenses of the Revolving Facility Administrative Agent in connection with this Amendment and the Lead Arrangers (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as LLP, counsel to the Administrative Agents)Agent and the Lead Arrangers) required to be paid by the Borrower and incurred in connection with the preparation and negotiation of this Amendment.

Conditions of Effectiveness. This Amendment shall become effective as of the date when, and only when (the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived):), (a) The Revolving Facility Administrative Agent the Noteholders shall have received counterparts executed originals of this Amendment executed by the Borrowers, the Revolving Facility Lenders and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”); (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 all of the Credit Agreement following documents, each (as amended by this Amendmentunless otherwise indicated) are true being dated the date hereof, in form and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably substance satisfactory to the Revolving Facility Administrative Agent;Noteholders: (ei) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary copies of such Person, certifying a true, complete and correct copy (A) all documents evidencing all requisite corporate action of the Company (including any and all resolutions of such Person (or its general partner, members or manager, as applicablethe Board of Directors of the Company) authorizing the execution, delivery and performance by such Person of this AmendmentAmendment and the matters contemplated hereby and thereby, and (B) all documents evidencing all consents and governmental approvals, if any, with respect to this Amendment and the matters contemplated hereby and thereby; (fii) The Revolving Facility Administrative Agent shall have received a certificate of the secretary Secretary or an assistant secretary Assistant Secretary of the Administrative Borrower confirming compliance with Company certifying the conditions precedent set forth in clause (b) names and true signatures of the officers authorized to sign this Section 5Amendment on behalf of the Company and any other documents to be delivered by the Company hereunder; (giii) The Borrowers shall have paid all fees required to be paid to be paid a certificate of a duly authorized officer of the Company, dated the date hereof and in form and detail satisfactory to the Revolving Facility Lenders on or before Required Holders, demonstrating that, after giving effect to the Seventh Amendment Effective Date transactions contemplated hereby (including, without limitation, after giving effect to all borrowings under the Amendment Fees Bank Agreement and all credit exposure), the Upfront Fees)ratio of (x) Funded Debt as at the date hereof to (y) EBITDA for the period of four (4) consecutive fiscal quarters ending on such date shall not exceed 3.25 to 1; (iv) the amended and restated Bank Agreement, in form and substance satisfactory to the Required Holders in all respects; and (hv) such other documents, instruments, approvals or opinions as any Noteholder may reasonably request, including, without limitation, an executed Joinder Agreement as to any new Guarantor, an amendment to the Intercreditor Agreement and an amendment to each of the relevant Security Documents, each in form and substance satisfactory to the Required Holders. (b) The Borrowers Company shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent (including attorney’s fees and expenses) incurred by any Noteholder in connection with this Amendment and the matters contemplated herein; and (including c) The representations and warranties contained herein shall be true on and as of the reasonable date hereof, there shall exist on the date hereof, no Event of Default or Default; there shall exist no material adverse change in the financial condition, business operation or prospects of the Company or its Subsidiaries since December 31, 2002 other than as reported by the Company in its quarterly reports on Form 10-Q filed with the Securities and documented feesExchange Commission for quarterly periods subsequent to December 31, disbursements 2002; and other charges of Shearman & Sterling LLP as counsel the Company shall have delivered to the Administrative Agents)Noteholders an Officer’s Certificate to such effect.

Conditions of Effectiveness. Upon satisfaction of the following, the effective date of this Amendment shall be November 9, 2001 (the "Effective Date"). This Amendment shall become effective as when, and only when, (a) the Noteholder shall have received all of the following documents, each (unless otherwise indicated) being dated the date hereof, in form and substance satisfactory to the Noteholder: (i) executed originals of each of this Amendment and the “Seventh Consent of Guarantors, attached hereto; (ii) a duly executed Credit Agreement Amendment Effective Date”) on in form and substance acceptable to the Noteholder under which the following all conditions shall have been satisfied (or waived): (a) The Revolving Facility Administrative Agent shall have received counterparts of this Amendment executed by the Borrowers, the Revolving Facility Lenders and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”)that is in full force and effect; (biii) After giving effect an executed allonge to the Note in the form of Exhibit D hereto, and otherwise acceptable to the Noteholder; (iv) executed originals of the Equity Appreciation Rights Agreement, in the form of Exhibit E hereto; (v) executed originals of the Letter Agreement, in form and substance satisfactory to the Noteholder, between the Company and the Noteholder; (vi) executed originals of an amendment to the Senior Debt Intercreditor Agreement, in form and substance acceptable to the Noteholder; (vii) a duly executed letter from General Electric Capital Corporation, in form and substance acceptable to the Noteholder, confirming that the conditions set forth in the securitization agreement with the Company have been satisfied; (viii) certified copies of the resolutions of the Board of Directors of the Company authorizing this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuingthereby; (cix) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary Secretary or an assistant secretary Assistant Secretary of the Administrative Borrower confirming compliance with Company certifying the conditions precedent set forth in clause (b) names and true signatures of the officers authorized to sign this Section 5Amendment on behalf of the Company and any other documents to be delivered by the Company hereunder; (gx) The Borrowers shall have paid all fees required to be paid to be paid the opinions of counsel to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees Company and the Upfront Fees)Guarantors containing such opinions and in form and substance acceptable to the Noteholder and its counsel; and (hxi) The Borrowers shall have paid all reasonable and documented costs and expenses of such other documents, instruments, approvals or opinions as the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)Noteholder may reasonably request.

Conditions of Effectiveness. This Amendment shall become effective as The effectiveness of the date amendment and restatement of the Existing Credit Agreement pursuant to Section 1 of this Restatement Agreement (the “Seventh Amendment Restatement Effective Date”) on which shall be subject to the satisfaction or waiver of the following conditions shall have been satisfied (or waived):precedent: (a) The Revolving Facility the Administrative Agent (or its counsel) shall have received counterparts a duly executed and completed counterpart hereof that bears the signature of this Amendment executed by (A) Parent and the Borrowers, (B) each 2026 Revolving Lender and each 2021 Term Lender, (C) the Revolving Facility Lenders constituting Required Lenders under the Existing Credit Agreement, (D) the Issuing Bank and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 Swingline Lender and (E) the “Consent Deadline”)Administrative Agent; (b) After giving effect a Borrowing Request with respect to this Amendment and the transactions contemplated hereby2021 Term Loan, the representations and warranties set forth in Article 5 executed by a Responsible Officer of the Credit Agreement (as amended by this Amendmentapplicable Borrower(s) are true and correct in all material respects as accordance with the requirements of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuingRestated Credit Agreement; (c) Immediately prior to, and after giving effect the Parent shall deliver to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion opinions of (i) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel for the Loan Parties, (ii) A&L Goodbody, Irish counsel for the Loan Parties, (iii) Elvinger, Hoss & Prussen, société anonyme, Luxembourg counsel for the Loan Parties, (iv) Torys LLP, Ontario counsel for the Loan Parties, (v) ▇▇▇▇▇▇ de ▇▇▇▇▇ LLP, Quebec counsel for the Loan Parties, (vi) ▇▇▇▇▇▇▇ (Bermuda) Limited, Bermuda counsel for the Loan Parties, (vii) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & Co LLC, Cyprus counsel for the Administrative Agent, (viii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, UK counsel for the Administrative Agent and (ix) NautaDutilh Avocats Luxembourg S.à ▇.▇., Luxembourg counsel for the Administrative Agent, in each case, in form and substance reasonably acceptable to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (ed) The Revolving Facility the Administrative Agent shall have received: (i) (x) a copy of the certificate, articles of association or articles of incorporation or other formation documents, including all amendments thereto, of each Loan Party, certified (to the extent available and customary in any non-U.S. jurisdiction, provided that no such certification shall be required to the extent the applicable Loan Party is formed or incorporated in (a) Canada or a province or territory thereof) or (b) the Grand Duchy of Luxembourg) as of a recent date by the Secretary of State of the state of its organization (or similar Governmental Authority in any foreign jurisdiction with respect to any such Loan Party organized outside the United States of America), and (to the extent available and customary in a non-U.S. jurisdiction) a certificate as to the good standing of each Borrower Partysuch Loan Party as of a recent date, from such Secretary of State (or similar Governmental Authority in any foreign jurisdiction (to the extent available in that foreign jurisdiction) with respect to any Loan Party organized outside the United States of America); and (y) a loan certificate signed by of the secretary or assistant secretary (to the extent customary in a non-U.S. jurisdiction) of each Loan Party or the secretary or assistant secretary of the managing body of such PersonLoan Party (or, of a manager or director, if applicable and customary, in the case of any Foreign Loan Party) dated the Restatement Effective Date and certifying (A) that attached thereto is a true, true and complete and correct copy of the resolutions by-laws, articles of association (or similar governing documentation) of such Person Loan Party as in effect on the Restatement Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or its general partner, members or manager, as applicable) similar governing body of such Loan Party authorizing the execution, delivery and performance by of the Loan Documents to be entered into in connection with the transactions contemplated hereby and to which such Person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) unless delivery is not customary in the jurisdiction of any Foreign Loan Party, as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (ii) with respect to each Loan Party organized under the laws of the Grand Duchy of Luxembourg, a copy of an excerpt from the Luxembourg Register of Commerce and Companies in relation to it dated no earlier than one (1) Business Day prior to the Restatement Effective Date and a copy of a certificate of non registration of a judicial decision (certificat de non-inscription d’une décision judiciaire) issued by the Luxembourg Register of Commerce and Companies dated no earlier than one (1) Business Day prior to the Restatement Effective Date; (iii) a certificate dated the Restatement Effective Date executed by a Responsible Officer of Parent certifying that the conditions set forth in Section 4.02 of the Restated Credit Agreement have been satisfied (with all references in such Section 4.02 of the Restated Credit Agreement to any Credit Event being deemed to be references to this AmendmentRestatement Agreement on the Restatement Effective Date); (iv) a certificate of Parent, signed by an authorized signatory of Parent, in substantially the form attached to the Restated Credit Agreement as Exhibit E thereto; (v) a duly executed and completed counterpart of the Acknowledgment and Confirmation, in substantially the form attached hereto as Exhibit C, bearing the signature of an authorized officer of each Loan Party; (vi) a duly executed and completed counterpart of a Luxembourg law governed master security confirmation agreement relating to the Lux Security Documents, bearing the signature of an authorized officer of each of the Loan Parties party thereto and the Collateral Trustee; (vii) an Irish-law governed Deed of Confirmation duly executed and completed by each of the parties thereto; (viii) an English law governed supplemental debenture duly executed by the Loan Parties party thereto and the Collateral Agent; and (ix) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, requested not less than ten Business Days prior to the date hereof; (e) the Administrative Agent and the Lead Arrangers shall have received all fees due and payable thereto on or prior to the Restatement Effective Date and, to the extent invoiced at least two Business Days prior to the Restatement Effective Date, reimbursement of all reasonable and out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) in connection with this Restatement Agreement required to be reimbursed and paid by the Loan Parties under the Existing Credit Agreement; and (f) any Existing Term Loans that are not continued as New Term Loans (including all accrued and unpaid interest thereon) shall be repaid in full. The Revolving Facility Administrative Agent shall have received a certificate notify the Parent and the Lenders of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers Restatement Effective Date, and such notice shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees conclusive and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)binding.

Conditions of Effectiveness. This Amendment shall become effective as when, and only upon the satisfaction of each of the date (the “Seventh Amendment Effective Date”) following conditions, such satisfaction to occur on which the following conditions shall have been satisfied (or waived):prior to August 31, 2000: (a) The Revolving Facility Administrative Agent shall have received counterparts of this Amendment executed by the Borrowers, the Revolving Facility Lenders and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”); (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no No Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and in existence after giving effect to this Amendment; (b) the Noteholder shall have received executed originals of this Amendment and all of the following documents, each (unless otherwise indicated) being dated the Commitment Increase pursuant date hereof, in form and substance satisfactory to Section 2 the Noteholder: (i) The Notes; (ii) Copies of all documents evidencing all governmental approvals, if any, with respect to this Amendment and the matters contemplated hereby and thereby; (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers authorized to sign this Amendment on behalf of the Company and any transaction consummated other documents to be delivered by the Company hereunder; (iv) The Consent and Reaffirmation of the Facility Guarantors attached hereto by each of the Guarantors; (v) A duly executed Amendment No. 4, satisfactory to the Required Holders in connection therewithall respects, to the Senior Wachovia Bank Credit Agreement; (vi) A duly executed Amendment No. 4, satisfactory to the Required Holders in all respects, to the Bank of America Credit Agreement; (vii) A duly executed Global Amendment No. 2 to Intercreditor Agreements in form and substance satisfactory to Noteholder; (viii) A legal opinion of counsel to Company, as to such matters as the Noteholder may request; and (ix) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request. (c) The Company shall have paid to the Noteholder and the other Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greaterParties, calculated on a pro forma basisrata basis a fully-earned, than 4.50 non-refundable amendment fee in an amount equal to 1.00;0.25% of the total principal amount outstanding of the Senior Debt; 9 (d) The Revolving Facility Administrative Payment to the Person indicated below of the following amounts in immediately available funds: (i) to the Collateral Agent, Collateral Agent shall have received Fees in an amount equal to $1,425; (ii) to the Collateral Agent for Field Audit Expenses of the Collateral Agent with respect to Core Crown Crafts, CCIP, and Hamco, in the amount as set forth in a statement submitted to the Company; (iii) to the appropriate Secured Party, legal opinion fees and expenses of Jone▇, ▇▇y, Reav▇▇ & ▇ogu▇; ▇▇ng & ▇pal▇▇▇▇▇▇ ; ▇▇d Smith, Helms, Mull▇▇ & ▇oor▇, ▇▇▇▇▇▇▇ LLPP, counsel to the Borrower respective Secured Parties, addressed through the effective date of the Amendment, pursuant to statements submitted to the Lender Group Company (which statements may include estimates of time and reasonably satisfactory expenses to be incurred on and after the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary dates of such Person, certifying a true, complete posting of actual time and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent expenses set forth in clause (b) of this Section 5; (g) The Borrowers therein, which estimated amounts shall have paid all fees required be subject to be paid subsequent adjustment to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees reflect actual time and the Upfront Fees)expenses subsequently posted; and (hiv) The Borrowers shall have paid all reasonable and documented costs to the appropriate Secured Party, fees and expenses of consultants to the Revolving Facility Administrative Agent respective Secured Parties incurred in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges review of Shearman & Sterling LLP as counsel to the Administrative Agents)Company's proposed employee retention plan.

Conditions of Effectiveness. This Amendment No. 1 shall become effective as of the date first above written (the “Seventh Amendment Effective Date”) on which when, and only when, (i) the following conditions shall have been satisfied (or waived): (a) The Revolving Facility Administrative Agent shall have received counterparts of this Amendment No. 1 executed by the BorrowersCompany, the Revolving Facility Lenders Guarantor, the Successor Borrower, the Parent Guarantor and the Increasing Lenders onRequired Lenders, or prior to(ii) the Parent Guarantor has acquired the Company by means of a merger of the Company with and into a direct wholly-owned subsidiary of the Parent Guarantor, 3:00 p.m.as a result of which the Successor Borrower has become a Borrower under the Credit Agreement (it being understood that each Lender signing this Amendment No. 1 has thereby consented to such merger and to such wholly-owned subsidiary of the Parent Guarantor becoming a Borrower under the Credit Agreement) and (iii) the Agent shall have additionally received all of the following documents, New York City time on April 17each such document (unless otherwise specified) dated the date of receipt thereof by the Agent: (a) Certified copies of the resolutions of the Board of Directors of the Parent Guarantor and of the Board of Directors of the Successor Borrower, 2015 (respectively, approving this Amendment No. 1 and the “Consent Deadline”);matters contemplated hereby. (b) After giving effect A certificate of the Secretary or an Assistant Secretary of the Parent Guarantor and of the Secretary or an Assistant Secretary of the Successor Borrower, respectively, certifying the names and true signatures of the officers of the Parent Guarantor and the Successor Borrower, respectively, authorized to sign this Amendment and No. 1. (c) An opinion of Deputy General Counsel of the transactions contemplated herebyParent Guarantor, in substantially the form of Exhibit A. (d) An opinion of W▇▇▇▇▇ C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & R▇▇▇, special North Carolina counsel to the Parent Guarantor, in substantially the form of Exhibit B. (e) An opinion of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, special New York counsel to the Parent Guarantor, in substantially the form of Exhibit C. (f) A certificate signed by a duly authorized officer of the Company stating that: (i) The representations and warranties set forth contained in Article 5 Section 3 of the Credit Agreement (as amended by this Amendment) Amendment No. 1 are true correct on and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect date of such certificate as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date ; and (in which case such representations and warranties shall be true and correct in all material respects as of such earlier dateii) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have No event has occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on continuing that constitutes a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5;Default. (g) A certificate signed by a duly authorized officer of the Parent Guarantor stating that: (i) The Borrowers shall have paid all fees required to be paid to be paid to representations and warranties contained in Section 4.01 of the Revolving Facility Lenders Credit Agreement, as amended hereby, are correct on or before and as of the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees date of such certificate as though made on and the Upfront Fees)as of such date; and (hii) The Borrowers shall have paid all reasonable No event has occurred and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)is continuing that constitutes a Default.

Conditions of Effectiveness. This Amendment shall become effective on and as of the date (such date, the “Seventh Amendment No. 1 Effective Date”) on upon which all of the following conditions set forth in this Section 5 shall have been satisfied (or waived):satisfied: (a) The Revolving Facility Substantially concurrent with or prior to the effectiveness of this Amendment, the Amendment No. 1 Acquisition will have been consummated in accordance with the terms of the Amendment No. 1 Acquisition Agreement and all conditions precedent to the consummation of the Amendment No. 1 Acquisition, as set forth in the Amendment No. 1 Acquisition Agreement, will have been satisfied without any waiver, amendment, supplement or other modification that is materially adverse to the interests of Administrative Agent or Lenders unless Administrative Agent will have consented thereto, such consent not to be unreasonably withheld or delayed. (b) Receipt by Administrative Agent of counterparts of this Amendment duly executed by Borrower, Lenders and Administrative Agent. (c) Administrative Agent shall have received counterparts (i) a certificate of this Borrower, dated the Amendment No. 1 Effective Date and executed by a secretary, assistant secretary or other senior officer (as the Borrowerscase may be) thereof, which shall (A) certify that attached thereto is a true and complete copy of the Revolving Facility Lenders resolutions or written consents of its board of directors authorizing the execution, delivery and performance of the Increasing Lenders onCredit Documents to which it is a party and that such resolutions or written consents have not been modified, rescinded or prior toamended and are in full force and effect, 3:00 p.m.(B) identify by name and title and bear the signatures of the officers, New York City time directors or authorized signatories of Borrower authorized to sign the Credit Documents to which it is a party on April 17, 2015 the Amendment No. 1 Effective Date and (C) certify (x) that attached thereto is a true and complete copy of the “Consent Deadline”);certificate or articles of incorporation of Borrower certified as of a recent date by the relevant authority of the jurisdiction of organization of Borrower and a true and correct copy of its by-laws and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (ii) a good standing (or equivalent) certificate as of a recent date for Borrower from its jurisdiction of organization. (bd) After On the Amendment No. 1 Effective Date after giving effect to this Amendment and Amendment, (i) the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Specified Merger Agreement Representations (as amended by this Amendmentdefined below) are shall be true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations required by the last paragraph of this Section 5 and warranties expressly relate to an earlier date the Specified Representations (in which case such representations and warranties as defined below) shall be true and correct in all material respects as of such earlier date) (other than any Specified Representations which are qualified by materiality, material adverse effect or similar language, which Specified Representations shall be true and immediately prior to and correct in all respects after giving effect to such qualification); provided, that to the Seventh extent any Specified Representation is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, the definition thereof shall be the definition of “BiteSquad Material Adverse Effect” (as defined in the Amendment No. 1 Acquisition Agreement) for purposes of the making or deemed making of such Specified Representation on or as of the Amendment No. 1 Effective DateDate (or any date prior thereto), (ii) no Default or Event of Default event shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, continuing or would result from the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy consummation of the resolutions Amendment No. 1 Term Loan that would constitute an Event of such Person (or its general partnerDefault under Sections 8.1(a), members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility or (g) of the Existing Credit Agreement, (iii) since the date of the most recent balance sheet included in the Interim Financial Statements (as defined in the Amendment No. 1 Acquisition Agreement), there shall not have occurred any BiteSquad Material Adverse Effect (as defined in the Amendment No. 1 Acquisition Agreement and (iv) Administrative Agent shall have received a certificate of Borrower, dated the secretary or Amendment No. 1 Effective Date and executed by an assistant secretary Authorized Officer thereof, confirming that as of the Amendment No. 1 Effective Date the foregoing clauses (i), (ii) and (iii) are satisfied. (e) Administrative Agent shall have received a Solvency Certificate from the chief financial officer (or other financial officer with reasonably equivalent responsibilities) of Borrower confirming compliance with certifying as to the conditions precedent matters set forth in clause (b) therein dated as of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents).No. 1

