Common use of Conditions of Effectiveness Clause in Contracts

Conditions of Effectiveness. This Amendment shall become effective 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 Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effect.

Conditions of Effectiveness. This Amendment shall become effective when, and only when,The effectiveness of this Agreement is subject to satisfaction of the following conditions precedent: (a) The Noteholder shall have received all Administrative Agent’s receipt of the following documentsfollowing, each of which shall be originals or electronic copies (followed promptly by originals) unless otherwise indicatedspecified, each properly executed by a duly authorized officer of the applicable signing Loan Party, each dated as of the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) being dated the date hereof, and each in form and substance reasonably satisfactory to the NoteholderAdministrative Agent: (i) executed originals of each counterparts of this Amendment Agreement executed by the Administrative Agent, each Lender and the Noteseach Loan Party; (ii) each Note executed by the Borrowers in favor of each Lender requesting a favorable written opinion with respect to this Amendment and the Note or Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof[Reserved]; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company[Reserved]; (v) a Compliance Certificate as at May 28, 2000[Reserved]; (vi) a duly executed amendment to the Credit Agreement; and[Reserved]; (vii) a certificate of each Loan Party, dated as of the Effective Date and executed by a secretary, assistant secretary or other senior officer (as the case 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, partners, managers, members, board of directors, board of managers or other governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrowers, the 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 signatures of the officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which it is a party on the 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 Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management, partnership or similar agreement and (y) that such documents or agreements have not been amended, restated, amended and restated, supplemented or otherwise modified (except as otherwise attached to such certificate and certified therein as being the only amendments, restatements, amendments and restatements, supplements or modifications thereto as of such date) and (ii) a good standing (or equivalent) certificate as of a recent date for such Loan Party from (A) its jurisdiction of organization and (B) in each jurisdiction in which it is qualified to engage in business where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except, in the case of this clause (B), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viii) a certificate of a duly authorized officer of each Loan Party either (A) stating that all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been received and are in full force and effect or (B) stating that no such consents, licenses or approvals are so required in connection with the consummation by such Loan Party of the Transactions; (ix) a certificate signed by a Responsible Officer of Holdings certifying that the conditions set forth in Section 4.01(f), (h) and (i) have been satisfied as of such date; (x) a solvency certificate, substantially in the form of Exhibit L from a Responsible Officer of Holdings (or, at the option of Holdings, a customary third-party opinion as to the solvency of Holdings and its Subsidiaries, on a consolidated basis); (xi) a Borrowing Base Certificate covering the Borrowing Base as of September 30, 2018, with customary supporting documentation; (xii) certificates of insurance evidencing that the Administrative Agent, for the benefit of the Secured Parties, shall be named as an additional insured, assignee, mortgagee and/or loss payee, as appropriate, with respect to all applicable insurance coverage and policies of the Loan Parties; and (xiii) the executed Amended opinion of Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Lenders and Restated Intercreditor Agreement;the L/C Issuer, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request. (b) The Company (i) Any fees required to be paid on or before the Effective Date to the Administrative Agent, any Arranger or the Lenders pursuant to the Fee Letter shall have been paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; and (cii) The Company shall have paid all any costs and expenses required to be paid on or before the Effective Date to the Administrative Agent, any Arranger or the Lenders to the extent invoices have been received by Holdings at least two Business Days prior to the Effective Date (including legal feesor such later date as reasonably agreed by Holdings) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectbeen paid.

Conditions of Effectiveness. This Amendment shall become effective as of the date hereof when, and only when, , the Administrating Bank shall have received: (a) The Noteholder shall counterparts of this Amendment executed by the Company and each of the Participating Banks (in sufficient quantity for each party to have received a fully executed original), (b) for the account of each Participating Bank, an amendment fee equal to 0.20% of the product of (i) such Participating Bank's Participation Percentage and (ii) the Aggregate Maximum Credit Amount, payable in immediately available funds, and (c) all of the following documents, each (unless otherwise indicated) document being dated the date hereofof receipt thereof by the Administrating Bank (which date shall be the same for all such documents), in form and substance satisfactory to the Noteholder: (i) executed originals Administrating Bank: An opinion of each of this Amendment and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes▇▇▇▇▇▇ ▇▇▇▇ & Priest LLP, addressed as New York counsel to the Noteholder and satisfactory Company. An opinion of Friday, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, as Arkansas counsel to its counsel; (iii) the Company. Copies of the resolutions of the boards Board of directors or other appropriate governing body (or of the appropriate committee thereof) Directors of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution execution, delivery and delivery thereof; (iv) specimen signatures performance by the Company of officers or other appropriate representatives executing this Amendment and the NotesAmendment, certified by the secretary Secretary or assistant secretary an Assistant Secretary of the Company (which certificate shall state that such resolutions are in full force and effect as of such date and have not been modified, rescinded or amended since the date of adoption thereof). Certified copies of all approvals, authorizations, orders or consents of, or notices to or registrations with, any governmental body or agency required for the Company to execute, deliver and perform its obligations under this Amendment. Certificates as to the good standing of the Company; , as of a recent date, from the Secretary of State of the State of Arkansas and the Secretary of State of the State of Mississippi. A certificate of the Secretary or Assistant Secretary of the Company certifying (vA) that attached thereto is a Compliance Certificate true and complete copy of the by-laws of the Company as in effect on such date and at May 28all times since a date prior to the date of the resolutions described in clause (iii) above, 2000; (viB) that (x) attached thereto is a true and complete copy of the certificate or articles of incorporation, including all amendments thereto, of the Company and (y) such certificate or articles of incorporation have not been amended since the date of the last amendment thereto, and (C) as to the incumbency and specimen signature of each officer executing this Amendment or any other document or certificate delivered in connection herewith on behalf of the Company; together with a certificate of another officer of the Company as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the foregoing certificate. The consent of Entergy Corporation, Entergy Arkansas, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc. and Entergy New Orleans, Inc., in substantially the form of Exhibit A hereto, duly executed by an authorized officer thereof. A certificate of a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as authorized officer of the date hereof from General Electric Capital Corporation reflecting its satisfaction with Company (the terms of this Agreement; and statements in which shall be true) stating that (fA) The the representations and warranties contained herein shall be in Section 10 of the Amended Agreement are true and correct on and as of the such date hereofas though made on and as of such date, there shall exist on the date hereofand (B) no Reimbursement Default, no Prepayment Event, Event of Default Default, Indenture Event of Default, Event of Loss or Deemed Loss Event has occurred and is continuing and no Reimbursement Default; there shall exist no material adverse change in , Prepayment Event, Event of Default, Indenture Event of Default, Event of Loss or Deemed Loss Event will result from the financial conditionexecution, business operation delivery and performance of this Amendment or prospects the consummation of the Company or its Subsidiaries since January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effecttransactions contemplated thereby.