Conditions of Effectiveness. This Amendment shall become effective as of the date (the “Seventh Amendment Effective Date”) on which when, and only when, the following conditions precedent shall have been satisfied (or waived):satisfied, in each case as determined by the Administrative Agent in its sole discretion: (a) The Revolving Facility the Administrative Agent shall have received counterparts of (i) this Amendment Amendment, executed and delivered by the BorrowersAdministrative Agent, the Revolving Facility Lenders and each Loan Party, (ii) the Increasing Lenders onIntercreditor Agreement dated as of the date hereof executed and delivered by the Administrative Agent and General Electric Capital Corporation, or prior to, 3:00 p.m., New York City time on April 17, 2015 (iii) the “Consent Deadline”);Security Agreement dated as of the date hereof executed and delivered by the Administrative Agent as agent for General Electric Capital Corporation and each of the Grantors named therein and (iv) the Security Agreement dated as of the date hereof executed and delivered by General Electric Capital Corporation as agent for the Administrative Agent and each of the Grantors named therein. (b) After giving effect Holdco shall have received a cash capital contribution to this Amendment its common equity of not less than $6,000,000 from Precision Partners, L.L.C., contributed the proceeds thereof to the common equity of the Borrower and the transactions contemplated hereby, Borrower shall have applied the representations and warranties set forth in Article 5 proceeds thereof to the reduction of the Credit Revolving Loans; and the Administrative Agent shall have received from Bank of America, N.A., reasonably satisfactory evidence that the sources of the cash capital contribution made by Precision Partners, L.L.C. are $5,000,000 transferred by ▇▇▇▇▇▇▇▇, ▇▇▇▇ and ▇▇▇▇▇▇ and $1,000,000 transferred by ▇▇▇▇ ▇. ▇▇▇▇ to the account of the Borrower with Bank of America, N.A.; (i) the Administrative Agent shall have received certified copies of (A) the Master Lease Agreement dated as of March 31, 2000 between General Electric Capital Corporation, for itself and as agent for certain participants ("GE CAPITAL"), as amended by this Amendmentlessor, and Galaxy, Mid State, Nationwide Precision Products Corp. and General Automation, Inc., as lessees, together with all of the documents executed and delivered in connection therewith and any supplements, modifications and amendments thereto (the "LEASE AGREEMENT") are true and correct in all material respects (B) the Amended and Restated Master Lease Agreement dated as of the Seventh Amendment Effective Datedate hereof between GE Capital, as lessor, and Galaxy, Mid State, Nationwide Precision Products Corp. and General Automation, Inc., as lessees (the "LEASE AGREEMENT AMENDMENT"), together with all of the same effect as though made on documents executed and as of such date, except delivered in connection therewith and (ii) all conditions precedent to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as effectiveness of such earlier date) and immediately prior to and after giving effect to the Seventh Lease Agreement Amendment Effective Date, no Default or Event of Default shall have occurred and be continuingbeen satisfied or waived; (ci) Immediately prior tothe Administrative Agent shall have received certified copies of the Loan, Security and Guaranty Agreement dated as of the date hereof between GE Capital, as lender, and after giving effect to this AmendmentGalaxy, MidState, Nationwide Precision Products Corp. and General Automation, Inc., as borrowers (the Commitment Increase pursuant to Section 2 "EQUIPMENT FINANCE AGREEMENT"), together with all of the documents executed and any transaction consummated delivered in connection therewith, (ii) all conditions precedent to the Senior Secured Leverage Ratio effectiveness of the Equipment Finance Agreement shall have been satisfied or waived, (assuming iii) GE Capital shall have advanced no less than $9,000,000 thereunder for the Revolving Loan Facility is fully drawnpurchase of "New Equipment" as defined in the Equipment Finance Agreement and (iv) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility the Administrative Agent shall have received a certificate setting forth the receipt and disbursement of all amounts advanced under the Equipment Finance Agreement; (e) the Administrative Agent shall have received a certified copy of the Business Plan, accompanied by a certificate of a Responsible Officer certifying to the Administrative Agent and the Lenders that the Business Plan has been prepared in good faith based upon the assumptions contained therein and all information available to the Loan Parties at the time of preparation thereof and, as of the date of such certificate, such Responsible Officer is not aware of any information contained in the Business Plan which is false or misleading in any material respect or of any omission of information which causes the Business Plan to be false or misleading in any material respect; (f) the Administrative Agent shall have received the results of Requests for Information (Form UCC-11), tax lien, judgment lien and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor in each of the jurisdictions where assets of the Loan Parties are located and each such Loan Party's principal place of business is located, and such search shall reveal no liens on any of the assets of the Loan Parties except for Permitted Liens; (g) the Administrative Agent shall have received, with a counterpart for each Lender, a certificate of each Loan Party, substantially in the form of Exhibit A hereto; (h) the Administrative Agent shall have received for the account of the Lenders which sign this Amendment an amendment fee in the amount of $200,000.00 to be shared pro rata among such Lenders; (i) the Administrative Agent and each Lender shall have received reimbursement for all reasonable costs, fees and expenses, including legal fees, incurred in connection with the development, negotiation, preparation and execution of this Amendment and the other documents being executed and delivered herewith and all due diligence in connection therewith; (j) the Administrative Agent shall have received the legal opinion of ▇▇▇▇▇▇ , Day, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower PartiesPrecision Group Members and Holdco, addressed to substantially in the Lender Group form of Exhibit B hereto and reasonably opinions of counsel regarding Maine and Michigan law, from counsel and in form and substance satisfactory to the Revolving Facility Administrative Agent; (ek) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate insurance certificates satisfying the requirements of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)Security Documents.

Conditions of Effectiveness. This Amendment (a) The Agreement shall become effective as of the date (Effective Date of this Agreement upon the “Seventh Amendment Effective Date”) on which satisfaction of all of the following conditions conditions: (i) Borrowers shall have been satisfied delivered to Administrative Agent an original (or waived):executed faxed or electronic copy) of this Agreement, duly executed by each of the Loan Parties; (aii) The Revolving Facility Borrowers shall have delivered to Administrative Agent fully executed copies of any Investor Notes executed in connection with the increase in Parent Subordinated Debt contemplated hereunder and the same shall be in full force and effect, and shall be satisfactory in all respects to Administrative Agent; (iii) Administrative Agent shall have received counterparts of this Amendment executed by evidence that the Borrowers, the Revolving Facility Lenders and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”); (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 full proceeds of the Credit Agreement (additional Parent Subordinated Debt contemplated hereunder received by Parent shall have been contributed as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except equity to the extent such representations capital of Danimer Holdings in form and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably substance satisfactory to the Revolving Facility Administrative Agent; (eiv) The Revolving Facility Administrative Agent each of the representations and warranties contained in Section 6 of this Agreement shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a be true, complete correct and correct copy accurate as of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person date of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees)Agreement; and (hv) The Borrowers shall have paid the receipt by Administrative Agent of the payment, in immediately available funds, of all reasonable and documented costs out-of-pocket fees, costs, charges and expenses of the Revolving Facility incurred by Administrative Agent in connection with the preparation, execution and delivery of this Amendment (Agreement or any of the transactions arising hereunder or otherwise related hereto or referred to herein, including any actual out-of-pocket costs, expenses, charges or expenses of Administrative Agent and the reasonable and documented fees, charges and disbursements of counsel for Administrative Agent. (b) The parties hereto specifically acknowledge and agree that: (i) the execution and delivery of this Agreement shall not be deemed to create a course of dealing or otherwise obligate Administrative Agent or Lenders to execute similar agreements under the same, similar or different circumstances in the future; and (ii) neither Administrative Agent nor any Lender has any obligation to further amend provisions of, or waive compliance with or consent to a departure from the requirements of, the Existing Loan Agreement or any of the other charges Loan Documents. Except as expressly amended pursuant hereto, the Existing Loan Agreement and each of Shearman & Sterling LLP as counsel the other Loan Documents shall remain unchanged and in full force and effect and are hereby ratified and confirmed in all respects, and the Collateral described in the Loan Documents shall continue to secure the Obligations. Each of the Guarantors party hereto: (i) specifically consents to the Administrative Agents)terms of this Agreement; (ii) reaffirms its obligations under its Guaranty and under all other Loan Documents to which it is a party; (iii) reaffirms the waivers of each and every one of the defenses to such obligations as set forth in such Guaranty and each such other Loan Document; and (iv) reaffirms that its obligations under such Guaranty and each such other Loan Document are separate and distinct from the obligations of any other party under the Loan Documents.

Conditions of Effectiveness. This Tenth Amendment shall --------------------------- become effective as of the date (hereof when the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived): (a) The Revolving Facility Administrative Agent shall have received counterparts of this Tenth Amendment executed by the BorrowersBorrower and the Majority Lenders, or, as to any of the Lenders, advice satisfactory to the Agent that such Lenders have executed counterparts of this Tenth Amendment. Notwithstanding the provisions of the foregoing sentence, the Revolving Facility Lenders amendment to the definition of "Net Income Available for Fixed Charges" contemplated by Section 1(a) of this Tenth Amendment shall not become effective until: (a) the definition of "Consolidated Net Income Available for Fixed Charges" contained in paragraph 10B of the Amended and Restated Note Agreement, dated as of May 10, 1994, between the Borrower and the Increasing Lenders onnote holders parties thereto and relating to the Borrower's 9.33% Senior Notes, or prior toas such agreement has been amended to date, 3:00 p.m., New York City time on April 17, 2015 (shall have been amended in substantially the “Consent Deadline”)same manner as set forth in Section 1(a) hereof; (b) After giving effect to this Amendment the definition of "Consolidated Net Income Available for Fixed Charges" contained in paragraph 10B of the Amended and Restated Note Agreement, dated as of May 10, 1994, between the Borrower and the transactions contemplated herebynote holders parties thereto and relating to the Borrower's 9.35% Senior Notes, as such agreement has been amended to date, shall have been amended in substantially the representations and warranties same manner as set forth in Article 5 Section 1(a) hereof; and (c) the Sublease Agreement, dated as of September 14, 1992, between the Borrower and State Street Bank and Trust Company of California, National Association, and an individual trustee, not in their individual capacities but solely as owner trustees under a trust for the benefit of General Electric Capital Corporation, as amended to date, shall have been amended to incorporate by reference the definition of "Net Income Available For Fixed Charges" contained in Section 1.01 of the Credit Agreement (Agreement, as amended by this Tenth Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents).

Conditions of Effectiveness. This Amendment shall become effective as The following constitute conditions precedent to the effectiveness of the date (the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived):this Amendment: (a) The Revolving Facility Administrative Agent shall have received counterparts Execution and delivery of this Amendment executed by the BorrowersAFL, the Revolving Facility Lenders General Partner and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”)Liquidity Agent; (b) After giving effect to this Amendment The Liquidity Agent and the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects AFL shall have received as of the Seventh date hereof a copy of the written confirmation delivered to AFL by each of S&P and Mood▇'▇ ▇▇ the effect that this Amendment Effective Date, with will not result in the same effect as though made on and as downgrading or withdrawal of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as then current ratings of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuingCommercial Paper Notes; (c) Immediately prior to, Each Liquidity Lender and after giving effect the Credit Enhancer shall each have delivered written consent to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00Amendment evidenced by their execution of ANNEX A hereto; (d) The Revolving Facility Administrative Agent AFL shall have received a legal opinion delivered prior written notice of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel this Amendment to the Borrower PartiesRating Agencies, addressed to the Lender Group Depositary, the Agent, the Liquidity Agent and reasonably satisfactory to the Revolving Facility Administrative Agenteach Dealer; (e) AFL shall have delivered a fully executed copy of this Amendment to the Rating Agencies, the Depositary, the Agent, the Liquidity Agent and each Dealer; (f) The Revolving Facility Administrative Liquidity Agent shall have receivedreceived (i) from AFL evidence that all necessary partnership action has been taken to authorize the execution, with respect to each Borrower Party, delivery and performance of this Amendment and (ii) from the General Partner (x) a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partnerBoard of Directors, members or managercertified as of the date hereof by the Secretary thereof, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment and (y) an incumbency certificate thereof with respect to its officers, agents or other representatives authorized to execute this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5;; and (g) The Borrowers Liquidity Agent shall have paid all fees required received an Opinion of Counsel to be paid to be paid AFL to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with effect that this Amendment (including has been duly authorized, executed and delivered and is the reasonable legal, valid and documented feesbinding obligation of AFL, disbursements and other charges of Shearman & Sterling LLP as counsel enforceable against it in accordance with its terms, subject to the Administrative Agents)exceptions set forth therein.

Conditions of Effectiveness. This Amendment shall become effective as of the date (the “Seventh Amendment Effective Date”) on which first above written when, and only when, the following conditions shall have been satisfied (or waived):satisfied: (a) The Revolving Facility Administrative the Agent shall have received counterparts of this Amendment executed by the BorrowersCompany, the Revolving Facility Lenders Majority Lenders, the Extending Lenders, and/or, as to any such Majority Lender and Extending Lender, advice satisfactory to the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”)Agent that such Lender has executed this Amendment; (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary Secretary or an assistant secretary Assistant Secretary of the Administrative Borrower confirming compliance Company, in form and substance satisfactory to the Agent, which certificate shall (i) certify as to the incumbency and signature of the officers of the Company executing this Amendment (with the conditions precedent set forth in clause President, a Vice President, the Secretary or Assistant Secretary of the Company attesting to the incumbency and signature of the Secretary or Assistant Secretary providing such certificate), (bii) have attached to it a true and correct copy of the resolutions of the Board of Directors of the Company, which resolutions shall authorize the execution, delivery and performance of this Section 5Amendment, and (iii) certify that, as of the date of such certificate (which shall not be earlier than the date hereof), none of such resolutions shall have been amended, supplemented, modified, revoked or rescinded; (gc) The Borrowers each Guarantor has executed and delivered a consent in the form of Annex A hereto; (d) the Agent shall have paid all fees required received an amendment fee for the account of each Extending Lender that has executed and delivered a signature page to be paid this Amendment in an amount equal to be paid to 0.25% of the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees)aggregate principal amount of such Extending Lender’s Loans; and (he) The Borrowers shall have paid all reasonable and documented costs other fees and expenses of the Revolving Facility Administrative Agent in connection with this Amendment and the Lenders (including the (i) all reasonable fees and documented fees, disbursements and other charges expenses of Shearman & Sterling LLP as counsel to the Administrative AgentsAgent and (ii) all retainers for counsel to the Agent and advisor to the Agent), to the extent invoiced prior to the date hereof, shall have been paid.

Conditions of Effectiveness. This Amendment shall become effective as of the date (set forth above when, and only when, the “Seventh Amendment Effective Date”) on which the following conditions Agent shall have been satisfied received (or waived):in sufficient copies for each Bank) the following: (a) The Revolving Facility Administrative Agent shall have received counterparts Counterparts of this Amendment executed by the BorrowersBorrower, the Revolving Facility Lenders Guarantor and all of the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”);Banks. (b) After giving Certified copies of the resolutions of the Board of Directors of the Borrower authorizing this Amendment and of all documents evidencing other necessary corporate action and governmental and regulatory approvals required to be obtained by it in connection therewith, certified by the Secretary or Assistant Secretary of the Borrower. (c) Certified copies of the resolutions of the Board of Directors of the Guarantor authorizing this Amendment and of all documents evidencing other necessary corporate action and governmental and regulatory approvals required to be obtained by it in connection therewith, certified by the Secretary or Assistant Secretary of the Guarantor. (d) A favorable opinion of counsel to the Borrower, to the effect set forth in Annex I to this Amendment and as to such other matters relating to the transactions contemplated hereby, hereby as any Bank through the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and may reasonably satisfactory to the Revolving Facility Administrative Agent;request. (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy A favorable opinion of the resolutions General Counsel of the Guarantor, to the effect set forth in Annex II to this Amendment and as to such Person (or its general partner, members or manager, other matters relating to the transactions contemplated hereby as applicable) authorizing any Bank through the execution, delivery and performance by such Person of this Amendment;Agent may reasonably request. (f) The Revolving Facility Administrative Evidence satisfactory to the Agent shall have received a certificate of and its counsel that the secretary or an assistant secretary of Guarantor has extended, through the Administrative Borrower confirming compliance with Termination Date as extended hereby, the conditions precedent Guarantee set forth in clause (b) Section 6.02 of this Section 5;the Existing Agreement. (g) The Borrowers shall have paid all fees required to be paid to be paid Evidence satisfactory to the Revolving Facility Lenders on or before Agent and its counsel that the Seventh Amendment Effective Guarantor has extended, through the Termination Date (including, without limitationas extended hereby, the Amendment Fees Guarantee set forth in Section 6.02 of the Multi-Year Credit Agreement, dated as of September 1, 1993, as amended, among the Borrower, the Guarantor, the banks party thereto and the Upfront Fees); andAgent. (h) The Borrowers shall have paid all reasonable and documented costs and expenses Evidence that the "Expiration Date" of the Revolving Facility Administrative Heat Purchase Contract has been extended to August 24, 2000. (i) Such other instruments, opinions or documents as any Bank through the Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)may reasonably request.

Conditions of Effectiveness. This Amendment shall become effective as The effectiveness of the date (amendments in Section 2 shall be subject to the “Seventh Amendment Effective Date”) on which satisfaction of each of the following conditions shall have been satisfied (or waived):precedent: (a) This Amendment and all documents described on Exhibit A hereto shall have been duly executed and delivered by the Borrowers and the Lenders party thereto and shall be in form and substance satisfactory to the Agent; (b) The Revolving Facility Administrative Agent shall have received counterparts of this Amendment received, in form and substance reasonably satisfactory to the Agent and duly executed by the Borrowers, a Note in favor of each Lender requesting a Note and reflecting the Revolving Facility Lenders and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”); (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as Commitment of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and Lender after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio ; (assuming the Revolving Loan Facility is fully drawnc) The Agent shall be no greatersatisfied with the results of lien searches with respect to the Borrowers and all filings, calculated on a pro forma basis, than 4.50 recordations and searches necessary or desirable (as reasonably determined by the Agent) to 1.00reflect the valid and perfected liens and security interests of the Agent shall have been duly made and all filing and recording fees and taxes shall have been duly paid; (d) The Revolving Facility Administrative Agent shall have received a legal opinion satisfactory opinions of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower PartiesLLP and appropriate local counsel, addressed to the Lender Group Agent and each Lender, as to such matters concerning the Borrowers, this Amendment and the other Loan Documents as the Agent may reasonably satisfactory to the Revolving Facility Administrative Agentrequest (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of this Amendment); (e) The Revolving Facility Administrative Agent shall have receivedreceived such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, with respect to existence and good standing of each member of the Borrower PartyAffiliated Group, a loan certificate signed the authorization of the transactions contemplated by the secretary Loan Documents and any other legal matters relating to the Borrower Affiliated Group, the Loan Documents or assistant secretary of such Personthe transactions contemplated thereby, certifying a true, complete all in form and correct copy of substance reasonably satisfactory to the resolutions of such Person (or Agent and its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendmentcounsel; (f) The Revolving Facility Administrative Agent No event shall have received occurred that could reasonably be expected to have a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5Material Adverse Effect; (g) The Agent shall have received and be satisfied with updated projections of the Borrowers in form and substance reasonably satisfactory to the Agent; (h) After giving effect to the consummation of the transactions contemplated on the Second Amendment Effective Date and the Credit Extensions made on the Second Amendment Effective Date, Excess Availability shall not be less than $150,000,000; (i) The Agent shall have received a Borrowing Base Certificate dated as of November 13, 2017 and executed by a Financial Officer of the Lead Borrower; (j) The Borrowers shall have (i) paid all fees then due to the Agent, Arrangers and the Lenders, (ii) reimbursed the Agent for all costs and expenses, including, reasonable appraisers, auditors, and attorneys’ fees, and (iii) shall have paid all fees required to in accordance with the terms of the Fee Letters; (k) The representations and warranties of the Borrowers contained in Section 4 shall be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees true and the Upfront Fees)correct; and (hl) The Borrowers Agent shall have paid all reasonable received such additional documents, instruments, and documented costs and expenses of agreements as the Revolving Facility Administrative Agent may reasonably request in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)transactions contemplated hereby.

Conditions of Effectiveness. This Amendment shall become effective as of the date (the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waivedwaived by the Sixth Amendment Incremental Term Lenders): (a) The Revolving Facility Administrative Agent Agents shall have received counterparts of this Amendment executed by the Borrowers, the Revolving Facility Lenders Borrowers and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”)Sixth Amendment Incremental Term Lenders; (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) and in the other Loan Documents are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such NY\6293685.6 representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after After giving effect to this Amendment, the Commitment Increase pursuant to Section 2 incurrence of the Sixth Amendment Incremental Term Loans and any transaction consummated in connection therewiththe other transactions contemplated herby, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greaterRatio, calculated on a pro forma basis, shall not be greater than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent Agents shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative AgentAgents; (e) The Revolving Facility Administrative Agent Agents shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this AmendmentAmendment and, with respect to Borrowers, authorizing the borrowings hereunder; (f) The Revolving Facility Administrative Agent Agents shall have received a certificate of the secretary or an assistant secretary Authorized Signatory of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) and clause (c) of this Section 54; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent Agents in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman ▇▇▇▇▇▇ & Sterling ▇▇▇▇▇▇▇ LLP as counsel to the Lead Arrangers); and (h) The Borrowers shall have paid to the Term Loan Administrative Agents)Agent, for the account of each Sixth Amendment Incremental Term Lender as of the Effective Date, closing fees in an amount equal to 0.50% of the aggregate amount of such Sixth Amendment Incremental Term Lender’s Sixth Amendment Incremental Term Loan Commitments; provided that such closing fees shall be payable to such Sixth Amendment Incremental Term Lender out of the proceeds of its Sixth Amendment Incremental Term Loans as and when funded on the Effective Date.

Conditions of Effectiveness. This Amendment and Waiver shall become effective as of the date (the “Seventh Amendment Effective Date”) on which first above written when, and only when, the following conditions shall have been satisfied (or waived):satisfied: (a) The Revolving Facility Administrative the Agent shall have received counterparts of this Amendment and Waiver executed by the BorrowersCompany, the Revolving Facility Lenders Majority Lenders, the Extending Lenders, and/or, as to any such Majority Lender and Extending Lender, advice satisfactory to the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”)Agent that such Lender has executed this Amendment and Waiver; (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary Secretary or an assistant secretary Assistant Secretary of the Administrative Borrower confirming compliance Company, in form and substance satisfactory to the Agent, which certificate shall (i) certify as to the incumbency and signature of the officers of the Company executing this Amendment and Waiver (with the conditions precedent set forth in clause President, a Vice President, the Secretary or Assistant Secretary of the Company attesting to the incumbency and signature of the Secretary or Assistant Secretary providing such certificate), (bii) have attached to it a true and correct copy of the resolutions of the Board of Directors of the Company, which resolutions shall authorize the execution, delivery and performance of this Section 5Amendment and Waiver, and (iii) certify that, as of the date of such certificate (which shall not be earlier than the date hereof), none of such resolutions shall have been amended, supplemented, modified, revoked or rescinded; (gc) The Borrowers each Guarantor has executed and delivered a consent in the form of Annex A hereto; (d) the Agent shall have paid all fees required received an amendment and waiver fee for the account of each Extending Lender that has executed and delivered a signature page to be paid this Amendment and Waiver in an amount equal to be paid to 0.05% of the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees)aggregate principal amount of such Extending Lender’s Loans; and (he) The Borrowers shall have paid all reasonable and documented costs other fees and expenses of the Revolving Facility Administrative Agent in connection with this Amendment and the Lenders (including the (i) all reasonable fees and documented fees, disbursements and other charges expenses of Shearman & Sterling LLP as counsel to the Administrative AgentsAgent and (ii) all retainers for counsel to the Agent and advisor to the Agent), to the extent invoiced prior to the date hereof, shall have been paid.

Conditions of Effectiveness. This Sixth Amendment shall become not be effective as of until the date (the “Seventh Amendment Effective Date”) on which each of the following conditions shall have precedent has been satisfied (or waived):satisfied: (a) The Revolving Facility the Administrative Agent shall have has received counterparts a counterpart of this Sixth Amendment (which may be by telecopy or other electronic transmission) executed by the BorrowersBorrower, the Revolving Facility MLP, the other Loan Parties, the Administrative Agent, and Lenders and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”)constituting Required Lenders; (b) After giving effect to this Amendment and the transactions contemplated hereby, Administrative Agent has received a certificate signed by a Responsible Officer of the Borrower certifying that (i) the representations and warranties set forth contained in Article 5 V of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent date (unless such representations and warranties expressly relate specifically refer to an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (ii) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have has occurred and is continuing under the Credit Agreement as of such date, (iii) since December 31, 2016, there has been no event or circumstance that has or could reasonably be continuing;expected to have a Material Adverse Effect, (iv) there is no litigation, investigation or proceeding known to and affecting the Borrower or any affiliate for which the Borrower is required to give notice under the Credit Agreement, and (v) no action, suit, investigation or proceeding is pending or, to the knowledge of such officer, threatened in any court or before any arbitrator or Governmental Authority by or against the Borrower, any Guarantor, the MLP’s general partner, or any of their respective properties that could reasonably be expected to have a Material Adverse Effect; and (c) Immediately the Borrower has paid (i) an amendment fee to the Administrative Agent (for the benefit of each Lender party hereto) in an aggregate amount equal to 0.10% of each such Lender’s Commitment as of the date hereof and (ii) the Administrative Agent’s reasonable legal fees and expenses to the extent invoiced prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00closing; (d) The Revolving Facility the Administrative Agent shall have has received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to such other documents as may be reasonably required by the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; , including a Borrowing Base Certificate and Committed Loan Notice (eFinanced Inventory) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required Loans deemed to be paid to be paid to Inventory Financing Loans on the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)date hereof.

Conditions of Effectiveness. This Amendment is subject to the provisions of Section 8.01 of the Credit Agreement. This Amendment shall become effective as of the date (of the “Seventh Amendment Effective Date”) on which origination of the following conditions shall have been satisfied (or waived): (a) The Revolving Facility HEI Default when the Administrative Agent shall have received counterparts of this Amendment executed by the BorrowersBorrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment and Sections 1, 2 and 3 hereof shall become effective as of such date when, and only when, on or before June 1, 1998 the Administrative Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Administrative Agent (unless otherwise specified): (a) Certified copies of (i) the resolutions of the Board of Directors of (A) the Borrower approving this Amendment and the matters contemplated hereby and thereby and (B) the Guarantor evidencing approval of the Guaranty and the matters contemplated hereby and thereby and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment, the Revolving Facility Lenders Guaranty and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”);matters contemplated hereby and thereby. (b) After giving effect A certificate of the Secretary or an Assistant Secretary of the Borrower and the Representative Director or a duly authorized officer of the Guarantor certifying the names and true signatures of the officers of the Borrower and the Guarantor authorized to sign this Amendment and the transactions contemplated herebyGuaranty, respectively, and the other documents to be delivered hereunder and thereunder. (c) Counterparts of the Guaranty in the form attached as Exhibit A hereto, executed by the Guarantor. (d) Favorable opinions of Bae, ▇▇▇ & ▇ee, ▇▇unsel for the Guarantor, or other Korean counsel to the Guarantor acceptable to the Administrative Agent, and the Corporate Counsel of the Guarantor, in substantially the form of Exhibits B and C hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request, (e) A certificate signed by a duly authorized officer of the Borrower stating that: (i) The representations and warranties set forth contained in Article Section 5 of the Credit Agreement (as amended by this Amendment) below are true correct on and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect date of such certificate as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing;; and (cii) Immediately prior to, and after After giving effect to this Amendment, the Commitment Increase pursuant to Section 2 no event has occurred and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on continuing that constitutes a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)Default.

Conditions of Effectiveness. This Amendment shall become effective as of upon the first date (the “Seventh Amendment Effective Date”) on which each of the following conditions shall to effectiveness have been satisfied (or waived):satisfied: (a) 4.1 This Amendment shall be signed by the Borrower, the Guarantors, the Agent and the Lenders and delivered to the Agent. 4.2 The Revolving Facility Administrative Agent Lenders shall have received counterparts copies of this Amendment executed by the Borrowers, the Revolving Facility Lenders Credit Agreement, an amendment and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”); (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except waiver to the extent such representations Yen Loan Documents and warranties expressly relate to an earlier date (in which case such representations all agreements and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated documents executed in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) and all such amendments and waivers and other agreements and documents shall be no greater, calculated executed simultaneously herewith and shall be satisfactory to the Required Lenders. 4.3 The Intercreditor Agreement shall be signed by all parties thereto. 4.4 Other than such Collateral Documents permitted to be delivered on a pro forma basispost-closing basis as agreed to by the Agent, than 4.50 to 1.00; (d) The Revolving Facility Administrative Collateral Documents required by the Agent or the Required Lenders shall have received been duly executed by the Borrower and each applicable Subsidiary, together with any documents, agreements, instruments, filings and other items related thereto as reasonably required by the Agent or the Required Lenders to create a legal valid, attached, perfected, first priority Lien in favor of the Collateral Agent with respect to the Collateral covered by the Loan Documents. 4.5 A written opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, the counsel to for the Borrower Partiesand the Guarantors, addressed to the Lender Group Lenders in form and reasonably substance satisfactory to the Revolving Facility Administrative Agent;. (e) 4.6 The Revolving Facility Administrative Agent Borrower shall have received, with respect to each Borrower Party, a loan certificate signed provided all other due diligence materials requested by the secretary Agent or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment;Required Lenders. (f) 4.7 The Revolving Facility Administrative Agent Borrower shall have received a certificate of the secretary delivered or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required caused to be paid to be paid delivered to the Revolving Facility Lenders on or before Agent such other documents and instruments as the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent may request in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)therewith.

Conditions of Effectiveness. This Amendment shall become effective as upon the satisfaction of the date (the “Seventh Amendment Effective Date”) on which all of the following conditions shall have been satisfied (precedent or waived): (a) The Revolving Facility Administrative Agent shall have received counterparts of this Amendment executed waiver thereof by the Borrowers, the Revolving Facility Lenders ▇▇▇▇▇▇▇▇▇ and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time in reliance on April 17, 2015 (the “Consent Deadline”); (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 Section 8 hereof (such date, the “Third Amendment Effective Date”): 5.1 Purchaser shall have received a copy of this Amendment duly executed and delivered by the Credit Agreement (Company, as amended by issuer, certain of its Subsidiaries, as Guarantors, the Collateral Agent and Purchaser; 5.2 Purchaser shall have received a certification from each Note Party that the representations and warranties contained in this Amendment) , in the Existing Agreement and in the other Note Documents are true and correct in all material respects on and as of the Seventh Third Amendment Effective Date, with Date to the same effect extent as though made on and as of such that date, except to the extent such representations and warranties expressly specifically relate to an earlier date (date, in which case such representations and warranties shall be have been true and correct in all material respects on and as of such earlier date) ; provided that, in each case, such materiality qualifier shall not apply to any representations and immediately prior warranties to the extent already qualified or modified by materiality or similar concept in the text thereof; 5.3 Both before and after giving effect to the Seventh Amendment Effective Datethis Amendment, no Default or Event of Default shall have occurred and be continuing; 5.4 The Note Parties shall have paid all outstanding costs and expenses owed to Purchaser and the Collateral Agent pursuant to Section 10.2 of the Appendix (cExhibit A) Immediately prior to, to the Existing Agreement; and 5.5 Purchaser and after giving effect the Collateral Agent shall have received all other information with respect to this Amendment, the Commitment Increase pursuant to Section 2 and Existing Agreement or any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and other Note Documents as reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed requested by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees Purchaser and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented feesCollateral Agent, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)respectively.

Conditions of Effectiveness. This Amendment shall become effective as of the date (the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived): (a) The Revolving Facility effectiveness of Section 2 of this Amendment shall be subject to the satisfaction of each of the following conditions precedent: (1) The Administrative Agent shall have received counterparts from the Borrower, the Required Lenders, and the Administrative Agent, a duly executed original (or, if elected by the Administrative Agent, an executed facsimile or “pdf” copy with originals to follow) of this Amendment. (2) The representations and warranties in Section 3 of this Amendment executed by the Borrowers, the Revolving Facility Lenders and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”); (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are shall be true and correct in all material respects on and as of the Seventh Amendment Effective DateDate immediately before (in the case of the Existing Credit Agreement) and immediately after (in the case of the Credit Agreement) giving effect to this Amendment, with the same effect as though if made on and as of such datethe Effective Date, except (i) to the extent that such representations and warranties expressly relate are qualified by materiality, they shall be true and correct on and as of the Effective Date, and (ii) to an earlier date (in which case the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date except to the extent qualified by materiality, then they shall be true and correct as of such earlier date. (3) No Default has occurred and immediately is continuing (or would result from the amendment of the Existing Credit Agreement contemplated hereby). (b) For purposes of determining compliance with the conditions specified in Section 4(a), each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing;Date specifying its objection thereto. (c) Immediately prior to, From and after giving effect to this Amendmentthe Effective Date, the Commitment Increase Credit Agreement is amended as set forth herein. Except as expressly amended pursuant to Section 2 and any transaction consummated in connection therewithhereto, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility Credit Agreement shall remain unchanged and in full force and effect and is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00;hereby ratified and confirmed in all respects. (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to will notify the Borrower Parties, addressed to and the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy Lenders of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate occurrence of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)Date.

Conditions of Effectiveness. This Amendment shall become effective as of the date (the “Seventh Fourth Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived): (a) The Revolving Facility the Administrative Agent (or its counsel) shall have received counterparts of to this Amendment Amendment, duly executed by the Borrowers(i) Parent, the Revolving Facility Lenders Borrower and the Increasing other Loan Parties and (ii) Consenting Lenders onconstituting the Required Lenders under, or and as defined in, the Credit Agreement (as determined as of the Fourth Amendment Effective Date, immediately prior toto giving effect to this Amendment), in each case prior to 3:00 p.m., New York City time time, on April 17September 15, 2015 2016 (the “Consent Deadline”); (b) After after giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 III of the Amended Credit Agreement (as amended by this Amendment) are shall be true and correct in all material respects as of the Seventh Fourth Amendment Effective DateDate (provided that, in each case such materiality qualifier shall not be applied to any representations or warranties that pursuant to their terms are already qualified by materiality or Material Adverse Effect), with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (c) and immediately prior to and after giving effect to the Seventh Amendment Effective Datetransactions contemplated herein, no Default or Event of Default shall have occurred and be continuing; (d) the Administrative Agent shall have received a certificate, dated as of the Fourth Amendment Effective Date, signed by a Responsible Officer of the Borrower certifying as to compliance with the conditions precedent set forth in clauses (b) and (c) Immediately prior toof this Section 3; (e) the Administrative Agent shall have received (i) a certified copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Loan Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Amendment, and the performance of the Amended Credit Agreement and the other Loan Documents after giving effect to this Amendment, certified as of the Commitment Increase pursuant to Section 2 Fourth Amendment Effective Date by a Responsible Officer of such Loan Party as being in full force and any transaction consummated effect without modification or amendment, and (ii) good standing certificates for each Loan Party for each jurisdiction in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving which such Loan Facility Party is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00organized; (df) The Revolving Facility the Administrative Agent shall have received such incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer of such Loan Party authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party; (g) the Administrative Agent shall have received the legal opinion of Proskauer Rose LLP in form and substance reasonably satisfactory to the Administrative Agent; (h) the Borrower shall have paid to the Administrative Agent, on or prior to the Fourth Amendment Effective Date, for the ratable account of the Consenting Lenders and the Lenders who take assignments of Term Loan pursuant to Section 1(b) above, in immediately available funds denominated in Dollars, an upfront fee in an amount equal to 0.50% of the aggregate principal amount of all of the Term Loans which are amended pursuant to this Amendment (the “Upfront Fee”), it being understood that the Borrower shall have no liability to pay any of the Upfront Fee if the Fourth Amendment Date does not occur; and (i) the Borrower shall have paid all reasonable, documented and invoiced out-of-pocket expenses of the Administrative Agent and the “Lead Arrangers” (as defined in that certain Amended and Restated Engagement Letter, dated on or about the date hereof, made by and among the Borrower, and ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (hother banks and financial institutions party thereto as “Lead Arrangers”) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as LLP, counsel to the Administrative Agents)Agent and the Lead Arrangers) required to be paid by the Borrower and incurred in connection with the preparation and negotiation of this Amendment.

Conditions of Effectiveness. This Amendment The obligations of Administrative Agent and the Lenders to amend the Credit Agreement are subject to the fulfillment of the following conditions precedent: (a) Borrower shall become effective have delivered to Administrative Agent multiple counterparts of this Amendment, as requested by Administrative Agent, duly executed by Borrower and Guarantors; (b) Borrower shall have delivered (i) copies of resolutions of Borrower and each Guarantor authorizing the transactions contemplated hereby, certified as of the date hereof by a Responsible Officer of each; (ii) certificate of Secretary of Borrower and each Guarantor certifying the “Seventh Amendment Effective Date”names and true signatures of the officers or such Person authorized to execute, deliver and perform, as applicable, this Amendment, the Notes and all other Loan Documents to be delivered by it hereunder; and (iii) the Organization Documents of Borrower and each Guarantor as in effect on which the following conditions date hereof; (c) Borrower shall have been satisfied delivered a current certificate for each of Borrower and Guarantors (i) from its state of incorporation, evidencing its proper registration as a corporation, and (ii) from each state wherein such Person is qualified under the laws of such jurisdiction wherein its ownership, lease or waived):operation of its Property or the conduct of its business requires such registration or qualification and where the failure to be so qualified would reasonably be expected to result in a Material Adverse Effect; (ad) The Revolving Facility Borrower shall have delivered an opinion of counsel for Borrower and the Guarantors as to matters described in Sections 6.01, 6.02, 6.03, 6.04 and 6.16 of the Credit Agreement, and such other matters as Administrative Agent may request, in the form satisfactory to Administrative Agent dated as of the date hereof; (e) Administrative Agent shall have received counterparts of this Amendment executed by evidence that Borrower has entered into an amendment to the Borrowers, the Revolving Facility Lenders Senior Credit Agreement on terms and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”)conditions satisfactory to Administrative Agent; (bf) After giving effect Borrower and, as applicable, each Subsidiary shall have evidence of Marketable Title on at least eighty percent (80%) of the net present value of Borrower’s and each Subsidiary’s Borrowing Base Properties subject to this Amendment no other liens, other than Permitted Liens, as evidenced by opinions of title or other title information reasonably satisfactory to Administrative Agent and the transactions contemplated herebyLenders; (g) Administrative Agent and the Lenders shall be satisfied with the condition of Borrower’s and its Subsidiaries’ Borrowing Base Properties and each Person’s compliance with Environmental Laws; (h) Borrower shall have delivered to Administrative Agent insurance certificates in form and substance reasonably satisfactory to Administrative Agent, from Borrower’s insurance carriers reflecting the representations and warranties set forth in Article 5 current insurance policies required under Section 7.06 of the Credit Agreement including any necessary endorsements to reflect Administrative Agent as “loss payee” or “additional insured,” as applicable, for the ratable benefit of the Lenders; (i) Borrower shall have delivered certifications from Borrower and any Subsidiary party to the Security Documents that no “Building” (as amended defined in applicable flood insurance regulations) is included in the Mortgaged Property; (j) Borrower shall have delivered such other approvals, opinions, documents or materials as Administrative Agent or any Lender may reasonably request, including, without limitation, any new Mortgages or amendments or supplements to existing Mortgages, financing statements or amendments to financing statements; (k) Borrower shall have made payment of all fees and expenses due and owing under the Credit Agreement and under any separate fee agreement entered into by this Amendmentthe parties pursuant to Section 2.05(a) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on Credit Agreement including such fees and as expenses specified in Section 7 hereof and payment of such date, except to the extent such representations and warranties expressly relate to an earlier date all outstanding invoices of ▇▇▇▇▇ ▇▇▇▇▇ LLP; (in which case such representations and warranties l) no Material Adverse Effect shall be true and correct in all material respects as of such earlier datehave occurred; and (m) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)occurred.