Conditions of Effectiveness. This Amendment shall become effective as of the date hereof (the “Omnibus Amendment Effective Date”) when, and only when,: (a) The Noteholder the Agent shall have received all counterparts of (i) this Amendment duly executed by the Company, the Guarantors, the Banks and the Agent and (ii) each of the following documentsAgent’s Fee Letter and the Syndication Agent Fee Letter, duly executed by the Company and the Agent and the Syndication Agent, respectively; (b) A certificate or certificates of the Secretary or an Assistant Secretary of each Borrower and each Guarantor, attesting to and attaching (unless otherwise indicatedi) being dated a copy of the date hereofcorporate resolution of such Person authorizing the execution, delivery and performance of this Amendment, (ii) an incumbency certificate showing the names and titles, and bearing the signatures of, the officers of such Borrower or Guarantor authorized to execute this Amendment, and (iii) a copy of the Organizational Documents of such Borrower or Guarantor with all amendments thereto; (c) a Certificate of Good Standing for the Company and each Guarantor certified by the Secretary of State or equivalent body in the applicable jurisdiction of incorporation; (d) an opinion of counsel to the Company, the Guarantors and any Borrowing Subsidiary, addressed to the Agent and the Banks, in form and substance satisfactory acceptable to the Noteholder: (i) executed originals of each of this Amendment and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably requestAgent; (e) An original Acknowledgement a certificate signed by a Responsible Officer that the conditions specified in Section 6.3 of the Credit Agreement have been satisfied; (f) all of the Agent’s accrued costs, fees and Acceptance Letter dated as of expenses through the date hereof from General Electric Capital Corporation reflecting its satisfaction with and all fees set forth in the terms of this AgreementFee Letters shall be fully paid; and (fg) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company Senior Note Agreements shall have delivered been amended in a manner satisfactory to the Noteholder an Officer's Certificate to such effectAgent.

Conditions of Effectiveness. This Amendment shall become effective as of the date (the "Effective Date") when, and only when, (a) The Noteholder , the Agent shall have received all of the following: (a) Counterparts of (i) this Amendment executed by the Borrowers and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment and (ii) the Collateral Account Notification and Acknowledgement in the form attached hereto as Exhibit B (the "Acknowledgement") executed by Palco as Pledgor thereunder with respect to the collateral account described therein; (b) All of the following documents, each such document (unless otherwise indicatedspecified) being dated the date hereofof receipt thereof by the Agent, in form and substance satisfactory to the NoteholderAgent: (i) executed originals Certified copies of (A) the resolutions of the Board of Directors of each of Borrower approving this Amendment and the Notes; Acknowledgement and the matters contemplated hereby and (iiB) a favorable written opinion all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the Notes, addressed matters contemplated hereby; (ii) 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 Noteholder Acknowledgement and satisfactory the other documents to its counsel;be delivered hereunder; and (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary Evidence that, as of the Effective Date, approving and adopting this Amendment the sum of the aggregate outstanding principal amount of all Revolving Loans and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures undrawn amount of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary all Letters of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreementthen outstanding is not less than $8,000,000; and (viic) a duly executed Amended A fee equal to the difference between (i) the aggregate amount of interest on all Revolving Loans and Restated Intercreditor Agreement; (b) The Company shall the aggregate amount of all Letter of Credit Fees and Fronting Fees that the Borrowers would have paid for the period commencing on June 1, 2004 and ending on August 31, 2004 if the sum of the aggregate outstanding principal amount of all Revolving Loans and the undrawn amount of all Letters of Credit outstanding during such period had been $12,000,000 and (ii) the aggregate amount of interest on all Revolving Loans and the aggregate amount of all Letter of Credit Fees and Fronting Fees that the Borrowers actually paid for such period referred to in immediately available fundsthe preceding clause (i), less the nonrefundable amendment fee to additional Unused Line Fee paid for such period as a result of the Noteholder; (c) The Company shall have paid all costs average daily outstanding amount of Revolving Loans and expenses (including legal fees) incurred by the Noteholder;average daily undrawn face amount of outstanding Letters of Credit during such period being less than $12,000,000. (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the date hereof, there shall exist on the date hereof, no Event of Default or Default; there shall exist no material adverse change A fee in the financial condition, business operation or prospects amount of the Company or its Subsidiaries since January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effect$25,000.

Conditions of Effectiveness. This Amendment shall become effective when, and only when,The effectiveness of this Agreement is subject to satisfaction of the following conditions precedent: (a) The Noteholder shall have received all Administrative Agent’s receipt of the following documentsfollowing, each of which shall be originals, email (in a .pdf format) or telecopies (followed promptly by originals) unless otherwise indicatedspecified, each properly executed (if applicable) being by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date hereof, before the Closing Date) and each in form and substance satisfactory to the NoteholderAdministrative Agent and each of the Lenders: (i) executed originals of each counterparts of this Amendment Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the NotesBorrower; (ii) a favorable written opinion with respect to this Amendment and Note executed by the Notes, addressed to the Noteholder and satisfactory to its counselBorrower in favor of each Lender requesting a Note; (iii) resolutions in each case, solely with respect to Collateral required to be granted on the Closing Date (and for the avoidance of doubt and notwithstanding anything to the contrary herein, excluding as Collateral the Equity Interest of the boards Operating Partnership and any direct or indirect owner thereof) a pledge agreement (together with each pledge agreement supplement delivered pursuant to Section 2.18(a), as amended, the “Pledge Agreement”), duly executed by the applicable Grantors, together with: (A) certificates or instruments, if any, representing the Collateral pledged thereunder accompanied by all endorsements and/or powers required by the Pledge Agreement, (B) evidence that (x) all proper financing statements have been or contemporaneously therewith will be duly filed under the Uniform Commercial Code of directors all applicable jurisdictions and (y) all applicable perfection requirements that the Administrative Agent reasonably may deem necessary or desirable in order to perfect the Liens created under the Pledge Agreement, covering the Collateral described in the Pledge Agreement, (C) completed requests for information listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Grantor as debtor, together with (x) copies of such other appropriate governing body financing statements and (y) if any such financing statement covers Collateral, termination statements (or of similar documents) for filing in all applicable jurisdictions as may be necessary to terminate any such effective financing statements (or equivalent filings), and (D) a Perfection Certificate duly executed by each Grantor; (E) evidence that all other actions, recordings and filings that the appropriate committee thereof) of Administrative Agent may deem reasonably necessary or desirable in order to perfect the Company certified by its secretary or assistant secretary as of Liens created under the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereofPledge Agreement have been taken; (iv) specimen signatures such certificates of officers resolutions or other appropriate representatives executing 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 Notes, certified by the secretary or assistant secretary of the Companyother Loan Documents to which such Loan Party is a party; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not, individually or in the aggregate, reasonably be expected to have a Compliance Certificate as at May 28, 2000Material Adverse Effect; (vi) a duly executed amendment favorable opinion of ▇▇▇▇▇▇▇▇ Chance US LLP, counsel to the Credit Agreement; and (vii) a duly executed Amended Loan Parties, and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds▇▇▇▇▇▇▇ LLP, the nonrefundable amendment fee special Maryland counsel to the Noteholder; (c) The Company shall have paid all costs Borrower, addressed to the Administrative Agent and expenses (including legal fees) incurred by each Lender, as to such matters concerning the Noteholder; (d) Such other documents, instruments, approvals or opinions Loan Parties and the Loan Documents as the Noteholder Required Lenders may reasonably request; (evii) An original Acknowledgement a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and Acceptance Letter dated approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (viii) a certificate signed by a Responsible Officer of the Borrower (x) certifying that (1) the conditions specified in Sections 4.02(a) and (b) have been satisfied, (2) there has been no event or circumstance since the date of the Audited Financial Statements that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (3) the Borrower is not subject to any present or contingent Environmental Claim which, if adversely determined, would reasonably be expected to have a Material Adverse Effect on the Borrower, and (4) no action, suit, investigation or proceeding is pending or, to the knowledge of any Loan Party, threatened in any court or before any arbitrator or Governmental Authority that (A) relates to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or thereby, or (B) would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect and (y) attaching copies of the Organization Documents of each Person whose Equity Interests are included in the Collateral, if any, which Organization Documents shall (1) in the reasonable opinion of the Administrative Agent, permit the Administrative Agent to realize on such Collateral upon the occurrence and during the continuance of an Event of Default and (2) otherwise be in form and substance reasonably satisfactory to the Administrative Agent; (ix) a fully completed Compliance Certificate as of the date hereof from General Electric Capital Corporation reflecting its satisfaction last day of the fiscal quarter of the Borrower most recently ended as of the Closing Date ended for which financial statements of the Borrower are available, giving pro forma effect to the transactions to occur on the Closing Date (including, without limitation, all Credit Extensions to occur on the Closing Date) and including in reasonable detail the calculations required to establish compliance with the terms covenants set forth in Section 7.11 and setting forth a calculation of this Agreementthe covenants described in the definition of Springing Mortgage Covenant Event; (x) evidence of a successful initial public offering (the “IPO”) and concurrent private placement by the Borrower, with minimum Net Proceeds of $246,000,000 therefrom after giving effect to concurrent payment of transaction expenses incurred in connection with the Loan Documents, the IPO and related transactions; provided that at least $190,000,000 of such Net Proceeds shall be from the IPO; and (fxi) The representations such other assurances, certificates, documents and warranties contained herein consents as the Administrative Agent, any L/C Issuer or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) 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 if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be true on and as of 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 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 January 3, 2000; and the Company Administrative Agent shall have delivered received notice from such Lender prior to the Noteholder an Officer's Certificate to such effectproposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This Fourth Amendment shall become effective as of the date (the “Fourth Amendment Effective Date”) when, and only when,: (a) The Noteholder the Administrative Agent 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: received: (i) counterparts of this Fourth Amendment executed originals of by each of this Amendment the Borrowers, the Lenders and, acknowledged by the Administrative Agent; and the Notes; (ii) a favorable written opinion with respect to this the Fourth Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified Documents executed by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreementparties thereto; (b) The the Company shall have paid to the Administrative Agent and/or Banc of America Securities LLC (“BAS”) those fees as set forth in immediately available fundsthat certain Fee letter between the Company, the nonrefundable amendment Administrative Agent and BAS dated May 21, 2010 (the “Fee Letter”), including without limitation an upfront fee for the account of each (i) New Lender executing this Fourth Amendment in the amount of 0.50% of such New Lender’s Commitment, (ii) Existing Lender executing this Fourth Amendment in the amount of 0.25% of the portion such Existing Lender’s Commitment that it held prior to the Noteholder;Fourth Amendment Effective Date and which it continues to hold after the Fourth Amendment Effective Date, and (iii) Existing Lender executing this Fourth Amendment in the amount of 0.50% of the incremental portion of such Existing Lender’s Commitment that represents an increase from such Existing Lender’s Commitment prior to the Fourth Amendment Effective Date. (c) The the Administrative Agent shall have received a: (i) Secretary’s Certificate for each of the Borrowers: (A) attesting as to the incumbency of authorized officers; (B) certifying that there have been no changes in the certificate of incorporation or bylaws of the Borrowers, since the date of the Secretary’s Certificate delivered in connection with the execution and delivery of the Credit Agreement; and (C) attaching true and correct copies of evidence of authorization of the Borrowers’ execution and full performance of this Fourth Amendment, the other Fourth Amendment Documents and all other documents and actions required hereunder; and (ii) good standing or subsistence certificates from the jurisdiction of incorporation of each Borrower (or in the case of any Dutch Borrower, an extract from the commercial register showing the existence of such Dutch Borrower) certifying to the due organization and good standing of each Borrower; (d) the Administrative Agent shall have received a favorable opinion of Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the domestic Borrowers and ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to the Foreign Obligors in form and substance reasonably acceptable to the Administrative Agent and its counsel and addressed to the Administrative Agent and each Lender; (e) the Company shall have paid all reasonable out-of-pocket costs and expenses of the Administrative Agent (including legal the reasonable fees, charges and disbursements of counsel to the Administrative Agent invoiced to the Company in reasonable detail) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction in connection with the terms of this AgreementFourth Amendment; and (f) The representations no Default shall have occurred and warranties contained herein shall be true on and continuing, or would occur as a result of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effecttransactions contemplated by this Fourth Amendment.

Conditions of Effectiveness. This Amendment shall become not be effective whenuntil all corporate actions of Borrower taken in connection herewith and the transactions contemplated hereby shall be satisfactory in form and substance to Administrative Agent and Lenders, and only when,each of the following conditions precedent shall have been satisfied: (a) The Noteholder All out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment, including legal and other professional fees and expenses incurred on or prior to the date of this Amendment by Administrative Agent or any Lender, including, without limitation, the fees and expenses of Wins▇▇▇▇ ▇▇▇h▇▇▇▇ & ▇ini▇▇ ▇.▇ and Arth▇▇ ▇▇▇e▇▇▇▇ ▇.▇.P., shall have been paid. (b) Administrative Agent and each Lender shall have received all each of the following documents, each (unless otherwise indicated) being dated the date hereoffollowing, in form and substance satisfactory to the NoteholderAdministrative Agent, Lenders and Administrative Agent's counsel: (i) executed originals a certificate of each the Borrower certifying (i) as to the accuracy in all material respects, after giving effect to this Amendment, of the representations and warranties set forth in the Credit Agreement, the other Loan Documents and in this Amendment, and (ii) that there exists no Default or Event of Default, after giving effect to this Amendment, and the execution, delivery and performance of this Amendment and the Noteswill not cause a Default or Event of Default; (ii) a favorable written opinion with respect to this Amendment and the fully executed Liquidity Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) certified copies of resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving Borrower and adopting this Amendment and the Notes, and each Subsidiary authorizing the execution and delivery thereof;transactions contemplated by this Amendment; and (iv) specimen signatures of officers or such other appropriate representatives executing this Amendment documents, certificates and instruments as the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company Administrative Agent shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder;require. (c) The Company Borrower shall have paid all costs deposited a retainer of $100,000 with each of Wins▇▇▇▇ ▇▇▇h▇▇▇▇ & ▇ini▇▇ ▇.▇. and expenses (including legal fees) incurred by the Noteholder; (d) Such other documentsArth▇▇ ▇▇▇e▇▇▇▇ ▇.▇.P., instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement to cover their prospective fees and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectexpenses.