Conditions of Effectiveness. This Amendment 5.1 The adjustments and amendments set forth in Articles I, II and III and the limited waiver set forth in Article IV shall become effective as of the date (the “Seventh Amendment Effective Date”) on which when, and only when, each of the following conditions precedent shall have been satisfied (or waived):satisfied: (a) The Revolving Facility Administrative Agent shall have received: (i) an executed counterpart hereof from each of the Credit Parties and the Lenders party hereto; (ii) to the extent requested by any Lender in accordance with Section 2.4(d) of the Credit Agreement, a Note or Notes for such Lender (which shall amend and restate all previous Notes, if any, issued to such Lender), in each case duly completed in accordance with the provisions of Section 2.4(d) of the Credit Agreement and executed by each Borrower; and (iii) the favorable opinions of (A) ▇▇▇▇▇ Day, special counsel to the Credit Parties, and (B) local foreign counsel to the applicable Credit Parties (or to the Administrative Agent) in the jurisdiction of organization of each Foreign Credit Party, all in form and substance reasonably satisfactory to the Administrative Agent. (b) The Administrative Agent shall have received counterparts of this Amendment executed all agreements, certificates, documents and other instruments as are reasonably determined by the Borrowers, Administrative Agent to be necessary to ensure the Revolving Facility Lenders continued effectiveness and perfection of all Liens granted pursuant to the Increasing Lenders on, Foreign Pledge Documents and all related filings and registrations shall have been made (or prior to, 3:00 p.m., New York City time on April 17, 2015 (arrangements therefor reasonably satisfactory to the “Consent Deadline”Administrative Agent shall have been made);. (bc) After The Administrative Agent shall have received a certificate, signed by the president, chief executive officer or chief financial officer of Crawford, dated the Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying that, both immediately before and after giving effect to this Amendment and the consummation the transactions contemplated herebyhereby to occur on the Effective Date and the making of any Loans to be made on the Effective Date and the application of the proceeds thereof, the (i) all representations and warranties set forth in Article 5 of the Credit Agreement (as amended by Parties contained in this Amendment) are , the Credit Agreement and the other Credit Documents qualified as to materiality shall be true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties those not so qualified shall be true and correct in all material respects respects, in each case as of the Effective Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such earlier date); (ii) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have has occurred and be is continuing; ; (ciii) Immediately prior tono Material Adverse Effect has occurred since December 31, 2012, and after giving effect there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect; and (iv) all conditions to the effectiveness of this Amendment, the Commitment Increase pursuant to Amendment set forth in this Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00;5.1 have been satisfied or waived as required hereunder. (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary or officer or director with similar responsibilities of each Credit Party executing any Credit Documents as of the Effective Date, dated the Effective Date and in form and substance reasonably satisfactory to the Administrative Borrower confirming compliance with Agent, certifying (i) that attached thereto is a true and complete copy of the conditions precedent set forth articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Credit Party, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization (if applicable), and that the same has not been amended since the date of such certification, or, in the case of any U.S. Subsidiary Guarantor other than ▇▇▇▇▇▇▇▇ & Company International, Inc., certifying that no changes have been made to the certificate of incorporation, certificate of formation or other organizational document that was delivered to the Administrative Agent on the Closing Date, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement, constitutional documents or similar governing document of such Credit Party, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (biii) below were adopted to and including the date of such certificate, or, in the case of any U.S. Subsidiary Guarantor other than ▇▇▇▇▇▇▇▇ & Company International, Inc., certifying that no changes have been made to the bylaws, operating agreement, constitutional documents or similar governing document that was delivered to the Administrative Agent on the Closing Date, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Credit Party, authorizing the execution, delivery and performance of this Section 5;Amendment and the other Credit Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer or director of such Credit Party executing this Amendment or any of such other Credit Documents, and, as applicable, attaching all such copies of the documents described above. (e) The Administrative Agent shall have received a certificate as of a recent date of the good standing of each Credit Party (other than any Credit Party organized in the United Kingdom or Australia) executing any Credit Documents as of the Effective Date, under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction. (f) All approvals, permits and consents of any Governmental Authorities or other Persons required in connection with the execution and delivery of this Amendment and the other Credit Documents executed in connection with this Amendment shall have been obtained, without the imposition of conditions that are not acceptable to the Administrative Agent in its reasonable discretion, and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have reasonably requested; all applicable waiting periods shall have expired without any adverse action being taken or threatened by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or to impose materially adverse conditions upon, this Amendment or any of the other Credit Documents or that could reasonably be expected to have a Material Adverse Effect. (g) The Borrowers Administrative Agent shall have paid all fees required received certified reports from an independent search service satisfactory to be paid to be paid it listing any judgment or tax lien filing or UCC financing statement that names any Borrower or any of their respective U.S. Subsidiaries as debtor in any of the jurisdictions listed beneath its name on Annex B to the Revolving Facility Lenders on or before Security Agreement, as well as lien search results with respect to the Seventh Amendment Effective Date (includingForeign Credit Parties in their jurisdiction of organization, without limitation, the Amendment Fees and the Upfront Fees); andresults thereof shall demonstrate that there are no Liens on the property of any Borrower or Subsidiary other than Permitted Liens. (h) The Borrowers Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions necessary to perfect and ensure the priority of the Liens created under the Credit Agreement, the Credit Agreement or the Security Documents shall have been completed, or arrangements satisfactory to the Administrative Agent for the completion thereof shall have been made. (i) Crawford shall have paid all reasonable (i) to the Arrangers and documented costs ▇▇▇▇▇ Fargo, the fees required under the Fee Letters to be paid to them on the Closing Date, in the amounts due and expenses of payable on the Revolving Facility Closing Date as required by the terms thereof; and (ii) subject to any limitations set forth in the letter agreements from the Administrative Agent or any Arranger to Crawford executed in connection with this Amendment Amendment, all other fees and reasonable expenses of the Arrangers and the Administrative Agent required hereunder or under any other Credit Document required to be paid on or prior to the Closing Date (including reasonable fees and expenses of counsel) in connection with this Amendment, the reasonable other Credit Documents and documented feesthe transactions contemplated hereby. (j) The Administrative Agent shall have received an executed Financial Condition Certificate, disbursements attaching copies of the Projections, which shall be in form and other charges of Shearman & Sterling LLP as counsel substance satisfactory to the Administrative Agents)Agent. (k) The Administrative Agent shall have received a solvency certificate, in form and substance reasonably satisfactory to the Administrative Agent, from a Financial Officer of each Foreign Credit Party. (l) The Administrative Agent shall have received from each Borrower all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Conditions of Effectiveness. This Amendment shall become effective as of when, and only when, on or before December 15, 1994, the date (the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived): (a) The Revolving Facility Administrative Agent shall have received counterparts of this Amendment executed by the BorrowersSeller, all of the Banks and the Investors or, as to any of the Banks or, as to either of the Investors, advice satisfactory to the Agent that such Banks and Investors have executed this Amendment, and Sections 1 and 2 hereof shall become effective when, and only when, on or before December 15, 1994, the Revolving Facility Lenders Agent shall have additionally received all of the following documents, each document (unless otherwise indicated) being dated the date of receipt thereof by the Agent (which date shall be the same for all such documents), in form and substance satisfactory to the Agent: (a) Certified copies of (i) the resolutions of the Board of Directors of the Seller approving this Amendment and the Increasing Lenders onmatters contemplated hereby and thereby and (ii) all documents evidencing other necessary corporate action and governmental approvals, or prior toif any, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”); (b) After giving effect with respect to this Amendment and the transactions matters contemplated hereby, the representations hereby and warranties set forth in Article 5 thereby. (b) A certificate of the Credit Secretary or an Assistant Secretary of the Seller certifying the names and true signatures of its officers authorized to sign this Amendment. (c) A favorable opinion of (i) in-house counsel for the Seller and (ii) Thom▇▇▇▇, ▇▇ne ▇▇▇ Flor▇, ▇▇ecial counsel to the Seller, to the effect that this Amendment has been duly authorized, executed and delivered by the Seller and confirming the opinions of such counsel furnished on August 16, 1994 pursuant to Section 3.01(i) of the Purchase and Sale Agreement (and pursuant to Section 3.01(g) of the Parallel Purchase Agreement, with references therein to the Purchase and Sale Agreement and to the Parallel Purchase Agreement to mean the Purchase and Sale Agreement and the Parallel Purchase Agreement, respectively, as amended by this Amendment. (d) A certificate signed by a duly authorized officer of the Seller stating that: (i) The representations and warranties contained in Section 4 hereof are true correct on and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect date of such certificate as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (hii) The Borrowers shall have paid all reasonable No event has occurred and documented costs and expenses is continuing which constitutes an Event of Termination or would constitute an Event of Termination but for the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)requirement that notice be given or time elapse or both.

Conditions of Effectiveness. This Amendment shall become effective and be deemed effective as of the date (the “Seventh Amendment Effective Date”) on which hereof, if, and only if, each of the following conditions shall have been satisfied (or waived):is satisfied: (a) The Revolving Facility Administrative Agent shall have received counterparts warranties and representations of this Amendment executed by the Borrowers, the Revolving Facility Lenders Company and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”); (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth Parent contained in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties Section 4 hereof shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event date of Default shall have occurred and be continuing;this Amendment. (cb) Immediately prior to, and after giving effect to Executed counterparts of this Amendment, duly executed by the Commitment Increase pursuant Company, Parent, and the holders of 100% of the Notes and acknowledged and agreed to Section 2 and any transaction consummated in connection therewithby the Subsidiary Guarantors, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of been delivered to ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇and ▇▇▇▇▇▇ LLP, as special counsel to the Borrower Partiesholders of the Notes. (c) Executed counterparts of the Collateral Trust Agreement, addressed duly executed by the Company, Parent, the holders of 100% of the Notes, and the Collateral Trustee, as collateral trustee, shall have been delivered to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, as special counsel to the Lender Group holders of the Notes. (d) The executed original irrevocable, direct-pay letter of credit issued by JPMorgan Chase Bank, N.A., dated as of February 21, 2017, substantially in the form of Exhibit A hereto from the Company shall have been delivered to ▇▇▇▇▇▇▇ and reasonably satisfactory to ▇▇▇▇▇▇ LLP or the Revolving Facility Administrative Agent;Collateral Trustee, for the ratable benefit of the holders of the Notes. (e) The Revolving Facility Administrative Agent holders of the Notes (or ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, on behalf of such holders) shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying received a true, complete and correct copy of the resolutions Fifth Amended and Restated Credit Agreement dated as of such Person (or its general partnerFebruary 22, members or manager2017 among the Company, as applicable) authorizing borrower, the executionParent, delivery as credit party, JPMorgan Chase Bank, N.A., as Administrative Agent, and performance by such Person of this Amendment;the other lenders party thereto (the “Credit Agreement”). (f) The Revolving Facility Administrative Agent Company shall have received a certificate paid the reasonable and documented fees and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, special counsel to the secretary or an assistant secretary of the Administrative Borrower confirming compliance holders, in connection with the conditions precedent set forth in clause (b) preparation, execution and delivery of this Section 5;Amendment, to the extent invoiced prior to the date hereof. (g) The Borrowers Company shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Noteholders’ Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)Fee.

Conditions of Effectiveness. This Amendment shall become effective as of the first date upon which each of the conditions precedent set forth below in this Section 2 shall be satisfied (such date, the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived): (a) The Revolving Facility Administrative Paying Agent shall have received a number of copies reasonably determined by the Administrative Agent of: (i) counterparts of this Amendment executed by the Borrowerseach Term Lender, the Revolving Facility Lenders Borrower, the Administrative Agent and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 Joint Lead Arrangers; and (ii) counterparts of the Consent (the “Consent DeadlineConsent”) in the form attached as Annex B hereto, executed by each of the Loan Parties (other than the Borrower);. (b) After giving effect to The Paying Agent shall have received a Notice of Borrowing, completed and delivered in accordance with the terms of Section 2.02 of the 2011 Credit Agreement. (c) The Paying Agent shall have received (i) certified copies of the resolutions of the board of directors of (A) the Borrower approving this Amendment and the transactions matters contemplated hereby, the representations hereby and warranties set forth in Article 5 (B) each other Loan Party evidencing approval of the Credit Agreement Consent and the matters contemplated hereby and thereby, (as amended by this Amendmentii)(A) are true copies of the articles or certificate of incorporation or formation of each Loan Party, together with all amendments and correct in all material respects modifications thereto as of the Seventh Amendment Effective Datedate of delivery, with certified as of a recent date by the same Secretary of State of the state of incorporation or formation, or (B) a certification from the Responsible Officer of each Loan Party to the effect as though made that there have been no amendments, modifications or other changes to the articles or certificate of incorporation or formation of each Loan Party delivered to the Paying Agent by the Borrower on and September 29, 2011 pursuant to the terms of the 2011 Credit Agreement dated as of such date, except (iii) (A) certified copies of the bylaws or membership agreement of each Loan Party, together with all amendments and modifications thereto as of the date of delivery, or (B) a certification from the Responsible Officer of each Loan Party to the extent such representations and warranties expressly relate effect that there have been no amendments, modifications or other changes to an earlier date (in which case such representations and warranties shall be true and correct in all material respects the bylaws or membership agreement of each Loan Party delivered to the Paying Agent by the Borrower on September 29, 2011 pursuant to the terms of the 2011 Credit Agreement dated as of such earlier date, (iv) a certificate of good standing, or certificate of existence, as applicable, of each Loan Party, dated as of a recent date from the Secretary of State of the state of incorporation or organization of such Loan Party, and immediately prior (v) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment, the Consent and the matters contemplated hereby and thereby. (d) The Paying Agent shall have received a certificate of a Responsible Officer of the Borrower, certifying that, before and after giving effect to the Seventh Amendment incurrence of Debt under the Term Facility, and the drawings thereunder on the Effective Date, (i) the representations and warranties contained in Article IV of the 2011 Credit Agreement and the other Loan Documents are true and correct on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that the representations and warranties contained in subsections (g) and (h) of Section 4.01 of the 2011 Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (b) and (c), respectively, of Section 5.03 of the 2011 Credit Agreement, (ii) no Default or Event exists, (iii) the Borrowing Base exceeds the Borrowing Base Obligations at such time, (iv) the Borrower is in pro forma compliance with the covenants in Section 5.04 of Default shall have occurred the 2011 Credit Agreement and be continuing; (cv) Immediately prior to, the incurrence of debt under the Term Facility and after giving effect to this Amendment, the Commitment Increase Liens securing such Debt is permitted under the Related Documents and all other documents evidencing Debt incurred pursuant to Section 2 and any transaction consummated in connection therewith, 5.02(b)(i)(C) of the Senior Secured Leverage Ratio 2011 Credit Agreement (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a including after giving pro forma basis, than 4.50 effect to 1.00;a full drawing of the Term Facility) (together with calculations in detail reasonably satisfactory to the Joint Lead Arrangers). (de) The Revolving Facility Administrative Paying Agent shall have received a legal certificate of a Responsible Officer of the Borrower and each other Loan Party certifying the names and true signatures of the officers of the Borrower and such other Loan Party authorized to sign this Amendment and the Consent . (f) Each Term Lender shall, to the extent requested, have received a Term Note (as defined in the Amended Credit Agreement) payable to the order of such Term Lender. (g) The Paying Agent shall have received originally executed copies of a written opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, LLP and ▇▇▇▇▇▇▇▇▇ LLP, Traurig LLP counsel to for the Borrower Loan Parties, addressed to the Lender Group each in form and substance reasonably satisfactory to the Revolving Facility Joint Lead Arrangers. (h) Borrower shall have paid: (i) to the Administrative Agent all out-of-pocket expenses of the Administrative Agent (including the reasonable fees and expenses of counsel for the Administrative Agent; (e) The Revolving Facility Administrative Agent shall have receivedin connection with the negotiation, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete preparation and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (hii) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)Agent, for the account of each Term Lender, as fee compensation for such Term Lender’s commitment, a fee in an amount equal to 0.50% of the aggregate principal amount of such Term Lender’s Term Commitment on the Effective Date, and such fee shall be in all respects fully earned, due and payable on the Effective Date and non-refundable and non-creditable thereafter.

Conditions of Effectiveness. This Amendment shall become effective as of the date (such date, the “Seventh Amendment No. 6 Effective Date”) on which the following conditions shall have been satisfied (or waived):upon Agent’s receipt of: (a) The Revolving Facility Administrative Agent shall have received counterparts a copy of this Amendment duly executed and delivered by the BorrowersL▇▇▇▇▇▇, the Revolving Facility Lenders each Loan Party and the Increasing Lenders onPersonal Guarantor (defined below) with one original executed copy of this Amendment to be promptly delivered by Loan Parties to Agent, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”)in form and substance satisfactory to Agent; (b) After giving effect to this Amendment a copy of a Second Amended and Restated Guaranty duly executed and delivered by Personal Guarantor (defined below) (the transactions contemplated hereby, the representations “Second Amended and warranties set forth in Article 5 Restated Guaranty”) with one original executed copy of the Credit Agreement (as amended Second Amended and Restated Guaranty to be promptly delivered by this Amendment) are true Personal Guarantor to Agent, in form and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except substance satisfactory to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuingAgent; (c) Immediately prior toan executed copy of an Amendment No. 6 Fee Letter, and after giving effect to this Amendmentdated of even date herewith, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇between B▇▇▇▇▇▇▇ LLPand WBC, counsel in form and substance satisfactory to WBC. Borrowers authorize and direct Agent to charge the fees set forth therein to Borrowers’ Account as a Revolving Advance on the date when due; (d) a certificate of the Secretary (or Assistant Secretary) of each Loan Party, dated as of the Amendment No. 6 Effective Date, in form and substance acceptable to Agent, certifying as to (a) the incumbency and signature of the officers (or other representatives) of each Loan Party executing this Amendment, (b) the authorizations by the board of directors (or other governing body) of such Loan Party to such officers or other representatives to enter into and carry out such transactions as are contemplated pursuant to this Amendment; and including therewith copies of the Organic Documents of such Loan Party as in effect on the Amendment No. 6 Effective Date (or certifying no changes since the last delivery thereof to Agent) and good standing certificate for such Loan Party dated not more than thirty (30) days prior to the Borrower PartiesAmendment No. 6 Effective Date, addressed to issued by the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agentsecretary of state or other appropriate official of such Loan Party’s jurisdiction of organization; (e) The Revolving Facility Administrative Agent shall have receivedUCC, tax and judgment lien searches with respect to each Borrower PartyLoan Party in such jurisdictions as Agent shall require, a loan certificate signed by and the secretary or assistant secretary results of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment;searches shall be satisfactory to Agent; and (f) The Revolving Facility Administrative such other documents, instruments and agreements as Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as its counsel to the Administrative Agents)may require.

Conditions of Effectiveness. This Amendment shall become effective as of the date (the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived): (a) The Revolving Facility Administrative effectiveness of Section 2 of this Fifth Amendment shall be subject to the satisfaction of each of the following conditions precedent: (i) The Agent or Banc of America Securities LLC ("BAS") shall have received from the Company all amounts payable under that certain fee letter dated as of February 26, 2002, delivered by the Company to BAS in connection herewith. (ii) The Agent or BAS shall have received from the Company all amounts payable under Section 8(g) to the extent invoiced prior to the Effective Date. (iii) The Agent shall have received counterparts from the Parent, the Company and each other Loan Party and the Majority Lenders a duly executed original (or, if elected by the Agent, an executed facsimile copy) of this Amendment executed by Fifth Amendment. (iv) The Agent shall have received in a form to its satisfaction all those items listed in Schedule 1. ---------- (v) The Agent shall have received all other documents it or the BorrowersMajority Lenders may reasonably request relating to any matters relevant hereto, all in form and substance satisfactory to the Revolving Facility Lenders Agent and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”);Majority Lenders. (bvi) After giving effect to this Amendment and the transactions contemplated hereby, the The representations and warranties set forth in Article 5 Section 3 of the Credit Agreement (as amended by this Amendment) are Fifth Amendment shall be true and correct in all material respects on and as of the Seventh Amendment Effective Date, Date with the same effect as though if made on and as of such datethe Effective Date. (b) For purposes of determining compliance with the conditions specified in Section 4(a), except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties each Lender that has executed this Fifth Amendment shall be true and correct in all material respects as of deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter either sent, or made available for inspection, by the Agent to such earlier date) and immediately prior Lender for consent, approval, acceptance or satisfaction, or required hereunder to and after giving effect be consented to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing;approved by or acceptable or satisfactory to such Lender. (c) Immediately prior to, From and after giving effect to this Amendmentthe Effective Date, the Commitment Increase Credit Agreement is amended as set forth herein. Except as expressly amended pursuant to Section 2 and any transaction consummated in connection therewithhereto, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility Credit Agreement shall remain unchanged and in full force and effect and is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00;hereby ratified and confirmed in all respects. (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPwill notify the Parent, counsel to the Borrower Parties, addressed to Company and the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy Lenders of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate occurrence of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)Date.

Conditions of Effectiveness. This Seventh Amendment shall become not be effective as of until the date (such date, the “Seventh Amendment Effective Date”) on which each of the following conditions shall have precedent has been satisfied (or waived):in full: (a) The Revolving Facility receipt by the Administrative Agent shall have received counterparts of a counterpart of this Seventh Amendment executed by each of the Borrowers, the Revolving Facility Lenders and the Increasing Lenders on, parties hereto (which may be by telecopy or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”electronic transmission); (b) After giving effect delivery of certified copies of organizational documents, bylaws, authorizing resolutions of board of directors, and incumbency certificates for the Borrower and each Guarantor as the Administrative Agent may require; (c) such evidence as the Administrative Agent may reasonably require to this Amendment verify that the Borrower and each Guarantor is duly organized or formed, validly existing, and in good standing in the transactions contemplated herebyjurisdiction of its organization; (d) execution and delivery of new or replacement Notes, as applicable, if requested by any Lender; (e) amendments and supplements to, or amendments and restatements of, the existing U.S. Vessel Mortgage as reasonably required by the Administrative Agent or the Arrangers; (f) a certificate signed by a Responsible Officer of the Borrower certifying that (i) the representations and warranties set forth contained in Article 5 V of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent date (unless such representations and warranties expressly relate specifically refer to an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and (ii) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have has occurred and be continuingis continuing as of such date; (cg) Immediately prior to, a certification from the Borrower’s Chief Financial Officer that each of the MLP and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, Borrower is Solvent as of the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00Seventh Amendment Effective Date; (dh) The Revolving Facility payment of (i) fees to the Lenders party to this Seventh Amendment (other than the Lenders described in Section 13 hereof), (ii) other fees and expenses due pursuant to (A) that certain Engagement Letter, dated March 23, 2011, between the Borrower, the Administrative Agent shall have received a legal opinion of ▇Agent, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇Fargo Bank, National Association and the Arrangers, (B) the letter agreement, dated March 23, 2011, between the Borrower and the Administrative Agent, and (C) the letter agreement, dated March 23, 2011, between the Borrower, ▇▇▇▇▇ LLPFargo Bank, National Association and ▇▇▇▇▇ Fargo Securities, LLC, and (ii) Attorney Costs associated with a single counsel to (other than local counsels) of the Borrower Parties, addressed to Arrangers and the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (ei) The Revolving Facility opinions from ▇▇▇▇▇ Lord Bissell & Liddell LLP, counsel to each Loan Party, in form and substance reasonably satisfactory to the Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by and the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this AmendmentArrangers; (fj) The Revolving Facility funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements or UCC-3 amendment financing statements, or fees associated with the filing of the Mortgages or amendments to Mortgages (or arrangements satisfactory to the Administrative Agent and the Arrangers for payment of such amounts shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Feesbeen made); and (hk) The Borrowers shall have paid all reasonable and documented costs and expenses of other documents as may be reasonably required by the Revolving Facility Administrative Agent in connection with this Amendment (including or the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)Arrangers.

Conditions of Effectiveness. This Amendment shall become ---------------------------- effective as of the date first above written (the “Seventh Amendment "Effective Date”") on which when, and only when, the following conditions shall precedent have been satisfied (or waived):satisfied: (a) The Revolving Facility Administrative Agent shall have received on or before the Effective Date, in form and substance satisfactory to the Agent and in sufficient copies for each Lender Party: (i) counterparts of this Amendment executed by the Borrowers, Borrower and the Revolving Facility Required Lenders and each Working Capital Lender or, as to any of the Increasing Lenders onLenders, or prior to, 3:00 p.m., New York City time on April 17, 2015 advice satisfactory to the Agent that such Lender has executed this Amendment; (ii) the consent attached hereto executed by each Guarantor (the “Consent Deadline”"Consent"); (biii) After giving effect to a certified copies of (i) the resolutions of the Board of Directors of (A) the Borrower approving this Amendment and the transactions matters contemplated hereby, and (B) each Guarantor approving the representations Consent and warranties set forth in Article 5 of the Credit Agreement matters contemplated thereby, and (as amended by this Amendmentii) are true all documents evidencing other necessary corporate action and correct in all material respects as of the Seventh Amendment Effective Dategovernmental approvals, if any, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect respect to this Amendment, the Commitment Increase pursuant to Section 2 Consent and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00matters contemplated hereby and thereby; (div) The Revolving Facility Administrative Agent shall have received a legal certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Persons authorized to sign this Amendment and the Consent and the other documents to be delivered hereunder; and (v) a favorable opinion of ▇▇▇▇▇▇ ▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, as to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the due execution, delivery validity and performance by such Person enforceability of this Amendment;, the Loan Documents (as by this Amendment), and the Consent and as to such other matters as any Lender through the Agent may reasonably request. (fb) The Revolving Facility Administrative All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable not he Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgement of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated herby. (c) On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of the secretary or an assistant secretary Borrower, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.01 of the Administrative Borrower confirming compliance with Credit Agreement ar correct on and as of the conditions precedent set forth in clause Effective Date; and (bii) of this Section 5no Default exists under the Credit Agreement; (gd) The Borrowers Borrower shall have paid to the Agent for the account of each Lender that executes this Amendment an amendment fee equal to 0.25% on the sum of the Commitments of each such Lender. (e) The Borrower shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses required under Section 5 hereof. This Amendment is subject to the provisions of Section 8.01 of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)Credit Agreement.

Conditions of Effectiveness. This Amendment and Waiver --------------------------- shall become effective as of the date (the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived):first above written when and only when: (a) The Revolving Facility Administrative Agent the Lead Arranger shall have received the following: (i) counterparts of this Amendment and Waiver executed by the Borrowers, the Revolving Facility Lenders Parent, and the Increasing Required Lenders onor, as to any of the Lender Parties, advice satisfactory to the Lead Arranger that such Lender Party has executed this Amendment and Waiver, (ii) certified copies of the Parent Notes and the Services Notes, duly executed by the Parent and each of the Borrowers, (iii) certified copies of the IRU Agreement, IRU Amendment No. 1 and IRU Agreement No. 2 and all other documents, instruments and agreements entered into in respect thereof or related thereto, (iv) any filings, or prior torecordings, 3:00 p.m.or consents of any Persons requested by the Lead Arranger in order to create or perfect a security interest in favor of the Secured Parties in any Collateral of the Borrowers, New York City time on April 17, 2015 and (the “Consent Deadline”)v) any other items reasonably requested by any Lender Party; (b) After giving effect to this Amendment the Lead Arranger is satisfied with all bank accounts and all other investment accounts of the Borrowers and the transactions contemplated hereby, the representations Parent and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on system of cash management operated by the Parent and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuingBorrowers; (c) Immediately prior tothe Parent has exchanged indebtedness owed to it by ICG Equipment, in an aggregate principal amount of not less than $100,000,000 for an Equity Interest in ICG Equipment, in each case on terms and after giving effect conditions, satisfactory to this Amendment, each of the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00;Lead Arranger; and (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy all of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all accrued fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent Agents and the Lender Parties (including the accrued fees and expenses of counsel to the Lead Arranger, the fees and expenses referred in Sections 9 and 10 of this Amendment and Waiver and all other fees payable in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)Waiver) shall have been paid in full.

Conditions of Effectiveness. This Amendment shall become effective as of the first date (the “Seventh Amendment Effective Date”) on which which, and only if, each of the following conditions precedent shall have been satisfied (or waived):satisfied: (a) The Revolving Facility Administrative Agent shall have received received, in form and substance reasonably satisfactory to the Administrative Agent (x) counterparts of this Amendment executed by the BorrowersBorrower, the Revolving Facility Administrative Agent and those Lenders comprising Required Lenders or, as to any of such Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment, and (y) the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 consent attached hereto (the “Consent DeadlineConsent”);) executed by each of the Guarantors. (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect in form and substance reasonably satisfactory to the Administrative Agent, counterparts of each Borrower of the Pledge Agreement and the Intercreditor Agreement executed by each of the parties thereto. (c) The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent (a) a certificate of each Loan Party and of each general partner or managing member thereof certifying as to the matters required by the certificate described in Section 3.01(a)(viii) of the Existing Credit Agreement, in each case as of the Amendment Effective Date, (b) a certificate of the Secretary or an Assistant Secretary of each Loan Party (or Responsible Officer of the general partner or managing member of any Loan Party) and of each general partner or managing member (if any) of each Loan Party certifying the names and true signatures of the officers of such Loan Party, a loan certificate signed by or of the secretary general partner or assistant secretary managing member of such PersonLoan Party, certifying authorized to sign this Amendment and each Loan Document to which it is or is to be a true, complete party and correct copy the other documents to be delivered hereunder and thereunder and (c) certified copies of the resolutions of the Board of Directors of the Parent Guarantor on its behalf and on behalf of each Loan Party for which it is the ultimate signatory approving the transactions contemplated by this Amendment and each Loan Document contemplated hereby to which it or such Person Loan Party is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Loan Documents and each Loan Document to which it or such Loan Party is or is to be a party. (d) The Administrative Agent shall be satisfied that all filings necessary or its general partnerdesirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement will be made promptly following the Amendment Effective Date. (e) The Administrative Agent shall have received, members or managerin form and substance satisfactory to the Administrative Agent, as applicable(i) authorizing an amendment of the execution7 Year Term Loan Agreement and (ii) an amendment to the 5 Year Term Loan Agreement, delivery in each case modifying the underlying agreement to account for the terms herein and performance by such Person of this Amendment;making certain other corresponding modifications. (f) The Revolving Facility Administrative Agent shall have received a certificate (i) the fees provided for in Section 10 and (ii) all of the secretary or an assistant secretary reasonable out-of-pocket expenses of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable fees and documented fees, disbursements and other charges expenses of Shearman & Sterling LLP as counsel to for the Administrative Agents)Agent) due and payable on the Amendment Effective Date shall have been paid in full.

Conditions of Effectiveness. This Sections 2 and 3 of this Amendment shall become effective effective, as of September 30, 2016, upon the date (the “Seventh Amendment Effective Date”) on which satisfaction of the following conditions shall have been satisfied (or waived):conditions: (a) The Revolving Facility execution and delivery of this Amendment by the Borrower, the Administrative Agent and Required Lenders. (b) There shall not have occurred a material adverse change (a) in the operations, business, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Guarantor, the Borrower or their Subsidiaries, taken as a whole, since June 30, 2016 (except in each case to the extent triggered by the bankruptcy of Hanjin Shipping Co., Ltd. And its Affiliates), (b) the ability of the Borrower or the Guarantor to perform its Obligations under the Loan Documents, (c) the legality, validity, binding effect or enforceability against the Borrower or Guarantor of the Loan Documents (collectively, a “Material Adverse Effect”), or (d) in the facts and information regarding the Borrower and Guarantor as represented to date. (c) The absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower or the Guarantor, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect. (d) The Administrative Agent shall have received counterparts certificates of this Amendment executed by Responsible Officer of each Loan Party as the BorrowersAdministrative Agent may require evidencing the identity, the Revolving Facility Lenders authority and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”); (b) After giving effect capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of other Loan Documents to which such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing;Loan Party is a party. (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (de) The Revolving Facility Administrative Agent shall have received a legal opinion Borrowing Base Certificate, dated as of ▇September 30, 2016, demonstrating, on a pro forma basis after giving effect to contemplated and permitted asset dispositions and Segregated Collateral Pool Liens and effectiveness of this Amendment, continued Borrowing Base compliance. sf-3703943 (f) The Borrower shall have provided the Administrative Agent with copies of amendments or waivers, under (i) the Revolving Credit Agreement, dated as of July 23, 2015, among the Borrower, as borrower, the Guarantor, as guarantor, the lenders party thereto and ABN AMRO Capital USA LLC, as administrative agent, (ii) the Term Loan Agreement, dated as of April 30, 2014, among the Borrower, as borrower, the Guarantor, as guarantor, the lenders party thereto and Union Bank, N.A., as administrative agent, (iii) the Credit Agreement, dated as of April 26, 2013, among TAP Funding Ltd., as borrower, the lenders party thereto and ABN AMRO Capital USA LLC, as administrative agent, and (iv) the Credit Agreement, dated as of August 5, 2011, among TW Container Leasing, Ltd., the lenders party thereto and ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPFargo Securities LLC, counsel to as administrative agent, required for the Borrower Partiesto certify that no default or event of default exists under any Indebtedness facilities to which the Borrower, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have receivedGuarantor or Subsidiaries is an obligor, with respect to in each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, case certified as complete and correct copy of and in full force and effect, except to the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing extent conditioned on the execution, delivery and performance by such Person simultaneous effectiveness of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5;. (g) The Borrowers Borrower shall have paid all fees required to be paid or caused to be paid to the Revolving Facility Lenders on or before Administrative Agent all fees as described in the Seventh Amendment Effective Date (fee letter between the Administrative Agent and the Borrower, including, without limitation, a fee for the account of each Lender who executes and delivers this Amendment Fees and no later than 5:00 p.m. eastern time on October 26, 2016, an amendment fee equal to 12.5 basis points of the Upfront Fees); andrespective Commitment of such Lender. (h) The Borrowers Borrower shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent amounts described in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel Section 8(b) hereof that have been invoiced prior to the Administrative Agents)date hereof.

Conditions of Effectiveness. This Amendment shall become effective as of the date (the “Seventh Fifth Amendment Effective Date”) on which when, and only when, each of the following conditions precedent shall have been satisfied (or waived):satisfied: (a) The Revolving Facility Administrative Agent shall have received counterparts of this Amendment executed by the Borrowers, the Revolving Facility Lenders and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”); (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy dated as of the resolutions Fifth Amendment Effective Date, an executed counterpart hereof from each of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery Borrowers and performance by such Person of this Amendment;the Required Lenders. (fb) The Revolving Facility Administrative Agent shall have received, dated as of the Fifth Amendment Effective Date, an executed counterpart of the Consent, Reaffirmation, and Agreement of Guarantor from each Guarantor. (c) The Administrative Agent shall have received a certificate of the secretary or an assistant secretary of each Credit Party executing any Credit Documents as of the Fifth Amendment Effective Date, dated the Fifth Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Borrower confirming compliance with Agent, certifying (i) that the conditions precedent set forth in clause organizational documents of such Credit Party have not been amended, amended and restated, or otherwise modified since the Third Amendment Effective Date (band if such organizational documents have been amended, amended and restated, or otherwise modified, attaching copies thereof) and (ii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Credit Party, authorizing the execution, delivery and performance of this Section 5;Agreement and the other Credit Documents to which it is a party, and as to the incumbency and genuineness of the signature of each officer of such Credit Party executing this Agreement or any of such other Credit Documents, and attaching all such copies of the documents described above, as applicable. (gd) The Borrowers shall have paid all fees required to be paid to be paid to the Administrative Agent a nonrefundable fee in the amount of 0.125% multiplied by the sum of the then outstanding: (i) Term Loans; (ii) Revolving Facility Lenders on or before Credit Loan Commitments; and (iii) interest at the Seventh PIK Interest Rate with respect to the Term Loans and Non-Revolving Revolving Loans, which fee shall be deemed fully earned as of the Fifth Amendment Effective Date and shall be for the pro-rata benefit of each Lender who approves this Amendment. (e) To the extent invoiced at least one (1) Business Day prior to the Fifth Amendment Effective Date, the Borrowers shall have paid all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Amendment (including, without limitation, the Amendment Fees reasonable fees and out-of-pocket expenses of counsel and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of financial advisor for the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agentsrespect thereto).

Conditions of Effectiveness. This Amendment shall become effective as of the date (first above written when, and only when the “Seventh Amendment Effective Date”) on which the following conditions Agent shall have been satisfied (or waived): (a) The Revolving Facility Administrative Agent received payment of the fees set out in that certain Fee Letter dated September 20, 2006 between the Borrower and the Agent, and shall have received counterparts of this Amendment executed by the BorrowersCompany and all of the Lenders or, as to any of the Revolving Facility Lenders Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment and shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) Certified copies of the resolutions of the Board of Directors of the Company approving this Amendment and the Increasing Lenders onmatters contemplated hereby and thereby and of all documents evidencing other necessary corporate action and governmental approvals, or prior toif any, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”); (b) After giving effect with respect to this Amendment and the transactions matters contemplated hereby. (b) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Amendment and the other documents to be delivered hereunder. (c) A favorable opinion of the Vice President and General Counsel of the Company, with respect to this Amendment and the Credit Agreement as amended hereby, in substantially the form of Exhibit A to this Amendment. (d) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent. (e) A certificate signed by a duly authorized officer of the Company stating that (and the Company hereby represents and warrants that): (i) The representations and warranties set forth contained in Article 5 Section 4 of this Amendment and in Section 4.01 of the Credit Agreement (Agreement, as amended by this Amendment) hereby, are true correct on and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect date of such certificate as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (hii) The Borrowers shall have paid all reasonable No event has occurred and documented costs and expenses is continuing that constitutes a Default. This Amendment is subject to the provisions of Section 9.01 of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)Credit Agreement.

Conditions of Effectiveness. This Amendment (a) The Agreement shall become effective as of the date (Effective Date of this Agreement upon the “Seventh Amendment Effective Date”) on which satisfaction of all of the following conditions conditions: (i) Borrowers shall have been satisfied delivered to Administrative Agent an original (or waived):executed faxed or electronic copy) of this Agreement, duly executed by each of the Loan Parties; (aii) The Revolving Facility Borrowers shall have delivered to Administrative Agent fully executed copies of the Parent Second $5,000,000 Debt Documents and the same shall be in full force and effect, and shall be satisfactory in all respects to Administrative Agent; (iii) Administrative Agent shall have received counterparts of this Amendment executed by evidence that the Borrowers, the Revolving Facility Lenders and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”); (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 full proceeds of the Credit Agreement (Parent Second $5,000,000 Debt received by Parent shall have been contributed as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except equity to the extent such representations capital of Danimer Holdings in form and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably substance satisfactory to the Revolving Facility Administrative Agent; (eiv) The Revolving Facility Administrative Agent each of the representations and warranties contained in Section 6 of this Agreement shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a be true, complete correct and correct copy accurate as of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person date of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees)Agreement; and (hv) The Borrowers shall have paid the receipt by Administrative Agent of the payment, in immediately available funds, of all reasonable and documented costs out-of-pocket fees, costs, charges and expenses of the Revolving Facility incurred by Administrative Agent in connection with the preparation, execution and delivery of this Amendment (Agreement or any of the transactions arising hereunder or otherwise related hereto or referred to herein, including any actual out-of-pocket costs, expenses, charges or expenses of Administrative Agent and the reasonable and documented fees, charges and disbursements of counsel for Administrative Agent. (b) The parties hereto specifically acknowledge and agree that: (i) the execution and delivery of this Agreement shall not be deemed to create a course of dealing or otherwise obligate Administrative Agent or Lenders to execute similar agreements under the same, similar or different circumstances in the future; and (ii) neither Administrative Agent nor any Lender has any obligation to further amend provisions of, or waive compliance with or consent to a departure from the requirements of, the Existing Loan Agreement or any of the other charges Loan Documents. Except as expressly amended pursuant hereto, the Existing Loan Agreement and each of Shearman & Sterling LLP as counsel the other Loan Documents shall remain unchanged and in full force and effect and are hereby ratified and confirmed in all respects, and the Collateral described in the Loan Documents shall continue to secure the Obligations. Each of the Guarantors party hereto: (i) specifically consents to the Administrative Agents)terms of this Agreement; (ii) reaffirms its obligations under its Guaranty and under all other Loan Documents to which it is a party; (iii) reaffirms the waivers of each and every one of the defenses to such obligations as set forth in such Guaranty and each such other Loan Document; and (iv) reaffirms that its obligations under such Guaranty and each such other Loan Document are separate and distinct from the obligations of any other party under the Loan Documents.

Conditions of Effectiveness. This Amendment The obligations of the Lenders to make Loans (or to purchase participations in Swingline Loans) and of the Issuing Bank to issue Letters of Credit hereunder shall become effective as of on the date (the “Seventh Amendment Effective Date”) on which each of the following conditions shall have been is satisfied (or waivedwaived in accordance with Section 10.02): (a) The Revolving Facility Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received counterparts of this Amendment executed by reasonably satisfactory written opinions (addressed to the Borrowers, Administrative Agent and the Revolving Facility Lenders and dated the Increasing Lenders on, or prior to, 3:00 p.m., Closing Date) of New York City time on April 17, 2015 (the “Consent Deadline”); (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 of counsel for the Credit Agreement (Parties, covering such matters as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of Required Lenders shall reasonably request. The Credit Parties hereby request such date, except counsel to the extent deliver such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing;opinion. (c) Immediately prior toThe Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and after giving effect to this Amendmentgood standing of the Credit Parties, the Commitment Increase pursuant to Section 2 authorization of the Transactions and any transaction consummated other legal matters relating to the Credit Parties, this Agreement or the Transactions, all in connection therewith, form and substance satisfactory to the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00;Administrative Agent and its counsel. (d) The Revolving Facility Administrative Agent shall have received a legal opinion certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPeach Credit Party, counsel to stating that: (i) the Borrower Parties, addressed to representations and warranties contained in Article III of this Agreement are correct on and as of the Lender Group Closing Date; and reasonably satisfactory to the Revolving Facility Administrative Agent;(ii) no event has occurred and is continuing that constitutes a Default. (e) The Revolving Facility Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out‑of‑pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) All governmental and material third party approvals necessary in connection with the execution, delivery and performance of this Agreement shall have been obtained and be in full force and effect. (i) The Administrative Agent shall have received, at least three days prior to the Closing Date, all documentation and other information regarding the Borrower requested in connection with respect applicable "know your customer" and anti-money laundering rules and regulations, including the Patriot Act, to each the extent requested in writing of the Borrower Partyat least 10 days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, at least three days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date, a loan certificate signed Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the secretary or assistant secretary of such Person, certifying a true, complete condition set forth in this clause (ii) shall be deemed to be satisfied). The Administrative Agent shall notify the Borrower and correct copy the Lenders of the resolutions Closing Date, and such notice shall be conclusive and binding. Without limiting the generality of such Person (the provisions of the third paragraph of Article IX, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or its general partneraccepted, members or managerto be satisfied with, as applicable) authorizing each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid notice from such Lender prior to the Revolving Facility Lenders on or before the Seventh Amendment Effective proposed Closing Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)specifying its objection thereto.