Conditions of Effectiveness. This Amendment Restatement Agreement shall become effective whenas of the first date upon which each of the conditions precedent set forth in this Section 5 shall be satisfied or waived in accordance with Section 10.1 of the Credit Agreement (such date, and only when,the “Restatement Effective Date”): (a) The Noteholder the Administrative Agent shall have received all of on or before the following documentsRestatement Effective Date the following, each dated such day (unless otherwise indicatedspecified): (i) being executed counterparts of this Restatement Agreement by the Borrower, each Subsidiary Guarantor, the Administrative Agent, the Consenting Lenders constituting at least the Required Lenders under the Credit Agreement, each other Consenting Lender and each of the New Lenders; (ii) a Note executed by the Borrower in favor of each Consenting Lender and each New Lender requesting a Note at least three Business Days prior to the Restatement Effective Date; (iii) a certificate from each Obligor, dated as of the date hereofRestatement Effective Date with counterparts for each Lender requesting the same at least three Business Days prior to the Restatement Effective Date, duly executed and delivered by an Authorized Officer of such Obligor as to (1) copies, authorized by a Mexican notary public, of resolutions of each such Obligor’s Board of Directors and/or shareholders (or other managing body, in the case of other than a corporation) then in full force and effect authorizing, to the extent relevant, the execution, delivery and performance of this Restatement Agreement and any amendments, supplements or amendments and restatements of other Loan Documents, including Security Documents, to be executed by such Obligor and the transactions contemplated hereby and thereby; (2) the incumbency and signatures of its Authorized Officers; (3) the full force and validity of each Organic Document of such Obligor and copies thereof; and (4) certified copies of the powers of attorney of each Obligor, notarized by a Mexican notary public (including authority for actos de dominio and to subscribe títulos de crédito) to execute this Restatement Agreement and any other Loan Documents as amended hereby, duly registered at the applicable public registries; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of an Authorized Officer of any such Person canceling or amending the prior certificate of such Person; (iv) opinions addressed to the Administrative Agent and all Lenders, from (1) White & Case LLP, United States counsel to the Obligors, in form and substance satisfactory to the Noteholder:Administrative Agent; and (i2) executed originals of each of this Amendment White & Case S.C., Mexican local counsel to the Obligors, in form and substance satisfactory to the NotesAdministrative Agent; (ii3) a favorable written opinion with respect to this Amendment and the Notes▇▇▇▇▇ ▇▇▇▇▇▇▇, addressed S.C., Mexican local counsel to the Noteholder Administrative Agent, in form and substance satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the CompanyAdministrative Agent; (v) a Compliance Certificate certificate, duly executed and delivered by an Authorized Officer of the Borrower, certifying that at the time of and after giving effect to the transactions contemplated by this Restatement Agreement on the Restatement Effective Date, (a) the representations and warranties set forth in each Loan Document are true and correct in all material respects as at May 28of the Restatement Effective Date (unless stated to relate solely to an earlier date, 2000in which case such representations and warranties were true and correct in all material respects as of such earlier date), in each case other than representations and warranties that are subject to a Material Adverse Effect or other materiality qualifier, in which case such representations and warranties are (or were) true and correct in all respects and (b) no Default or Event of Default shall have occurred and be continuing; (vi) a duly executed amendment financial projections of the Borrower through December 31, 2014, in form and substance satisfactory to the Administrative Agent; (vii) to the extent requested in writing at least 5 Business Days prior to the Restatement Effective Date, all documentation and other information that may be reasonably required by the Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulation, including the PATRIOT Act, and the information described in Section 10.14 of the Amended Credit Agreement, it being understood that the Borrower and certain of its Subsidiaries do not have U.S. taxpayer identification numbers; (viii) a certificate, dated as of the Restatement Effective Date, of an Authorized Officer of the Borrower (a) stating that the Concession Title is in full force and effect and that the Borrower is in material compliance with all terms and conditions applicable thereunder or pursuant to Applicable Law and (b) certifying as to the Borrower’s ownership of certain locomotives identified in Item 5.1.16 of the Disclosure Schedule; (ix) (i) the designation of the Process Agent to receive service of process in the State of New York on behalf of each Obligor and a letter in form and substance reasonably satisfactory to the Administrative Agent from the Process Agent accepting such designation and (ii) certified copies of the powers of attorney of each Obligor, notarized by a Mexican notary public, appointing such agent for service of process granted pursuant to Mexican Law (x) evidence of the payment of all amounts payable thereto or to any Consenting Lender, Non-Consenting Lender or Lead Arranger (as defined in the Amended Credit Agreement) on or prior to the Restatement Effective Date pursuant to this Restatement Agreement or any other Loan Document (including any outstanding principal, interest and fees owing to any Non-Consenting Lender, any arrangement fee payable to any Lead Arranger in connection herewith and the accrued fees and expenses of counsel to the Administrative Agent to the extent required to be reimbursed pursuant to that certain Arrangement Letter dated as of November 8, 2012 by and among the Borrower and each Lead Arranger); and (viixi) a duly evidence of the payment of an upfront fee in an amount equal to 0.125% of the aggregate Commitments after giving effect to this Restatement Agreement as of the Restatement Effective Date, by wire transfer of immediately available funds, for the ratable benefit of each Consenting Lender and New Lender that has delivered an executed Amended and Restated Intercreditor Agreement;counterpart hereof to the Administrative Agent prior to 5:00 p.m. (New York City time), November 29, 2012 (the “Consent Deadline”). (b) The Company shall have paid in immediately available fundsAt the time of and after giving effect to the transactions contemplated by this Restatement Agreement on the Restatement Effective Date, the nonrefundable amendment fee representations and warranties set forth in each Loan Document are true and correct in all material respects (unless stated to the Noteholder;relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date), in each case other than representations and warranties that are subject to a Material Adverse Effect or other materiality qualifier, in which case such representations and warranties are (or were) true and correct in all respects. (c) The Company At the time of and after giving effect to the transactions contemplated by this Restatement Agreement on the Restatement Effective Date, no Default shall have paid all costs occurred and expenses (including legal fees) incurred be continuing. For purposes of determining compliance with the conditions specified above, each Consenting Lender and each New Lender 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 such Persons unless an officer of the Administrative Agent responsible for the transactions contemplated by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company Loan Documents shall have delivered received notice from such Person prior to the Noteholder an Officer's Certificate to such effectRestatement Effective Date specifying its objection thereto.

Conditions of Effectiveness. This Amendment (other than SECTION 1.A) shall become be effective whenupon satisfaction of the condition precedent set forth in CLAUSE (a), CLAUSE (d) and CLAUSE (e) of this SECTION 6. SECTION 1. A of this Amendment shall be effective only after each of the following conditions precedent shall have been satisfied and only when,if all of the following conditions precedent are satisfied on or prior to June 24, 2003: (a) The Noteholder the Administrative Agent shall have received counterparts of this Amendment executed by the Majority Lenders, all of the following documentsMulticurrency Lenders, each all of the other Revolving Lenders, the Borrowers and the Guarantors; (unless otherwise indicatedb) being dated the date hereofrepresentations and warranties set forth in SECTION 2 of this Amendment shall be true and correct in all material respects; (c) the Company shall have paid all reasonable out-of-pocket fees and expenses of the Administrative Agent in connection with the Loan Documents, including its reasonable out-of-pocket legal and other professional fees and expenses by the Administrative Agent, including, without limitation, such fees and expenses of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.; (d) the Company shall have paid the Amendment Fee when due; (e) the Company shall have paid to the Administrative Agent for its own account, certain fees set forth in the letter agreement between the Company and the Administrative Agent relating hereto (the "AMENDMENT FEE LETTER") in the amounts set forth in the Amendment Fee Letter, and the Amendment Fee Letter shall have been duly executed and delivered by the Company and the Administrative Agent and shall be in full force and effect; (f) the Company shall have delivered to the Administrative Agent (i) a fully executed copy of the definitive documentation regarding a proposed recapitalization plan, in form and substance satisfactory to the Noteholder: (i) executed originals of each of this Amendment Majority Lenders, which requires as a condition to its effectiveness that all Loans have been repaid in full and the Notes; all Commitments terminated, and (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed evidence satisfactory to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of Majority Lenders that the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) has obtained a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof binding commitment from General Electric Capital Corporation reflecting its satisfaction to provide financing to the Company, the consummation of which, when combined with the terms consummation of this Agreement; andthe aforementioned proposed recapitalization plan, will cause a Qualified Refinancing Event to occur; (fg) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate Administrative Agent evidence satisfactory to the Administrative Agent that the Company has resolved all outstanding matters between the Company and PBGC to the satisfaction of General Electric Capital Corporation and the other parties to the proposed recapitalization plan referenced in (f) above; and (h) the Administrative Agent shall receive, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, such effectother documents, certificates and instruments as the Administrative Agent shall reasonably require.