Conditions of Effectiveness. This Amendment shall become effective as of the date (hereof, but only upon receipt by Secured Party of each of the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived):following: (a) The Revolving Facility Administrative Agent each agreement, document and instrument set forth on the Amendment No. 3 Closing Document Checklist attached hereto as Exhibit A, each in form and substance satisfactory to Secured Party; (i) evidence that Debtor shall have received counterparts (or shall be deemed to have received), not less than $15,000,000 in proceeds pursuant to the Secured Subordinated Debt Documents; (ii) duly executed copies of this Amendment the Secured Subordinated Debt Documents, each in form and substance satisfactory to Secured Party and certified as true, complete and accurate by an officer of Debtor; (iii) the new Subordination Agreement, executed by the Borrowers, the Revolving Facility Lenders LFB and the Increasing Lenders onDebtor, or prior toin form and substance satisfactory to Secured Party; and (iv) a certificate from a duly authorized officer of Debtor, 3:00 p.m., New York City time on April 17, 2015 (certifying that all conditions to the “Consent Deadline”); (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 effectiveness of the Credit Note Purchase Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuingbeen satisfied; (c) Immediately prior to(i) the terms of the LFB Second Mortgage shall be expressly subordinated to the Indebtedness to the satisfaction of Secured Party (as determined in Secured Party’s sole discretion) and (ii) Debtor shall provide, or cause to be provided to Secured Party, at Debtor’s sole cost and expense, a commitment to issue a general endorsement, and after giving effect such other endorsements required by Secured Party, to this Amendment, Secured Party’s loan title insurance policy issued by Old Republic National Title Insurance Company (the Commitment Increase pursuant to Section 2 “Title Company”) and any transaction consummated identified as policy number MM 5135119 in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on form of a pro forma basisendorsement signed by the Title Company insuring that the Mortgage granted by Debtor in favor of Secured Party continues to have a first priority mortgage lien in the Property (as defined in the Mortgage) after taking into account the second mortgage lien granted by Debtor in favor of LFB, than 4.50 which endorsement shall be in form and substance acceptable to 1.00;Secured Party. (d) The Revolving Facility Administrative Agent shall have received a legal opinion from the proceeds of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPthe Secured Subordinated Note, counsel to $4,000,000.00 representing the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative AgentCash Collateral (as defined herein); (e) The Revolving Facility Administrative Agent shall have received, payment of Secured Party’s expenses incurred in connection with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent an amendment fee in the amount of $25,000.00, which fee shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5;be fully earned and due and payable and non-refundable when paid; and (g) The Borrowers such other certificates, instruments, documents, and agreements as may be required by Secured Party or its counsel, each of which shall have paid all fees required be in form and substance satisfactory to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees Secured Party and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)its counsel.

Conditions of Effectiveness. This Amendment No. 4 shall become effective as of the date first above written (but in no event shall such date occur after January 2, 2003) (the “Seventh Amendment Effective Date”"AMENDMENT NO. 4 EFFECTIVE DATE") on which the following conditions shall have been satisfied (or waived):when, and only when, (a) The Revolving Facility the Administrative Agent shall have received the following in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Lender Party: (i) counterparts of this Amendment No. 4 executed by the Borrowers, the Revolving Facility Lenders undersigned and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”)each Required Lender; (bii) After giving effect to this Amendment and the transactions contemplated herebyConsent attached hereto, the representations and warranties set forth in Article 5 executed by each Subsidiary Guarantor; (iii) a certificate of the Credit Agreement Domestic Borrower and each Domestic Subsidiary Guarantor, signed on behalf of each such Loan Party by a Responsible Officer, dated the Amendment No. 4 Effective Date (as amended by this Amendment) are the statements made in which certificate shall be true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment No. 4 Effective Date), no Default or Event of Default shall have occurred and be continuing;certifying as to (cA) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a an attached true, complete and correct copy of a certificate of the Secretary of State of the jurisdiction of each such Loan Party, dated reasonably near the Amendment No. 4 Effective Date, certifying (A) as to a true and correct copy of the charter of such Loan Party and each amendment thereto on file in such Secretary of State's Office and (B) that such amendments are the only amendments to such Loan Party's charter on file in such Secretary of State's Office, (B) an attached, true, correct and complete copy of the bylaws of such Loan Party as in effect on the date on which the resolutions referred to in Section 2(a)(iii)(C) were adopted and on the Amendment No. 4 Effective Date, (C) an attached, true, correct and complete copy of the resolutions of the Board of Directors of such Person (or its general partner, members or manager, as applicable) Loan Party authorizing the execution, delivery and performance by such Person Loan Party of this Amendmenteach of the foregoing Loan Documents to which it is a party, (D) the due incorporation and good standing or valid existence of such Loan Party as a corporation organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, (E) the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party, (F) the truth in all material respects of the representations and warranties contained in the Loan Documents as though made on and as of the Amendment No. 4 Effective Date, and (G) the absence of any event occurring and continuing, or resulting from the making of such Term B Advance, that constitutes a Default; (fiv) The Revolving Facility a Notice of Borrowing relating to such Term B Advance; (v) a favorable opinion of Fried, Frank, Harris, Shriver & Jacobson, counsel for the Loan Parties as ▇▇ ▇▇▇ valid ▇▇▇▇tence and good standing of the New York and Delaware Loan Parties, their due power and authority to execute this Amendment No. 4, and this Amendment No. 4 representing the legal, valid, and binding obligation of the Domestic Borrower (it being acknowledged and agreed that these opinions will be subject to customary assumptions and limitations), and as to such additional matters as may arise and be reasonably requested by the Administrative Agent; (vi) 6-year pro forma consolidated and consolidating projections, including pro forma income statements, cash flow statements and balance sheets, as well as a balance sheet as of September 30, 2002, after giving pro forma effect to Amendment No. 4; and (vii) a certificate from the chief financial officer of the Domestic Borrower with respect to the solvency (on a consolidated basis) of the Domestic Borrower and its Subsidiaries both immediately before and immediately after the consummation of the transactions to occur with the making of such Term B Advance; and (b) the following events shall have occurred: (i) the conditions set forth in Section 2(a) above have been satisfied; (ii) the Total Term B Commitment shall be equal to or greater than $30 million; (iii) on the date of such Term B Advance, after giving effect to Amendment No. 4: (A) Consolidated EBITDA of the Domestic Borrower for the twelve month period ended September 30, 2002 calculated on a pro forma basis after giving effect to such Term B Advance, shall not be less than $41 million; (B) the ratio of Consolidated total Debt for Borrowed Money of the Domestic Borrower and its Subsidiaries as of September 30, 2002, to Consolidated EBITDA ended September 30, 2002, calculated on a pro forma basis after giving effect to such Term B Advance, shall be equal to or less than 5.75:1; (C) the ratio of the sum of (1) Consolidated total Debt for Borrowed Money of the Domestic Borrower and its Subsidiaries less (2) Subordinated Debt, in each case as of September 30, 2002, to Consolidated EBITDA ended September 30, 2002, calculated on a pro forma basis after giving effect to such Term B Advance, shall be equal to or less than 2.15:1; (D) neither Moody's nor Standard & Poor's shall have lowered it▇ ▇▇▇▇▇t rating or outlook for the Facility, or any other obligations of the Domestic Borrower, from ratings in effect on September 30, 2002; (iv) there shall not have occurred or become known any Material Adverse Change since December 31, 2001; and (v) the payment to the Administrative Agent shall have received a certificate of the secretary or an assistant secretary all accrued and unpaid fees, costs and expenses of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (Agent including, without limitation, the Amendment Fees accrued and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs unpaid fees and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)Agent and Lead Arranger, and the fees, costs and expenses payable pursuant to Section 4 below.

Conditions of Effectiveness. This Amendment shall become effective as upon the satisfaction of the date (the “Seventh Amendment Effective Date”) on which all of the following conditions shall have been satisfied (precedent or waived): (a) The Revolving Facility Administrative Agent shall have received counterparts of this Amendment executed waiver thereof by the Borrowers, the Revolving Facility Lenders ▇▇▇▇▇▇▇▇▇ and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time in reliance on April 17, 2015 (the “Consent Deadline”); (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 Section 20 hereof (such date, the “Second Amendment Effective Date”): 17.1 Purchaser shall have received a copy of this Amendment duly executed and delivered by the Credit Agreement (Company, as amended by issuer, certain of its Subsidiaries, as Guarantors, the Collateral Agent and Purchaser; 17.2 Purchaser shall have received a certification from each Note Party that the representations and warranties contained in this Amendment) , in the Existing Agreement and in the other Note Documents are true and correct in all material respects on and as of the Seventh Second Amendment Effective Date, with Date to the same effect extent as though made on and as of such that date, except to the extent such representations and warranties expressly specifically relate to an earlier date (date, in which case such representations and warranties shall be have been true and correct in all material respects on and as of such earlier date) ; provided that, in each case, such materiality qualifier shall not apply to any representations and immediately prior warranties to the extent already qualified or modified by materiality or similar concept in the text thereof; 17.3 Both before and after giving effect to the Seventh Amendment Effective Datethis Amendment, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to17.4 The Note Parties shall have paid all outstanding costs and expenses owed to Purchaser and the Collateral Agent pursuant to Section 10.2 of the Existing Appendix to the Existing Agreement; 17.5 Purchaser shall have received a Solvency Certificate from the Company dated as of the Second Amendment Effective Date and addressed to Purchaser, and in form, scope and substance reasonably satisfactory to Purchaser, with appropriate attachments and demonstrating that after giving effect to the consummation of the transactions contemplated by this AmendmentAmendment to be consummated on the Second Amendment Effective Date, the Commitment Increase pursuant to Section 2 Company and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility its Subsidiaries each is fully drawn) shall and will be no greater, calculated on a pro forma basis, than 4.50 to 1.00Solvent; (d) 17.6 The Revolving Facility Administrative Agent Purchaser shall have received a legal opinion in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPeach Note Party (i) sufficient copies of each Organizational Document, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to in each Borrower Party, a loan certificate signed case certified by the secretary or assistant secretary an Authorized Officer of such Person, certifying a true, complete and correct copy Note Party as of the Second Amendment Effective Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Note Party executing this Amendment to which it is a party; (iii) resolutions of such Person (or its general partner, members or manager, as applicable) the Board of Directors of each Note Party approving and authorizing the execution, delivery and performance by such Person of this Amendment;Amendment to which it is a party or by which it or its assets may be bound as of the Second Amendment Effective Date, certified as of the Second Amendment Effective Date by an appropriate Authorized Officer as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of such Note Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Second Amendment Effective Date; and (v) such other documents as the Purchaser may reasonably request; and (f) The Revolving Facility Administrative 17.7 Purchaser and the Collateral Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance all other information with the conditions precedent set forth in clause (b) of respect to this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitationAmendment, the Amendment Fees and Existing Agreement or any other Note Documents as reasonably requested by Purchaser or the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented feesCollateral Agent, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)respectively.

Conditions of Effectiveness. This Amendment (a) Conditions Precedent to Closing Date. No Lender shall become effective as of be required or obligated on the date (Closing Date to make any Advance, and no Issuing Bank shall be required or obligated to make L/C Credit Extensions, in each case until the “Seventh Amendment Effective Date”) first Business Day on which the following conditions shall precedent have been satisfied (or waived, as evidenced by an “effective date” notice to the Borrower from each Issuing Bank and the Administrative Agent), as determined by each Lender and each such Issuing Bank (provided that if the Closing Date does not occur on or before May 31, 2006, the Commitments of the Lender Parties shall terminate on such date): (i) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) (unless otherwise specified), each properly executed by a Responsible Officer of the Borrower, each dated the date of the Initial Borrowing (the “Closing Date”) (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Lender Parties (unless otherwise specified) and in sufficient copies for each Agent and the Borrower (unless otherwise specified): (a) The Revolving Facility Administrative Agent shall have received five (5) executed counterparts of this Amendment executed by the Borrowers, the Revolving Facility Lenders Agreement; 61 AESC Amended and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”);Restated Credit Agreement (b) After to the extent requested, duly executed Notes of the Borrower for the account of each Lender that has so requested complying with the provisions of Section 2.14; (c) a security agreement in substantially the form of Exhibit D hereto (the “Security Agreement”), duly executed by the Borrower, together with: (i) proper financing statements, duly completed for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or reasonably desirable in order to perfect and protect the liens and security interests created under the Collateral Documents in favor of the Secured Parties, covering the Collateral described in the Collateral Documents; (ii) results of lien searches, dated on or no earlier than 45 days before the Closing Date, for existing financing statements filed in the jurisdictions referred to in Section 3.01(a)(iii)(A) that name the Borrower as debtor, together with copies of all such financing statements; and (iii) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens and security interests in favor of the Secured Parties created under the Security Agreement and the Account Control Agreements (both before and after giving effect to this the Closing Date Transactions), other than the Other Perfection Requirements, has been taken; (d) an amendment to each Amended and Restated Mortgage (in recordable form and otherwise in form and substance satisfactory to the Administrative Agent) (collectively, the “Amendments”), duly executed and delivered by the Borrower, so as to create or ensure the continued effectiveness of the Liens created thereby, all as determined by the Administrative Agent and its counsel, together with: (i) confirmation from Chicago Title Insurance Company or such other title insurers acceptable to the Administrative Agent recording the Amendments that duly executed counterparts of such Amendments that are sufficient for recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create or continue valid and subsisting Liens on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties have been delivered to Chicago Title Insurance Company or such other title insurer, and evidence reasonably satisfactory to the Administrative Agent that all filing and recording taxes and fees have been paid; (ii) a fully paid “date down” endorsement to each Mortgage Policy for the properties encumbered by the Amended and Restated Mortgages, as amended 62 AESC Amended and Restated Credit Agreement by the Amendments, in form and substance acceptable to the Administrative Agent, dated the Closing Date and issued by Chicago Title Insurance Company, which (1) states, among other things, that since the effective date of the applicable Mortgage Policy, there have been no changes in the state of title, including no new Liens that do not constitute Permitted Encumbrances (as defined in the applicable Amended and Restated Mortgage, as amended by the Amendment thereto) and (2) shall reduce the liability amounts under the Mortgage Policies to an amount equal to $500,000,000 in the aggregate, which amount shall be allocated among the Mortgage Policies as determined by the Administrative Agent. (iii) at the Administrative Agent’s option, affidavits of the Borrower, dated as of the Closing Date, certifying to the Administrative Agent, the Collateral Agent, the Lender Parties and the transactions contemplated herebytitle insurance company recording the Amendments that there have been no changes, replacements or additions to the improvements on the properties described in the Amended and Restated Mortgages as amended by the Amendments, which encroach upon the property or rights of others, which violate any setback or other zoning requirements or which violate any agreements of the Borrower, and otherwise in form and substance satisfactory to the Administrative Agent; and (iv) evidence that all action (including payment by the Borrower of all title search expenses, title insurance premiums, recording fees, mortgage recording taxes and like taxes) that the Administrative Agent may deem necessary or desirable in order to preserve, perfect and protect the liens and security interests created under the Collateral Documents (other than the Other Perfection Requirements) securing all Obligations of the Borrower under the Financing Documents have been taken; (e) a Deposit Account Control Agreement in substantially the form of Exhibit H hereto (as amended, the “PNC Control Agreement”), duly executed by the Borrower and PNC Bank, National Association; (f) certified copies of resolutions of the board of directors of the Borrower approving the Transactions and the execution, delivery and performance of each Financing Document to which the Borrower is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the Transactions and each Financing Document to which the Borrower is or is to be a party; (g) copies of a certificate of the Secretary of State of Delaware, certifying (A) as to a true and correct copy of the certificate of formation of the Borrower and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to such certificate on file in such Secretary’s office, (2) the Borrower has paid all franchise taxes to the date of such certificate and (3) the Borrower is duly formed and in good standing or presently subsisting under the laws of the State of Delaware; 63 AESC Amended and Restated Credit Agreement (h) copies of a certificate of the Secretary of State of each jurisdiction (other than the jurisdiction of its formation) set forth in Schedule 3.01(a) which shall be each jurisdiction where the Borrower conducts a material portion of its business stating that the Borrower is duly qualified to do business and in good standing as a foreign corporation in such State and has filed all annual reports required to be filed to the date of such certificate, as applicable; (i) a certificate signed on behalf of the Borrower by its secretary or any assistant secretary (the statements made in which certificate shall be true on and as of the Closing Date), certifying (A) as to a true and correct copy of the Constituent Documents of the Borrower as of the Closing Date and each amendment to its Constituent Documents, if any, from the date on which the resolutions referred to in Section 3.01(a)(vi) were adopted to the Closing Date, (B) the absence of any proceeding for the dissolution or liquidation of the Borrower and (C) the names and true signatures of the officers of the Borrower authorized to sign each Financing Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder; (j) forecasts prepared by management of the Borrower of balance sheets, income statements and cash flow statements of the Borrower reasonably acceptable to the Administrative Agent on a consolidated basis for each fiscal quarter commencing with the fiscal quarter ending March 31, 2006 through the fiscal quarter ending December 31, 2010; (k) legal opinions of appropriate counsel for the Borrower, as to such matters as any Lender may reasonably request; (l) a legal opinion of Shearman & Sterling LLP, counsel to the Administrative Agent, as to such matters as the Administrative Agent may reasonably request; (m) certificates signed by a Responsible Officer of the Borrower to the effect that (A) the representations and warranties set forth contained in Article 5 of the Credit Agreement (as amended by this Amendment) IV are true and correct in all material respects on and as of the Seventh Amendment Effective Date, with the same effect Closing Date as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both immediately before and immediately prior to and after giving effect to the Seventh Amendment Effective Date, consummation of that portion of the Transactions being effected on the Closing Date (the “Closing Date Transactions”); and (B) no Default or Event of Default shall have has occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, is continuing or would result from the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, Initial Borrowing or would result from the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy consummation of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Closing Date (including, without limitation, the Amendment Fees and the Upfront Fees)Transactions; and (hn) The Borrowers shall have paid all reasonable audited Consolidated financial statements for the Borrower and documented costs and expenses of its Subsidiaries for the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented feesfiscal year ending December 31, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)2005.

Conditions of Effectiveness. This Amendment shall become effective as of when the date (the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived): (a) The Revolving Facility Administrative Agent shall have received counterparts of this Amendment executed by the Borrowers, Company and the Revolving Facility Required Lenders and counterparts of the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 Consent attached hereto (the “Consent DeadlineConsent”) executed by each Guarantor; provided that Sections 1(a), 1(b), 1(c), 1(k), 2 and 4 of this Amendment shall become effective as of the date first above written when, and only when, the following conditions shall have been satisfied: (a) the Administrative Agent shall have received : (i) counterparts of this Amendment executed by the Company and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment; (bii) After certified copies of (A) the resolutions of the Board of Directors of (1) the Company approving this Amendment and the matters contemplated hereby and (2) each Guarantor evidencing approval of the Consent and (B) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the Consent and the matters contemplated hereby and thereby; (iii) a certificate signed by a duly authorized officer of the Company stating that (A) the representations and warranties contained in Section 6 of this Amendment are true and correct on and as of the date of such certificate and after giving effect to this Amendment and (including the transactions contemplated hereby, the representations and warranties set forth in Article 5 Borrowing deemed to be made pursuant to Section 4 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, date (except to the extent that any such representations and warranties expressly relate specifically refer to an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects case, as of such earlier date); and (b) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default exists or would result from the effectiveness of this Amendment (or the consummation of the transaction contemplated by this Amendment, including the Borrowing deemed to be made pursuant to Section 4 of this Amendment); (b) the Company shall have occurred paid to the Administrative Agent (i) all fees that are due and be continuing;payable at such time pursuant to any written agreement of the Company and (ii) for the account of each Term B Lender, the prepayment premium payable to such Lender pursuant to Section 2.7(a)(ii)(B) of the Credit Agreement (as in effect prior to giving effect to Section 1(k) hereof) as a result of the prepayment contemplated by Section 4(a) of this Amendment; and (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers Company shall have paid all fees required to be paid to be paid accrued and unpaid Attorney Costs of the Administrative Agent which have been invoiced at least 2 days prior to the Revolving Facility Lenders on or before date hereof. This Amendment is subject to the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses provisions of Section 11.3 of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)Credit Agreement.

Conditions of Effectiveness. This Amendment shall not become effective until each of the following has been satisfied: 3.1 This Amendment shall have been executed by the Loan Parties, the Agent, and the Banks. 3.2 The Loan Parties shall have furnished to the Agent such certified copies of the resolutions of the Board of Directors or the members, as the case may be, of the Loan Parties as requested by the Agent approving this Amendment, and of all documents evidencing other necessary corporate or company action, as the case may be, and governmental approvals, if any, with respect to this Amendment. 3.3 The Loan Parties shall have furnished to the Agent such other approvals, opinions, or documents as the Agent may reasonably request. 3.4 The Loan Parties shall have paid all out of pocket fees and disbursements of the Agent, including all unpaid fees and disbursements of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ PLLC due and owing as of the date (the “Seventh Amendment Effective Date”) on which the following conditions of this Amendment. 3.5 The Loan Parties shall have been satisfied (executed and delivered, or waived): (a) The Revolving Facility Administrative caused to be executed and delivered, such amendments and agreements in respect of the Subordination Agreements and any document, instrument or agreement evidencing or executed in connection with any Subordinated Debt as shall be acceptable to the Agent. Notwithstanding the foregoing, the Agent and the Banks acknowledge and agree that it shall have received counterparts not be a condition precedent to the effectiveness of this Amendment that any such items be executed and delivered by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a holder of Subordinated Debt and nor shall it be a condition precedent to the Borrowers, effectiveness of the Revolving Facility Lenders and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”); (b) After giving effect Tenth Amendment to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects dated as of August 1, 2005, or the Seventh Eleventh Amendment Effective Date, with the same effect as though made on and to Credit Agreement dated as of such dateSeptember 30, except to the extent such representations 2005, that any similar items otherwise previously required in connection therewith be executed and warranties expressly relate to an earlier date delivered by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; provided that (in which case such representations and warranties y) nothing herein shall be true and correct in all material respects as deemed a waiver of such earlier date) and immediately prior to and after giving effect to any of the Seventh Amendment Effective Date, no Default rights or Event remedies of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, Agent or the Senior Secured Leverage Ratio (assuming Banks under the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion Subordination Agreement of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, all of which the Agent and the Banks hereby expressly reserve, and (z) this allowance with respect to ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, be strictly limited as stated above with respect to each Borrower Party▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in connection with such Tenth Amendment, the Eleventh Amendment, and this Amendment, and nothing herein shall be construed as a waiver of, a loan certificate signed by the secretary consent to or assistant secretary of such Personany modification or amendment, certifying a trueor limitation of, complete and correct copy of the resolutions of such Person (any term or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) condition of this Section 5; (g) The Borrowers shall have paid 3.5 with respect to any other holder of Subordinated Debt or of any rights or remedies of the Agent or the Banks under any Subordination Agreement of any such other holder, all fees required to be paid to be paid to of which the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees Agent and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)Banks hereby expressly reserve.

Conditions of Effectiveness. Upon satisfaction of the following, the effective date of this Amendment shall be December 2, 2002 (the "EFFECTIVE DATE"). This Amendment shall become effective as of the date (the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived):when, and only when: (a) The Revolving Facility Administrative Agent the Noteholder shall have received counterparts all of the following documents, each (unless otherwise indicated) being dated the date hereof, in form and substance satisfactory to the Noteholder: (i) executed originals of each of this Amendment executed by the Borrowers, the Revolving Facility Lenders and the Increasing Lenders onConsent of Guarantors, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”)attached hereto; (bii) After giving effect a duly executed Credit Agreement Amendment (as hereinafter defined) in form and substance acceptable to the Noteholder under which all conditions have been satisfied and that is in full force and effect; (iii) an executed allonge to the Note in the form of Exhibit A hereto, and otherwise acceptable to the Noteholder; (iv) a duly executed letter from General Electric Capital Corporation, in form and substance acceptable to the Noteholder, confirming that the conditions set forth in the securitization agreement with the Company have been satisfied; (v) certified copies of the resolutions of the Board of Directors of the Company authorizing this Amendment and the transactions contemplated herebythereby; (vi) a certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers authorized to sign this Amendment on behalf of the Company and any other documents to be delivered by the Company hereunder; (vii) the opinions of counsel to the Company and the Guarantors containing such opinions and in form and substance acceptable to the Noteholder and its counsel; and (viii) such other documents, instruments, approvals or opinions as the Noteholder may reasonably request. (b) the Company shall have paid to the Noteholder an amendment fee equal to 0.25% of the outstanding principal amount of the Notes. (c) the Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder. (d) the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are contained herein shall be true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such datethe date hereof, except to and there shall exist on the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, hereof no Default or Event of Default or Default; except as disclosed in writing to the Noteholder, there shall exist no material adverse change in the financial condition, business operation or prospects of the Company or its Subsidiaries since December 30, 2001; and the Company shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel delivered to the Borrower Parties, addressed Noteholder an Officer's Certificate to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)effect.

Conditions of Effectiveness. This Amendment shall become effective when, and only when, and as of the date (the “Seventh "Amendment No. 3 Effective Date”") on which which, (x) the following conditions shall have been satisfied (or waived): (a) The Revolving Facility Administrative Agent shall have received counterparts of this Amendment executed by the BorrowersCompany and Lenders with aggregate Percentages of 66-2/3% or more or, as to any of the Revolving Facility Lenders Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment and (y) the Increasing Lenders onAdministrative Agent shall have additionally received all fees due and payable in connection with this Amendment No. 3, payment of all accrued fees and expenses of the Administrative Agent (including the reasonable and accrued fees of counsel to the Administrative Agent invoiced on or prior toto the date hereof and all of the following documents, 3:00 p.m.each such document (unless otherwise specified) dated the date of receipt thereof by the Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender, New York City time on April 17, 2015 in form and substance satisfactory to the Agent (the “Consent Deadline”);unless otherwise specified): (ba) After giving effect to Certified copies of (i) the resolutions of the Board of Directors of (A) the Company approving this Amendment and the transactions matters contemplated hereby, the representations hereby and warranties set forth in Article 5 thereby and (B) each Guarantor evidencing approval of the Credit Agreement Consent and the matters contemplated hereby and thereby provided that no German entity shall be required to deliver copies of resolutions unless resolutions are necessary pursuant to its Organization Documents and (as amended by this Amendmentii) are true all documents evidencing other necessary corporate action and correct in all material respects as of the Seventh Amendment Effective Dategovernmental approvals, if any, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect respect to this Amendment, the Commitment Increase pursuant to Section 2 Consent and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00;matters contemplated hereby and thereby. (db) The Revolving Facility Administrative Agent A certificate of the Secretary or an Assistant Secretary or director of the Company and each Guarantor certifying the names and true signatures of the officers of the Company and such Guarantor authorized to sign this Amendment and the Consent and the other documents to be delivered hereunder and thereunder, provided that, in lieu of the foregoing, each German Entity shall have received deliver a legal opinion certified copy of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to its current excerpt of the Borrower Parties, addressed to the Lender Group commercial register file (Handelsregisterauszug) and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct certified copy of the resolutions specimen signature (Unterschriftenprobe) currently filed with the commercial register of the representative of such Person (or its general partnerwho will execute, members or managerdeliver and perform the Amendment, as applicable) authorizing the execution, delivery Consent and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required other documents to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees delivered hereunder and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)thereunder.

Conditions of Effectiveness. This Amendment The amendment and restatement of the Existing Credit Agreement pursuant to Section 1 of this Agreement shall become effective as of the first date (the “Seventh Amendment Restatement Effective Date”) on which each of the following conditions shall have been satisfied (or waived):satisfied: (a) The Revolving Facility Administrative Agent (or its counsel) shall have received (i) from each of the Borrowers, each Lender, each New Lender and the Departing Lender either a counterpart of this Agreement signed on behalf of such party or written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the Loan Documents and such other legal opinions, certificates, resolutions, documents, instruments and agreements in respect of the Loan Parties as the Administrative Agent shall have received counterparts reasonably requested in connection with the Transactions, all in form and substance satisfactory to the Company and Administrative Agent and its counsel and as further described in the list of this Amendment executed by closing documents attached as Exhibit E to the Borrowers, the Revolving Facility Lenders and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”);Restated Credit Agreement. (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal favorable written opinion (addressed to the Administrative Agent and the Lenders (but not the Departing Lender) under the Restated Credit Agreement and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, U.S. counsel for the Loan Parties, substantially in the form of Exhibit B-1 to the Restated Credit Agreement, (ii) ▇▇▇▇▇▇▇, Bermuda counsel for the Loan Parties, substantially in the form of Exhibit B-2 to the Restated Credit Agreement, (iii) Stibbe, Dutch counsel for the Loan Parties, substantially in the form of Exhibit B-3 to the Restated Credit Agreement, (iv) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPZurich, Swiss counsel for the Loan Parties, substantially in the form of Exhibit B-4 to the Borrower Restated Credit Agreement, (v) HWL Ebsworth, Australian counsel for the Loan Parties, addressed substantially in the form of Exhibit B-5 to the Lender Group and reasonably satisfactory Restated Credit Agreement, (vi) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Stirling Scales, Nova Scotia counsel for the Loan Parties, substantially in the form of Exhibit B-6 to the Revolving Facility Administrative Agent; Restated Credit Agreement, (evii) The Revolving Facility ▇▇▇▇▇ Lovells, German counsel for the Loan Parties, substantially in the form of Exhibit B-7 to the Restated Credit Agreement, (viii) Macfarlanes, English counsel for the Loan Parties, substantially in the form of Exhibit B-8 to the Restated Credit Agreement, (ix) ▇▇▇▇▇▇ and Calder, Irish counsel for the Loan Parties, substantially in the form of Exhibit B-9 to the Restated Credit Agreement, (x) DunnCox, Jamaican counsel for the Loan Parties, substantially in the form of Exhibit B-10 to the Restated Credit Agreement, (xi) BonelliErede, Italian counsel for the Loan Parties, substantially in the form of Exhibit B-11 to the Restated Credit Agreement, and (xii) Blackadders, Scottish counsel for the Loan Parties, substantially in the form of Exhibit B-12 to the Restated Credit Agreement, and in each case covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall have receivedreasonably requested. The Company hereby requests such counsels to deliver such opinions. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel have reasonably requested relating to the organization, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete existence and correct copy good standing of the resolutions initial Loan Parties, the authorization of the Transactions and any other legal matters relating to such Person (Loan Parties, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its general partner, members or manager, counsel and as applicable) authorizing further described in the execution, delivery and performance by such Person list of this Amendment;closing documents attached as Exhibit E to the Restated Credit Agreement. (fd) The Revolving Facility Administrative Agent shall have received a certificate certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the secretary or an assistant secretary of the Administrative Borrower Company, confirming compliance with the conditions precedent set forth in clause paragraphs (a) and (b) of this Section 5;4.02 of the Restated Credit Agreement. (ge) The Borrowers Administrative Agent shall have paid received evidence satisfactory to it of the payment, prior to or simultaneously with the initial Loans under the Restated Credit Agreement, of all interest, fees and premiums, if any, on all loans and other extensions of credit outstanding under the Existing Credit Agreement (other than contingent indemnity obligations). If any LC Disbursements are outstanding as of the Restatement Effective Date, such LC Disbursements shall be repaid, together with any interest accrued thereon. (f) The Administrative Agent shall have received (i) for the account of each Lender (including each New Lender but excluding the Departing Lender) that delivers its executed signature page to this Agreement by no later than the date and time specified by the Administrative Agent, an upfront fee in an amount equal to the applicable amount previously disclosed to the Lenders and (ii) all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid to be paid to by the Revolving Facility Lenders on or before Company under the Seventh Amendment Restated Credit Agreement. Upon the occurrence of the Restatement Effective Date (including, without limitationDate, the Amendment Fees Administrative Agent shall notify the Borrowers and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses Lenders of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable Restatement Effective Date, and documented fees, disbursements such notice shall be conclusive and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)binding.

Conditions of Effectiveness. This The effectiveness of this Amendment shall become (the date on which this amendment becomes effective is referred to herein as, the "Effective Date") and the obligation of Servicer to make lines of credit available to franchisees of Sponsor under the Loan Facility Agreement, as amended hereby, and the obligation of each Participant to purchase its participation therein, is subject to receipt by Servicer of each of the date (following in form and substance satisfactory to Servicer and each of the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived):Participants: (a) The Revolving Facility Administrative Agent shall have received counterparts a fee in the amount of this Amendment executed by $45,000 in immediately available funds, which the Borrowers, Sponsor agrees to pay on the Revolving Facility Lenders and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”)date hereof; (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 from each of the Credit Agreement (as amended by parties hereto a duly executed counterpart of this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior toa certificate of Sponsor, dated as of the date hereof, signed by the Secretary or Assistant Secretary of Sponsor, (i) certifying as to names and after giving effect true signatures of the officers of Sponsor authorized to execute and deliver this Amendment, (ii) certifying that Sponsor's articles of incorporation and bylaws delivered to Servicer on November 3, 1999 have not been amended or modified and are in full force and effect as of the Commitment Increase pursuant date hereof, and (iii) certifying a true and correct copy of the action taken by the Board of Directors or the Sponsor authorizing the Sponsor's execution, delivery and performance of this Amendment and the certificates referred to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00herein; (d) The Revolving Facility Administrative Agent shall have received a legal certificate of the Secretary of State of the State of Georgia as to the existence of the Sponsor as a Georgia corporation; (e) a favorable written opinion of Kilp▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ LLPP, counsel for Sponsor and Guarantors, in form satisfactory to Servicer and each Participant and covering such matters relating to the Borrower Parties, addressed to the Lender Group and transactions contemplated by this Amendment as Servicer may reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendmentrequest; (f) The Revolving Facility Administrative Agent a duly executed amendment to the Servicing Agreement; and (g) in addition, each of the Participants shall have received a certificate of duly executed Participation Certificate from the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)Servicer.

Conditions of Effectiveness. This Amendment shall become effective as THIS AGREEMENT SHALL BECOME EFFECTIVE AS OF THE FIRST DATE (THE “FOURTH AMENDMENT EFFECTIVE DATE”) THAT ALL OF THE FOLLOWING CONDITIONS PRECEDENT SHALL HAVE BEEN SATISFIED: 2.1 The Administrative Agent’s receipt of the date following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the “Seventh Amendment Effective Date”extent set forth below or otherwise requested by the Administrative Agent) on which unless otherwise specified and each in form and substance satisfactory to the following conditions shall have been satisfied (or waived):Administrative Agent: (a) The Revolving Facility Administrative Agent shall have received counterparts of this Amendment Agreement, in such number as requested by the Administrative Agent, duly executed by the BorrowersBorrower, the Revolving Facility Guarantors, the Administrative Agent and Lenders and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”);constituting Required Lenders. (b) After giving effect such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Agreement and the transactions contemplated hereby, the representations and warranties set forth in Article 5 other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of the Credit Agreement Borrower to the effect that no event has occurred and is continuing which constitutes a Default; (as amended by this Amendmentd) are true and correct a fully executed copy of an amendment, in all material respects each case dated as of (or prior to) the Seventh Fourth Amendment Effective Date, with to each of the same effect following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Fourth Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and have been correct in all material respects as of such earlier other date) . 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and immediately the Lenders prior to and after giving effect to the Seventh Fourth Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary scope of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agentsadverse effect is no greater than that which has been disclosed).

Conditions of Effectiveness. This First Amendment shall become effective as upon the satisfaction of the date following conditions precedent (such date, the “Seventh First Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived): (a) The Revolving Facility Administrative Agent shall have received counterparts (each of the documents in subclauses (i) through (iii) being referred to herein as an “Amendment Document”): (i) this Amendment First Amendment, executed and delivered by a duly authorized officer of the BorrowersBorrower, the Revolving Facility Lenders Administrative Agent, and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”)each Lender; (bii) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 a reaffirmation of the Credit Guaranty Agreement (as amended and each Security Document, executed and delivered by this Amendment) are true and correct in all material respects as a duly authorized officer of the Seventh Amendment Effective Dateeach party thereto which is a Group Entity, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, other than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative AgentFibres Chile S.A.; (eiii) The Revolving Facility Administrative Agent shall an amendment to that certain Waiver Letter dated as of August 9, 2015 (the “Existing Waiver Letter”) in the form attached as Annex V hereto, executed and delivered by a duly authorized officer of each party thereto (the “Amendment to Waiver Letter”); (iv) [Reserved.] (v) (A) to the extent the same have receivedbeen amended, with respect to supplemented or otherwise modified since the Restatement Effective Date, a certificate of a Responsible Officer of each of the Borrower and the Parent Guarantor, certifying copies of the Constituent Documents (including any amendments or supplements thereto) of such Loan Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of (B) the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing and approving the execution, delivery and performance by each of the Borrower and the Parent Guarantor of the Amendment Documents to which such Person Loan Party is a party, and (C) all documents evidencing all other necessary company action, governmental approvals and third-party consents, if any, for each of this AmendmentBorrower and the Parent Guarantor with respect to each Amendment Document; (fvi) The Revolving Facility Administrative Agent shall to the extent the same have received changed since the Restatement Effective Date, a certificate of a Responsible Officer of each of Borrower and the secretary or an assistant secretary Parent Guarantor certifying the names and true signatures of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) Responsible Officers of this Section 5such Loan Party authorized to sign each Amendment Document to which such Loan Party is a party; (gvii) The Borrowers shall have paid all fees required to be paid to be paid a certificate from the chief financial officer or chief executive officer of the Parent Guarantor, certifying on behalf of the Parent Guarantor, the Borrower, Rentech Development Corporation, Rentech WP U.S. Inc., RTK WP Holdings, ULC, RTK WP Canada, ULC, RTK WP2 Holdings, ULC, RTK WP2 Canada, ULC, RTK (Luxembourg) WP S.ÀR.L. and ▇▇▇▇▇▇▇ Fibres, Inc. (collectively, the “Certifying Loan Parties”) that, on and as of the First Amendment Effective Date, and after giving effect to the Revolving Facility Lenders on or before transactions contemplated hereby and the Seventh Amendment Effective Date Liens created pursuant hereto, (A) the present fair value of each Certifying Loan Party’s assets exceeds the total amount of such Certifying Loan Party’s liabilities (including, without limitation, contingent liabilities), (B) each Certifying Loan Party has capital and assets sufficient to carry on its businesses, (C) each Certifying Loan Party is not engaged and is not contemplating engagement in a business or a transaction for which its remaining assets are unreasonably small in relation to such business or transaction, (D) no Certifying Loan Party intends to incur or believes that it will incur debts beyond its ability to pay as they become due and (E) no Certifying Loan Party will be rendered insolvent by the execution, delivery and performance of the Amendment Fees Documents and the Upfront Fees)other Loan Documents to which it is a party or by the consummation of the transactions contemplated by the Amendment Documents; and (hviii) The Borrowers an opinion of New York counsel and Colorado counsel, solely in respect of the Borrower and the Parent Guarantor, covering the following matters, as applicable: power, authorization and execution, capacity, enforceability, non-contravention (corporate, contractual and legal), governmental approval, compliance with margin regulations and the Investment Company Act, and creation and perfection of the liens and security interests created by the Security Documents in respect of the Additional Units (as defined below). (b) Administrative Agent shall have received evidence that all Underlying Equity owned by any Group Entity (other than the Put Pledgor) not presently on deposit in the Collateral Account (the “Additional Units”) shall have been deposited in the Collateral Account. (c) All fees required to be paid all reasonable on or before the First Amendment Effective Date, including, without limitation, the Agency Fee and documented costs fees and expenses of the Revolving Facility counsel to Administrative Agent in connection and Lenders, shall have been paid. (d) Borrower shall have provided each Lender with this Amendment (including a completed and executed Form G-3 issued by the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)Federal Reserve System.