Conditions of Effectiveness. This Amendment shall become effective on the date (the "EFFECTIVE DATE") when, and only when, , (a) The Noteholder the Noteholders shall have received all of the following documents, each (unless otherwise indicated) being dated the date hereof, in form and substance satisfactory to each of the NoteholderNoteholders: (i) executed originals of each of this Amendment and the NotesConsent and Reaffirmation of Guarantors, attached hereto; (ii) a favorable written an opinion letter (together with respect to this Amendment any opinions of local counsel relied on therein) of (i) Weil, Gotshal & Manges LLP, special counsel for ▇▇▇ ▇▇mpany and the NotesGuarantors, addressed and (ii) Robert A. Emken, Jr., General Co▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇y and the Guarantors, each dated as of the Effective Date and covering such matters relating hereto and to the Noteholder and satisfactory to its counseltransactions contemplated hereby as the Purchasers may reasonably request; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the NotesAmendment, and authorizing the execution and delivery thereofthereof and the matters contemplated hereby; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and on behalf of the NotesCompany, certified by the secretary or assistant secretary of the Company; (v) the Organizational Documents of the Company certified as of a Compliance Certificate as at May 28, 2000recent date by the Secretary of State of its state of organization; (vi) certificates issued as of a duly executed recent date by the Secretary of State of the jurisdiction of formation of the Company as to the due existence and good standing of the Company; (vii) appropriate certificates of qualification to do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in respect of the Company as of a recent date by the Secretary of State or comparable official of each jurisdiction in which the failure to be qualified to do business or authorized so to conduct business could have a Material Adverse Effect; (viii) receipt of and satisfaction with the amendment to the Credit AgreementAgreement amending sections thereof to be consistent with the amendments contained herein; (ix) duly executed copy of the Morelos Assets Sale Letter and approval thereof by each Secured Party; and (viix) a duly executed Amended copy of the Special Transaction Letter and Restated Intercreditor Agreement; approval thereof by each Secured Party (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee subject to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as provisions of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectSection 10.6(xxiii)).

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written (the “Effective Date”) when, and only when, (a) The Noteholder shall have received all , each of the following documents, each (unless otherwise indicated) being dated the date hereof, in form and substance satisfactory to the Noteholderconditions have been satisfied: (i) executed originals of each The Agent shall have received counterparts of this Amendment executed by the Borrower and all of the NotesLenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment; (ii) The Agent shall have received for the ratable account of each Lender, a favorable written opinion closing fee of 0.15% of the aggregate Commitments (and upon receipt of such fee from the Borrower, the Agent will distribute the ratable portion of such fee to each Lender no later than the close of business on the second business day after receipt thereof by the Agent); (iii) The Agent shall have received, for its own account, all fees and other amounts payable to it pursuant to that certain fee letter dated as of December 5, 2003, between the Agent and the Borrower. (iv) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and the matters contemplated hereby, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel;matters contemplated hereby; and (iiiv) resolutions A certificate of the boards of directors Secretary or other appropriate governing body (or an Assistant Secretary of the appropriate committee thereof) Borrower certifying the names and true signatures of the Company certified by its secretary or assistant secretary as officers of the Effective Date, approving and adopting Borrower authorized to sign this Amendment and the Notes, other documents to be delivered hereunder and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000;thereunder. (vi) a duly executed amendment The Agent shall have received evidence satisfactory to it that U.S. Bank National Association has released all liens and security interests granted to it in connection with the U.S. Bank Credit Agreement. This Amendment is subject to the provisions of Section 8.01 of the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effect.

Conditions of Effectiveness. This Amendment 2.1 The amendments set forth in ARTICLE I shall become effective as of the date (the “First Amendment Effective Date”) when, and only when,, each of the following conditions precedent shall have been satisfied: (a) The Noteholder Administrative Agent shall have received all each of the following documentsfollowing, each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (unless otherwise indicatedi) being An executed counterpart of this Amendment from each of the Borrower and each of the Lenders. (ii) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (iii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents. (iv) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (v) A certificate, signed by an Authorized Officer, stating that on the First Amendment Effective Date the representations and warranties of the Borrower contained in Article III of this Amendment shall be true and correct on and as of the First Amendment Effective Date. (vi) A written opinion of the Borrower’s counsel, addressed to the Administrative Agent, the Lenders and the LC Issuers, dated as of the date hereofFirst Amendment Effective Date, in form and substance satisfactory to the Noteholder: (i) executed originals of each of this Amendment and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; andAdministrative Agent. (vii) Any Notes requested by a duly executed Amended and Restated Intercreditor Agreement;Lender pursuant to Section 2.12 of the Credit Agreement payable to the order of each such requesting Lender. (viii) Such other documents as any Lender or its counsel may have reasonably requested. 12609639v4 (b) The Company Administrative Agent and the Lenders shall have paid in immediately available fundsreceived, the nonrefundable amendment fee at least five (5) Business Days prior to the Noteholder;First Amendment Effective Date, all documentation and other information requested by the Administrative Agent or any Lender or required by regulatory authorities in order for the Administrative Agent and the Lenders to comply with requirements of any Anti-Money Laundering Laws, including the PATRIOT Act and any applicable “know your customer” rules and regulations. (c) The Company shall have paid all costs and expenses (including Unless the Borrower qualifies for an express exclusion from the “legal fees) incurred by entity customer” definition under the Noteholder; (d) Such other documentsBeneficial Ownership Regulations, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company Borrower shall have delivered to the Noteholder an Officer's Certificate Administrative Agent, and directly to such effectany Lender requesting the same, a Beneficial Ownership Certification in relation to it, in each case at least five (5) Business Days prior to the First Amendment Effective Date. (d) The Borrower shall have paid to (i) ▇▇▇▇▇ Fargo Securities, LLC, the Administrative Agent and the Lenders any fees required under the ▇▇▇▇▇ Fargo Fee Letter (as defined below) to be paid to each of them, in the amounts due and payable on the First Amendment Effective Date as required by the terms thereof, and (ii) JPMorgan Chase Bank, N.A. (“JPMorgan”) the fees required under the JPMorgan Fee Letter, in the amount due and payable on the First Amendment Effective Date as required by the terms thereof. The “▇▇▇▇▇ Fargo Fee Letter” means that certain letter from ▇▇▇▇▇ Fargo and ▇▇▇▇▇ Fargo Securities, LLC to the Borrower, dated November 5, 2019, relating to certain fees payable by the Borrower in respect of the transactions contemplated by this Amendment. The “JPMorgan Fee Letter” means that certain letter from JPMorgan to the Borrower, dated November 5, 2019, relating to certain fees payable by the Borrower in respect of the transactions contemplated by this Amendment.

Conditions of Effectiveness. This Amendment shall become effective whenupon satisfaction of the following conditions precedent: Lender shall have received (i) four (4) copies of this Amendment executed by Borrowers and consented and agreed to by Guarantors, (ii) the Fourth Consolidated, Amended and only when, Restated Secured Promissory Term Note duly executed by Borrowers, (iii) a Fifth Deed of Trust Modification Agreement duly executed by Borrowers, (iv) an updated title policy with respect to the Real Estate Collateral which shall indicate that there are no Liens on the Real Estate Collateral other than Permitted Liens, (v) an amendment fee in the amount of $10,000, which amount shall be charged by Lender to Borrowers' loan account as a Revolving Loan, (vi) updated UCC tax, lien and judgment searches with respect to all locations where the Collateral is located which shall indicate that there are (a) The Noteholder shall have received no Liens on the Collateral other than Permitted Liens and (b) no suits or judgments against any Borrower, (vii) UCC-1 Financing Statements duly executed by Borrowers with respect to all Collateral located in Florida, (vii) resolutions of the following Board of Directors of each Borrower duly authorizing the execution, delivery and performance of this Agreement, the Fourth Consolidated, Amended and Restated Promissory Term Note, the Fifth Deed of Trust Modification Agreement and the transactions contemplated therein, which resolutions shall be certified by the Secretary or Assistant Secretary of such Borrower as being in full force and effect and (viii) such other certificates, instruments, documents, agreements and opinions of counsel as may be required by Lender or its counsel, each (unless otherwise indicated) being dated the date hereof, of which shall be in form and substance satisfactory to the Noteholder: (i) executed originals of each of this Amendment Lender and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effect.

Conditions of Effectiveness. This Amendment shall become effective as of the date hereof when, and only when, , the Administrating Bank shall have received: (a) The Noteholder shall counterparts of this Amendment executed by the Company, the Administrating Bank, the Funding Bank and each of the Participating Banks (in sufficient quantity for each party to have received a fully executed original), (b) for the account of each Participating Bank, an upfront fee in the amount agreed upon by the Company and such Participating Bank, as notified in writing by the Company to the Administrating Bank on or before the date hereof, (c) for the account of the Administrating Bank, the fees set forth in that certain Third Amended and Restated Fee Letter, dated the date hereof, between the Company and the Administrating Bank, to the extent that such fees are due and payable on the effective date of this Amendment, and (d) all of the following documents, each (unless otherwise indicated) document being dated the date hereofof receipt thereof by the Administrating Bank (which date shall be the same for all such documents), in form and substance satisfactory to the NoteholderAdministrating Bank: (i) executed originals An opinion of each of this Amendment and M▇▇▇▇▇, ▇▇▇▇▇ & B▇▇▇▇▇▇, LLP, as New York counsel to the Notes;Company. (ii) a favorable written An opinion with respect to this Amendment and the Notesof Friday, addressed E▇▇▇▇▇▇▇ & C▇▇▇▇, LLP, as Arkansas counsel to the Noteholder and satisfactory to its counsel;Company. (iii) Copies of the resolutions of the boards Board of directors or other appropriate governing body (or of the appropriate committee thereof) Directors of the Company authorizing the execution, delivery and performance by the Company of this Amendment, certified by its secretary the Secretary or assistant secretary an Assistant Secretary of the Company (which certificate shall state that such resolutions are in full force and effect as of such date and have not been modified, rescinded or amended since the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery date of adoption thereof;). (iv) specimen signatures Certified copies of officers all approvals, authorizations, orders or other appropriate representatives executing consents of, or notices to or registrations with, any governmental body or agency required for the Company to execute, deliver and perform its obligations under this Amendment and the Notes, certified by the secretary or assistant secretary of the Company;Amendment. (v) Certificates as to the good standing of the Company, as of a Compliance Certificate as at May 28recent date, 2000;from the Secretary of State of the State of Arkansas and the Secretary of State of the State of Mississippi. (vi) A certificate of the Secretary or Assistant Secretary of the Company certifying (A) that attached thereto is a duly executed amendment true and complete copy of the by-laws of the Company as in effect on such date and at all times since a date prior to the Credit Agreementdate of the resolutions described in clause (iii) above, (B) that (x) attached thereto is a true and complete copy of the certificate or articles of incorporation, including all amendments thereto, of the Company and (y) such certificate or articles of incorporation have not been amended since the date of the last amendment thereto, and (C) as to the incumbency and specimen signature of each officer executing this Amendment or any other document or certificate delivered in connection herewith on behalf of the Company; andtogether with a certificate of another officer of the Company as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the foregoing certificate. (vii) The consent of Entergy Corporation, Entergy Arkansas, Inc., Entergy Louisiana, LLC, Entergy Mississippi, Inc. and Entergy New Orleans, Inc., in substantially the form of Exhibit A hereto, duly executed by an authorized officer thereof. (viii) A certificate of a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as authorized officer of the date hereof from General Electric Capital Corporation reflecting its satisfaction with Company (the terms of this Agreement; and statements in which shall be true) stating that (fA) The the representations and warranties contained herein shall be in Section 10 of the Amended Agreement are true and correct on and as of the such date hereofas though made on and as of such date, there shall exist on the date hereofand (B) no Reimbursement Default, no Prepayment Event, Event of Default Default, Indenture Event of Default, Event of Loss or Deemed Loss Event has occurred and is continuing and no Reimbursement Default; there shall exist no material adverse change in , Prepayment Event, Event of Default, Indenture Event of Default, Event of Loss or Deemed Loss Event will result from the financial conditionexecution, business operation delivery and performance of this Amendment or prospects the consummation of the Company or its Subsidiaries since January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effecttransactions contemplated thereby.

Conditions of Effectiveness. This Amendment shall become effective as of the date hereof when, and only when, (a) The Noteholder , Agent, on behalf of Banks, shall have received all of the following documents, each (unless otherwise indicated) being dated the date hereofreceived, in form and substance satisfactory to it, the Noteholderfollowing: (ia) executed originals of each Counterparts of this Amendment and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended by Borrower, KeyBank and Restated Intercreditor AgreementSynovus Bank; (b) The Company A certificate executed by the Chief Financial Officer of Borrower, certifying to Agent and Banks that each of the representations and warranties made pursuant to Section 9 of this Amendment shall have paid be true and correct in immediately available funds, all material respects as of the nonrefundable amendment fee to the NoteholderFirst Amendment Effective Date; (c) The Company shall have paid all costs Evidence satisfactory to it that the New Revolving Credit Facility is in effect and expenses (including legal fees) incurred by the NoteholderSynovus Letters of Credit are deemed to be letters of credit issued under the New Revolving Credit Facility; (d) Such other documentsPayment by Borrower to Agent for the account of each Bank (determined prior to giving effect to the consummation of the Rollover Transactions) of all accrued and unpaid Facility Fees and Letter of Credit Fees with respect to the Letters of Credit (including the Synovus Letters of Credit and the KeyBank Letters of Credit), instruments, approvals or opinions as to but not including the Noteholder may reasonably requestFirst Amendment Effective Date (and calculated without giving effect to the termination of participation interests made pursuant to this Amendment); (e) An original Acknowledgement and Acceptance Letter dated as Payment by Borrower to Agent, for the account of each Bank (determined after giving effect to the consummation of the date hereof from General Electric Capital Corporation reflecting its satisfaction with Rollover Transactions) of the extension fee required under the terms of this §3.1(b)(ii)(D) of the Facility Agreement; and (f) The representations Payment of all reasonable and warranties contained herein shall be true on documented expenses incurred by Agent in connection with the execution and as delivery of this Amendment, together with reasonable fees and actually incurred expenses of Agent’s counsel with respect to this Amendment and other post-closing matters, in each case to the extent invoiced at least one (1) Business Day prior to the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effect.

Conditions of Effectiveness. This The effectiveness of this Amendment shall become effective whenon each of the Amendment No. 3 Closing Date and the Amendment No. 3 Effective Date, and only when,as applicable, is subject to the satisfaction (or waiver by each of the Consenting Lenders) of the following conditions precedent: (a) The Noteholder the Administrative Agent shall have received all counterparts of this Amendment duly executed by the Borrower, the Guarantors party hereto and each of the following documentsConsenting Lenders and acknowledged by the Administrative Agent; (i) the Administrative Agent and the Required Lenders shall have received executed copies of amendments or waivers, as applicable, to the UST Tranche A Credit Agreement and the UST Tranche B Credit Agreement, each (unless otherwise indicated) being dated the date hereof, in form and substance reasonably satisfactory to the Noteholder: (i) executed originals of each of this Amendment Consenting Lenders and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notesconditions precedent set forth in each such amendment or waiver, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Dateapplicable, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholderbeen satisfied; (c) The Company the Required Lenders shall have paid all costs and expenses (including legal fees) incurred by received the NoteholderInitial Budget; (d) Such the Administrative Agent shall have received a certificate executed by the Secretary (or other equivalent officer, partner or manager) of each Loan Party dated as of the Amendment No. 3 Closing Date certifying: (i) as true and correct a copy of resolutions in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors (or other equivalent governing body, member or partner) of each Loan Party approving and authorizing the execution, delivery and performance by such Loan Party of this Amendment and all documents, instrumentsinstruments and agreements executed and/or delivered in connection herewith (if any) and of the transactions contemplated herein and therein, approvals (ii) as true and correct and in full force and effect, without any amendment except as shown, a copy of the Organization Documents of each Loan Party, or opinions that there have been no amendments, supplements, or other modifications to such Loan Party’s Organizational Documents since the Restatement Effective Date and that the copies of such Loan Party’s Organizational Documents delivered to Administrative Agent on such date as a part of the Noteholder may reasonably request“secretary’s certificate” delivered by such Loan Party are true, correct and complete copies of such Organizational Documents as currently in full force and effect, (iii) if available, a true and correct a copy of a good standing certificate/certificate of status for each Loan Party certified by the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation, organization or formation dated a recent date prior to the date hereof, and (iv) the names and signatures of the officers of such Loan Party authorized to execute and deliver this Amendment and all documents, instruments and agreements executed and/or delivered in connection herewith (if any) on behalf of such Loan Party pursuant to the resolutions referenced in clause (i) above (and such certificate shall be countersigned by another officer of such Loan Party certifying the name, office and signature of the Secretary (or other equivalent officer, partner or manager) of such Loan Party giving such certificate); (e) An original Acknowledgement and Acceptance Letter dated as the Borrower shall have paid all invoiced expenses of the date hereof from General Electric Capital Corporation reflecting its satisfaction with Administrative Agent and the Consenting Lenders (including, without limitation, all previously invoiced, reasonable, out-of-pocket expenses of the Administrative Agent (including, to the extent invoiced, reasonable attorneys’ fees and expenses of Holland & Knight LLP, Milbank LLP and White & Case LLP, in each case to the extent reimbursable under the terms of this the Credit Agreement); and (f) The representations and warranties contained herein shall be true on and as of after giving effect to the date hereof, there shall exist on the date hereofLimited Waiver set forth in Section 2, no Default or Event of Default has occurred and is continuing or Default; there shall exist no material adverse change in would result from the financial condition, business operation execution of this Amendment or prospects consummation of the Company or its Subsidiaries since January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effecttransactions contemplated hereunder.

Conditions of Effectiveness. This Amendment shall become effective when, and only when,: (a) The the Noteholder shall have received executed originals of this Amendment and 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 Copies of each (A) all documents evidencing all requisite corporate action of the Company (including any and all resolutions of the Board of Directors of the Company) authorizing the execution, delivery and performance of this Amendment and the Notes; matters contemplated hereby and thereby, and (iiB) a favorable written opinion all documents evidencing all governmental approvals, if any, with respect to this Amendment and the Notes, addressed matters contemplated hereby and thereby: (ii) 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 Noteholder Company and satisfactory any other documents to its counselbe delivered by the Company hereunder; (iii) resolutions the Consent and Reaffirmation of the boards of directors or other appropriate governing body (or Facility Guarantors attached hereto as Exhibit A by each of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereofGuarantors; (iv) specimen signatures of officers or other appropriate representatives executing this A duly executed Amendment and No. 2, satisfactory to the NotesRequired Holders in all respects, certified by to the secretary or assistant secretary of the CompanyWachovia Bank Credit Agreement; (v) a Compliance Certificate as at May 28A duly executed Amendment No. 2, 2000satisfactory to the Required Holders in all respects, to the Bank of America Credit Agreement; (vi) a A letter agreement duly executed amendment to by all the Credit Agreement; andparties thereto, substantially in the form attached hereto as Exhibit B; (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder Purchasers may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (fb) The representations and warranties contained herein shall be true on and as of the 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 January 3March 28, 20001999 other than as reported by the Company in its quarterly reports on Form 10-Q filed with the Securities and Exchange Commission for quarterly periods subsequent to March 28, 1999; and the Company shall have delivered to the Noteholder Purchasers an Officer's Certificate to such effect; and (c) The Company shall have paid all costs and expenses (including legal fees) incurred by any Purchaser.

Conditions of Effectiveness. This First Amendment shall become effective when, and only when, (a) The Noteholder , the Agent shall have received all a counterpart of this First Amendment executed by the following documents, each (unless otherwise indicated) being dated the date hereofBorrower and shall have additionally received, in form and substance satisfactory to the NoteholderAgent and the Lenders: (ia) A note payable to each Lender duly executed originals of each of this Amendment and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary Borrower in the form of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor AgreementExhibit A hereto; (b) The Company shall have paid in immediately available funds, A reaffirmation of the nonrefundable amendment fee to Security Agreement duly executed by the NoteholderBorrower; (c) The Company shall have paid all costs A reaffirmation of the Subsidiary Guaranty and expenses (including legal fees) incurred the Subsidiary Security Agreement duly executed by the NoteholderCove▇▇▇▇▇; (d) Such other documentsA copy of resolutions, instrumentsin form and substance reasonably satisfactory to the Agent, approvals or opinions as of the Noteholder may reasonably request;Board of Directors of the Company authorizing the execution, delivery and performance (e) An original Acknowledgement and Acceptance Letter A certificate dated as of the date hereof from General Electric Capital Corporation reflecting of the Secretary or an Assistant Secretary of each of the Company and Cove▇▇▇▇▇ ▇▇▇tifying (i) as to the incumbency and signatures of its satisfaction officers executing this First Amendment, the Notes and the other documents delivered in connection hereof (as applicable) and (ii) that each of the certificate of incorporation and bylaws delivered in connection with the terms of this Agreement; and (f) The representations Existing Credit Agreement is in full force and warranties contained herein shall be true on effect and has not been amended, modified, revoked or rescinded as of the date hereof, there shall exist on together with evidence of the incumbency of such Secretary or Assistant Secretary; (f) An executed legal opinion dated the date hereof, no Event of Default or Default; there shall exist no material adverse change in hereof and addressed to the financial condition, business operation or prospects of the Company or its Subsidiaries since January 3, 2000; Agent and the Company shall have delivered Lenders, of Dise▇▇▇ ▇▇▇t▇▇ ▇'▇▇▇▇▇▇ & ▇ast▇▇▇▇▇▇▇ ▇▇▇, counsel to the Noteholder an Officer's Certificate Borrower and Cove▇▇▇▇▇, ▇▇ a form reasonably satisfactory to such effectthe Agent, the Lenders and each of their special counsel; (g) payment to Day, Berr▇ & ▇owa▇▇ ▇▇▇, special counsel to the Agent and the Lenders, of its legal fees and disbursements; and (h) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this First Amendment as the Lenders and the Agent may reasonably request, all in form and substance satisfactory to the Agent and its counsel.

Conditions of Effectiveness. This Amendment shall become be effective whenas of the first date each of the following conditions precedent has been satisfied (the first date each of such conditions precedent has been satisfied being referred to herein as the “Second Amendment Effective Date”): The Administrative Agent’s receipt of the following, and only when,each of which shall be originals, telecopies or in .pdf or other electronic format in each case in accordance with Section 11.17 of the Existing Credit Agreement as incorporated herein pursuant to Section 8 hereof: (a) The Noteholder shall have received all counterparts of this Agreement, duly executed and delivered by each of the following documentsLoan Parties, 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 Lender and the Notes; (ii) a favorable written opinion with respect to this Amendment Administrative Agent; and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement;172823271 (b) The Company shall have paid in immediately available funds, a certificate of the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter Borrower dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with Second Amendment Effective Date signed by a Responsible Officer of the terms of Borrower certifying that before and after giving effect to this Agreement; and (f) The Amendment, the representations and warranties contained herein shall be in Article V of the Amended Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith or with this Amendment, are true and correct in all material respects on and as of the Second Amendment Effective Date (without duplication of materiality qualifiers set forth in such representations and warranties), except (i) with respect to the representations and warranties set forth in Section 5.19 of the Amended Credit Agreement, in which case they are true and correct in all respects, (ii) to the extent that such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects on and as of such earlier date without duplication of materiality qualifiers set forth in such representations and warranties), and (iii) that for purposes hereof, there shall exist on the date hereof, no Event representations and warranties contained in subsections (a) and (b) of Default or Default; there shall exist no material adverse change in the financial condition, business operation or prospects Section 5.05 of the Company or its Subsidiaries since January 3, 2000; and the Company Amended Credit Agreement shall have delivered be deemed to refer to the Noteholder an Officer's Certificate most recent statements furnished pursuant to such effectsubsections (a) and (b), respectively, of Section 6.01 of the Amended Credit Agreement.

Conditions of Effectiveness. This The effectiveness of Section 2 of this Amendment shall become effective when, and only when, (a) The Noteholder shall have received all be subject to Agent’s receipt of the following documents, each (unless otherwise indicated) being dated the date hereof, in form and substance satisfactory to Agent, or, as applicable, the Noteholderfollowing conditions being met: (ia) this Amendment, executed originals of by Agent, each of this Amendment Lender and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor AgreementBorrower; (b) The Company shall have paid a duly executed certificate of an officer of Borrower certifying and attaching copies of (A) the certificate of incorporation, certified as of a recent date by the jurisdiction of organization of Borrower and as in immediately available fundseffect as of the Third Amendment Effective Date; (B) the bylaws of Borrower, as in effect as of the nonrefundable amendment fee to Third Amendment Effective Date; (C) resolutions of Borrower’s board of directors evidencing approval of this Amendment, as such resolutions remain in full force and effect as of the Noteholder;Third Amendment Effective Date; and (D) (c) The Company shall have paid all costs a schedule setting forth the name, title and expenses (including legal fees) incurred by the Noteholderspecimen signature of officers or other authorized signers on behalf of Borrower; (d) Such a certificate of good standing for Borrower from its jurisdiction of organization and similar certificates from all other documents, instruments, approvals or opinions as jurisdictions in which it does business and where the Noteholder may reasonably requestfailure to be qualified could have a Material Adverse Effect; (e) An original Acknowledgement on the Third Amendment Effective Date, after giving effect to the amendment of the Existing Loan Agreement contemplated hereby: (i) the representations and Acceptance Letter dated warranties contained in Section 4 shall be true and correct on and as of the date hereof from General Electric Capital Corporation reflecting its satisfaction Third Amendment Effective Date as though made on and as of such date; and (ii) there exists no Event of Default or event that with the terms passage of this Agreementtime would result in an Event of Default; and (f) The representations Borrower shall have paid (i) all invoiced costs and warranties contained herein shall be true on expenses then due in accordance with Section 5(e) and (ii) all other fees, costs and expenses, if any, due and payable as of the date hereof, there shall exist on Third Amendment Effective Date under 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectLoan Agreement.

Conditions of Effectiveness. This Amendment shall become effective as of the date hereof (the “Second Amendment Effective Date”) when, and only when,, each of the following conditions precedent shall have been satisfied: (a) The Noteholder Bank shall have received all from each party hereto either (i) a counterpart of this Amendment signed on behalf of each Credit Party and the Bank, or (ii) written evidence satisfactory to the Bank (which may include facsimile or other electronic image scan transmission of a signed signature page of this Amendment) that each such party has signed a counterpart of this Amendment. (b) The Bank shall have received a second amended and restated Revolving Note, duly executed by the Borrower for the account of the following documents, each Bank. (unless otherwise indicatedc) being The Bank shall have received an opinion of counsel to the Parent and its Subsidiaries dated as of the date hereofSecond Amendment Effective Date and addressed to the Bank, in form and substance reasonably satisfactory to the Noteholder: (i) executed originals of each of this Amendment and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder;Bank. (d) Such The Bank shall have received a certificate of the secretary or an assistant secretary of each of the Parent and each of its Subsidiaries as of the Second Amendment Effective Date, dated as of the Second Amendment Effective Date and in form and substance reasonably satisfactory to the Bank, certifying, in a form acceptable to Bank, (i) the articles or certificate of incorporation, certificate of formation or other documentsorganizational document and all amendments thereto of such party, instruments(ii) the bylaws, approvals operating agreement or opinions similar governing document of such party, as then in effect and as in effect at all times from the Noteholder may reasonably request;date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such party, authorizing the execution, delivery and performance of this Agreement 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 of such party executing this Amendment, and attaching all such copies of the documents described above. (e) An original Acknowledgement The Bank shall have received a certificate as of a recent date of the good standing of each of the Parent and Acceptance Letter dated each of its Subsidiaries as of the date hereof Second Amendment Effective Date, under the laws of its jurisdiction of organization, from General Electric Capital Corporation reflecting its satisfaction with the terms Secretary of this Agreement; andState (or comparable Governmental Authority) of such jurisdiction. (f) The representations Bank shall have received certified reports from an independent search service satisfactory to it listing any judgment or tax lien filing or Uniform Commercial Code financing statement that names the Parent or the Borrower as debtor in any of the jurisdictions listed beneath its name on Schedule I to the Security Agreement, and warranties contained herein the results thereof shall be true reasonably satisfactory to the Bank. (g) The Bank shall have received updated certificates of insurance evidencing the insurance coverages described on Schedule 4.16 and all other or additional coverages required under the Security Documents and naming the Bank as loss payee or additional insured, as its interests may appear. (h) The Bank shall have received payment of the date hereof, there shall exist (i) all fees due and payable on the date hereofSecond Amendment Effective Date, no Event of Default and (ii) all other fees and other amounts due and payable on or Default; there shall exist no material