Conditions of Effectiveness. 3.1 This First Amendment shall become effective as of the date (the “Seventh First Amendment Effective Date”) on which Date when, and only when, each of the following conditions precedent shall have been satisfied (or waived):satisfied: (a) The Revolving Facility Administrative Agent shall have received counterparts an executed counterpart of this First Amendment executed by from the BorrowersBorrower, Fronting Bank, LC Administrator and each of the Revolving Facility Lenders and (including the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”Lender); (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of from (i) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, New York counsel to the Borrower PartiesBorrower, addressed (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, general counsel to the Lender Group Borrower, and (iii) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, Bermuda counsel to the Borrower, in each case addressing such matters as the Administrative Agent may reasonably request; (c) The Administrative Agent shall have received a certificate, signed by an Executive Officer of the Borrower, in form and substance reasonably satisfactory to the Revolving Facility Administrative Agent; , certifying that (eA) The Revolving Facility Administrative Agent all representations and warranties of the Borrower contained in Article V of the Credit Agreement and in the other Loan Documents (including the representations and warranties set forth in Article IV hereof) are true and correct (if qualified as to materiality) or true and correct in all material respects (if not so qualified) on and as of the First Amendment Effective Date, both immediately before and after giving effect to this First Amendment (except to the extent any such representation or warranty speaks as of a specific date, in which case such representation or warranty shall have received, with respect be true and correct (if qualified as to each Borrower Party, a loan certificate signed by the secretary materiality) or assistant secretary true and correct in all material respects (if not so qualified) on and as of such Persondate), certifying a trueand except that for purposes of this First Amendment, complete the representations and correct copy warranties contained in Section 5.3(a) of the resolutions Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 6.1(a)(ii) of such Person the Credit Agreement, and (B) no Default or its general partnerEvent of Default has occurred and is continuing, members or manager, as applicable) authorizing the execution, delivery both immediately before and performance by such Person of after giving effect to this First Amendment; (fd) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or secretary, an assistant secretary or other appropriate officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Borrower confirming compliance with Agent, certifying (i) that attached thereto is a true and complete copy of the conditions precedent set forth Borrower’s Organization Documents as in effect on the date on which the resolutions referred to in clause (bii) below were adopted and on the First Amendment Effective Date, (ii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of the Borrower, authorizing the execution, delivery and performance of this Section 5First Amendment, and (iii) as to the incumbency and genuineness of the signature of each officer of the Borrower executing this First Amendment, and attaching all such copies of the documents described above; (ge) The Borrowers Borrower shall have paid all fees required to be paid to be paid to and interest accrued under the Revolving Facility Lenders on or before Credit Agreement that are due and payable as of the Seventh First Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees)Date; and (hf) The Borrowers Borrower shall have paid all reasonable fees due and documented costs and expenses payable as of the Revolving Facility First Amendment Effective Date under the fee letter, dated as of April 25, 2013, among the Borrower, the Administrative Agent in connection with this Amendment (including the reasonable and documented fees▇▇▇▇▇ Fargo Securities, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)LLC.

Conditions of Effectiveness. This The effectiveness of this Amendment shall become effective as be subject to the satisfaction of each of the date following conditions precedent (the date on which all such conditions are satisfied, the “Seventh Fifth Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived): (a) The Revolving Facility the Administrative Agent shall have received counterparts of this Amendment executed by the BorrowersBorrower, each other Credit Party, the Revolving Facility Lenders Administrative Agent and each of the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”)Lenders; (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth contained in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties Section 6 shall be true and correct in all material respects as of such earlier date) (other than Section 6(d), which representations and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default warranties shall have occurred and be continuingtrue in all respects); (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary a Responsible Officer of the Administrative Borrower confirming compliance with certifying that (i) the conditions precedent set forth articles or certificate of incorporation or formation (or equivalent), as applicable, of the Borrower have not been amended since the date of the last delivered certificate, or if they have been amended, attached thereto are true, correct and complete copies of the same, certified as of a recent date by the appropriate Governmental Authority in clause its jurisdiction of incorporation, organization or formation (bor equivalent), as applicable, (ii) the bylaws or other governing document of the Borrower have not been amended since the date of the last delivered certificate, or if they have been amended, attached thereto are true, correct and complete copies of the same, and (iii) attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors (or equivalent) of the Borrower authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Section 5Amendment and the other Credit Documents executed in connection herewith to which it is a party; (gd) The Borrowers the Administrative Agent shall have received legal opinions of counsel to the Credit Parties addressed to the Administrative Agent and the Lenders with respect to the Credit Parties, the Amendment and such other matters as the Administrative Agent shall request; (e) the transactions contemplated by the Merger Agreement shall have been consummated and Holdings, Vistana and Starwood shall have entered into the License; and (f) the Borrower shall have paid all fees required to be paid to be paid payable to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitationAdministrative Agent, the Amendment Fees Lenders and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent their respective affiliates in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)Amendment.

Conditions of Effectiveness. This Waiver and Amendment shall become effective as of the date (the “Seventh Amendment Effective Date”) on which that: (i) the following conditions shall have been satisfied (or waived): (a) The Revolving Facility Administrative Agent shall have received executed counterparts hereof from each of this Amendment executed by the BorrowersHoldings, the Revolving Facility Borrower and the Required Lenders and an Acknowledgment and Consent hereto from each of the Increasing Lenders onSubsidiary Guarantors in form and substance reasonably satisfactory to the Administrative Agent; (ii) (x) the Seventh Supplemental Indenture dated as of August 15, or prior to2005 to the Senior Subordinated Note Indenture and (y) the First Supplemental Indenture dated as of August 15, 3:00 p.m.2005 to the Indenture dated August 24, New York City time on April 17, 2015 2004 in connection with the issuance of the 12 ¼% Senior Discount Notes (as therein defined) due 2012 (the “Consent DeadlineSenior Discount Note Indenture”); (b) After giving effect to this Amendment and , entered into by Holdings, as the transactions contemplated herebycase may be, as filed by Holdings with the representations and warranties set forth SEC in Article 5 the Current Report on Form 8-K dated August 15, 2005, shall become effective upon the occurrence of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as ; (iii) affiliates of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇ & Partners LLC and/or certain other existing and direct and indirect stockholders of Holdings and their respective transferees, successors and assigns (collectively, the “Equity Investors”) shall have purchased shares of qualified capital stock of Holdings pursuant to a purchase agreement (in form and substance substantially similar to such agreement delivered to counsel for the Administrative Agent on August 19, 2005) for an aggregate amount, in cash, of not less than $20 million (the “Additional Equity Investment”) which Additional Equity Investment shall have been paid to Holdings, and not less than $18 million contributed to the Borrower and used in reduction of the Revolving Loans (but without a reduction to the Revolving Commitment); (iv) the Administrative Agent shall have received an amendment fee in an aggregate amount of $347,000 for the respective account of each Lender (on a pro rata basis based on such Lender’s Commitment as of the date hereof) that has executed and delivered to the Administrative Agent a counterpart of this Waiver and Amendment by no later than 5:00 p.m. (Charlotte, North Carolina time) on September 2, 2005; (v) the Administrative Agent shall have received the fees set forth in that certain Fee Letter dated as of the date hereof by and between Wachovia and the Borrower; and (vi) the Borrower shall have paid all fees and expenses due and owing to ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP, counsel to the Borrower PartiesAdministrative Agent, addressed and FTI Consulting, financial advisors to the Lender Group and reasonably satisfactory Administrative Agent to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete extent unpaid and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders invoiced on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)date hereof.

Conditions of Effectiveness. This Sections 1 and 2 of this Amendment shall become effective as of the date first written above (the “Seventh Fourth Amendment Effective Date”) on which when (i) the following conditions shall have been satisfied (or waived): (a) The Revolving Facility Administrative Agent shall have received counterparts of (A) this Amendment executed by the BorrowersBorrower, the Revolving Facility Lenders Required Lenders, and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”); (b) After giving effect to solely in respect of Section 1 of this Amendment and the transactions contemplated herebyRevolving Credit Lenders that shall have increased their Revolving Credit Commitments or, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as to any of such dateLenders, except advice satisfactory to the extent Administrative Agent that such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to Lender has executed this Amendment, (B) the Commitment Increase pursuant to Section 2 Consent and any transaction consummated in connection therewithConfirmation attached hereto executed by each of the Loan Parties (other than the Borrower), the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawnC) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal an opinion of J▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, L.L.P., counsel to the Borrower PartiesBorrower, addressed to the Lender Group in form and reasonably substance satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have receivedand its counsel, with respect to (D) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and of each Borrower other Loan Party, as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of Responsible Officer in connection with this Amendment; , and (fE) The Revolving Facility such documents and certifications as the Administrative Agent shall have received a certificate may reasonably require to evidence that the Borrower and each other Loan Party is duly organized or formed and is validly existing in its jurisdiction of organization, (ii) the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented out-of-pocket costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, charges and disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative AgentsAgent) incurred in connection with the Loan Documents (including this Amendment), (iii) no Default shall have occurred and be continuing, or would occur as a result of the transactions contemplated by this Amendment, and (iv) the Borrower shall have paid, on or before December 29, 2005, for the benefit of each Lender executing this Amendment on or before 5:00 p.m. Eastern time on December 20, 2005, a fee equal to 0.05% of the Commitments of each such Lender.

Conditions of Effectiveness. This Amendment shall become effective --------------------------- and be deemed effective as of the date (the “Seventh Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived): hereof upon (a) The Revolving Facility Administrative Agent shall have received counterparts the delivery of (i) duly executed originals of this Amendment from the Required Lenders, each Lender that has agreed to provide an "Additional Revolving Loan Commitment" as provided above on the effectiveness of this Agreement (each such Lender, an "Increasing ---------- Lender"), Gasboy, Tokheim-Sofitam, Sofitam Applications and the Company and (ii) ------ duly executed originals of a Reaffirmation in the form of Exhibit A attached --------- hereto from Tokheim Automation Corporation, Envirotronic Systems, Inc., Tokheim Investment Corp., Sunbelt Hose & Petroleum Equipment, Inc., Gasboy, Tokheim- Sofitam, Sofitam Applications, Management Solutions, Inc., Tokheim Equipment Corporation, and Tokheim RPS, LLC, (b) the payment of all the fees described in Section 4 below and any other fees payable by the Company in connection herewith --------- and (c) in the event that this Amendment is executed and delivered by the Required Lenders on or prior to 5:00 p.m. (Chicago time) on December 22, 1999, the delivery of each of the following documents (i) (subject to the parenthetical in clause (c)(ii) below) a Warrant Certificate, substantially in -------------- the form of Exhibit B hereto ("Warrant Certificate"), for each Lender --------- ------------------- representing the right to purchase a number of shares of common stock, par value $1.00 per share, of the Company ("Common Stock"), determined as follows: (A) as ------------ to each Lender, its Percentage (prior to giving effect hereto) of 1,516,212.01 shares of Common Stock plus (B) if such Lender is an Increasing Lender, its proportionate share (based upon the amount of its "Additional Revolving Loan Commitment" as set forth opposite its signature hereto as an "Increasing Lender" divided by $10,000,000) of 1,010,808 shares of Common Stock, (ii) a Warrant and Registration Rights Agreement, substantially in the form of Exhibit C hereto, --------- duly executed by the Borrowers, Company (it being understood that no Lender shall be ------------------------ entitled to receive any Warrant Certificate unless and until it shall have executed and delivered to the Revolving Facility Lenders and the Increasing Lenders on, or prior to, 3:00 p.m., New York City time on April 17, 2015 (the “Consent Deadline”); (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as Administrative Agent a counterpart of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier dateAgreement) and immediately prior to and after giving effect to the Seventh Amendment Effective Date(iii) opinions of (x) Skadden, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior toArps, and after giving effect to this AmendmentSlate, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇ (Illinois), (y) Ice ▇▇▇▇▇▇, special Indiana counsel to the Company and (z) ▇▇▇▇▇▇ LLP▇. ▇▇▇▇▇▇, general counsel to the Borrower PartiesCompany, addressed to the Lender Group in each case in form and substance reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility New Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or managerand, as applicable) authorizing the executionto legal matters, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents)its counsel.

Conditions of Effectiveness. This The effectiveness of this Amendment shall become effective as (including the amendments contained in SECTION 1 and agreements contained in SECTION 2) are subject to the satisfaction (or written waiver) of the date following conditions (the date of satisfaction of such conditions being referred to herein as the “Seventh Eighth Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived): (a) The Revolving Facility Administrative Agent This Amendment shall have received counterparts of this Amendment been duly executed by the Borrowers, the Subsidiary Guarantors, each 2024 Refinancing Term Loan B Lender and each 2024 Refinancing Revolving Facility Lenders Credit Lender, each Issuing Bank, the Term Loan B Agent, the Revolver Administrative Agent and the Increasing Lenders onCollateral Agent (which may include a copy transmitted by facsimile or other electronic method), or prior to, 3:00 p.m., New York City time on April 17, 2015 (and delivered to the “Consent Deadline”)Administrative Agents; (b) After giving A Borrowing Request in accordance with Section 2.2 of the Credit Agreement; (c) The Administrative Agents shall have received favorable legal opinions of (A) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Loan Parties, (B) ▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., Nevada counsel to the Loan Parties, (C) ▇▇▇▇▇▇ and ▇▇▇▇▇▇ (Cayman) LLP, Cayman Islands counsel to the Loan Parties, (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ (London) LLP, English law counsel for the Administrative Agents, (E) ▇▇▇▇▇▇ ▇▇▇▇ AG, Swiss counsel to the Loan Parties with respect to capacity of each Subsidiary Guarantor incorporated in Switzerland to enter into the Loan Documents to which it is a party, (F) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇, Swiss counsel to the Collateral Agent regarding the validity of the confirmation of the Swiss first-ranking quota pledge agreements granted over the quotas of the Subsidiary Guarantors incorporated in Switzerland and (G) DLA Piper Luxembourg S.à ▇.▇., Luxembourg counsel to the Loan Parties with respect to the capacity of the Luxembourg Loan Parties to enter into the Loan Documents and subsistence of security interest, in each case in form and substance reasonably satisfactory to the Administrative Agents; (d) The Administrative Agents shall have received a certificate signed by a Responsible Officer of the Borrowers as to the matters set forth in paragraphs (g) and (h) of this SECTION 3; (e) The Administrative Agents shall have received (I) a certificate dated as of the Eighth Amendment Effective Date of the corporate secretary or an assistant or associate corporate secretary or director (or such other officer reasonably acceptable to the Administrative Agents) of each of the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agents, certifying (i) that attached thereto is a true and complete and up to date copy of the articles or certificate of incorporation, memorandum and articles of association or other comparable organizational documents including any certificate on change of name and all amendments thereto of such Loan Party certified (other than in the case of any Loan Party that is a Cayman Islands exempted company or any Loan Parties incorporated in England and Wales) as of a recent date by the secretary of state (or comparable Governmental Authority) of its jurisdiction of organization (where applicable), and that the same has not been amended since the date of such certification, (ii) if applicable, that attached thereto is a true and complete copy of the bylaws or comparable governing documents of such Loan Party, as then in effect and as in effect at all times without amendment of supersession from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors or managers or other comparable governing body or bodies of such Loan Party (and, if applicable all the holders of the issued shares of such Loan Party), (i) authorizing the execution, delivery and performance of this Amendment and any related Loan Documents to which it is a party, (ii) approving the terms of, and the transactions contemplated by, this Amendment any related Loan Documents, and the continuing security interest, or granting of security interest, over Collateral pursuant to the relevant Collateral Documents; (iii) authorizing a specified person or persons to execute this Amendment, any other Loan Document and related documents on its behalf; and (iv) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices (if relevant) to be signed and/or dispatched by it under or in connection with this Amendment, any other Loan Document and related documents, which are in full force and effect without amendment or supersession as of the date of the certificate, (iv) as to the incumbency and genuineness of the signature of each officer, director, manager or other comparable authorized manager or attorney of such Loan Party, executing this Amendment or any of such other Loan Documents, and attaching all such copies of the documents described above together with, in the case of the Loan Parties incorporated in the Cayman Islands and HBL Ltd., copies of their internal registers of directors and officers, registers of members (except the register of members of the Parent) and registers of mortgages and charges (except such register of HBL Ltd.), (v) in case of any Loan Party formed, organized or incorporated under the laws of Switzerland, a copy of the minutes of the quotaholder resolutions of each of the such Loan Party duly adopted by the relevant sole quotaholder of such such Loan Party approving the terms of, and the transactions contemplated by, and authorizing the execution, delivery and performance of the Amendment, any Loan Documents and related documents to which it is a party, (vi) in case of any Loan Party formed, organized or incorporated under the laws of Switzerland, a copy of a certified up-to-date excerpt from the commercial register of each such Loan Party and (vii) in case of any Loan Party incorporated under the laws of England and Wales, (A) an up-to-date copy of the PSC Register (within the meaning of section 790C(1) of the Companies Act 2006) and (B) that the borrowing, guaranteeing or security, as appropriate, of the Commitments will not cause any borrowing, guarantee, security or other similar limit binding on it to be exceeded, and (II) in respect of (i) any Luxembourg Loan Party, (ii) WHBL Luxembourg S.à ▇.▇., (iii) HLF Luxembourg Distribution S.à ▇.▇. and (iv) Herbalife Africa (together the “Luxembourg Entities” and each a “Luxembourg Entity”), a manager’s certificate dated as of the Eighth Amendment Effective Date signed by a manager of the relevant Luxembourg Entity, certifying the following items: (A) an up-to-date copy of the articles of association of the relevant Luxembourg Entity; (B) an electronic true and complete certified excerpt of the Luxembourg Companies Register pertaining to the relevant Luxembourg Entity dated as of the date of this Amendment; (C) an electronic true and complete certified certificate of non-registration of judicial decisions or administrative dissolution without liquidation (certificat de non-inscription d’une décision judiciaire ou de dissolution administrative sans liquidation) dated as of the date of this Amendment issued by Luxembourg Insolvency Register (Registre de l’insolvabilité, Reginsol) held and maintained by the Luxembourg Companies Register and reflecting the situation no more than one Business Day prior to the date of this Amendment; (D) a true, complete and up-to-date board resolutions approving the entry by the relevant Luxembourg Loan Party into, among others, the Loan Documents; (E) the relevant Luxembourg Entity is not subject to nor, as applicable, does it meet or threaten to meet the criteria of bankruptcy (faillite), voluntary or judicial liquidation (liquidation volontaire ou judiciaire), reprieve from payment (sursis de paiement), general settlement with creditors, administrative dissolution without liquidation (dissolution administrative sans liquidation), judicial reorganisation by mutual agreement (sursis en vue de la conclusion d’un accord amiable extra-judiciaire), judicial reorganisation by collective agreement (réorganisation judiciaire par accord collectif), judicial reorganisation by transfer of assets or activities (réorganisation judiciaire par transfert sous autorité de justice) or similar laws affecting the rights of creditors generally and no application has been made or is to be made by its manager or, as far as it is aware, by any other person for the appointment of a juge-commissaire, liquidateur, curateur or similar officer pursuant to any voluntary or judicial insolvency, winding-up, liquidation or similar proceedings; (F) a true and complete specimen of signatures for each of the managers or authorized signatories having executed for and on behalf of the relevant Luxembourg Loan Party the Loan Documents; (f) The Administrative Agents shall have received a certificate as of a recent date of the good standing of each of the Loan Parties (other than the Luxembourg Loan Parties or any Loan Parties incorporated in England and Wales or any Loan Parties incorporated in Switzerland) under the laws of its jurisdiction of organization, from the secretary of state (or comparable Governmental Authority) of such jurisdiction as well as corresponding bring-down good standing certificates dated as of the Eighth Amendment Effective Date, save that, no such bring-down good standing certificate is required for any Loan Party that is a Cayman Islands exempted company where the above recent date of the certificate of good standing initially provided is no earlier than 10 Business Days prior to the Eighth Amendment Effective Date; (g) No Default or Event of Default has occurred and is continuing both before and immediately after giving effect to the transactions contemplated hereby, ; (h) The representations and warranties of each Loan Party set forth in SECTION 5(b) of this Amendment are true and correct and the representations and warranties of each Loan Party set forth in Article 5 SECTIONS 5(a) and (c) of the Credit Agreement (as amended by this Amendment) Amendment are true and correct in all material respects on and as of the Seventh Eighth Amendment Effective Date, with the same Date (immediately after giving effect to this Amendment) as though if made on and as of such date, except to in the extent such case of any representations and warranties expressly stated to relate to an a specific earlier date (date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; provided, that, in each case such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality or “Material Adverse Effect”; (i) The Administrative Agents shall have received a solvency certificate in the form of Exhibit J of the Credit Agreement from a Responsible Officer of the Parent with respect to the solvency of the Parent and immediately prior to and its Subsidiaries, on a consolidated basis, after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) Immediately prior to, and after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Revolving Facility Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Revolving Facility Administrative Agent; (e) The Revolving Facility Administrative Agent shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Eighth Amendment; (f) The Revolving Facility Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, without limitation, the Amendment Fees and the Upfront Fees); and (h) The Borrowers shall have paid all reasonable and documented costs and expenses of the Revolving Facility Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents).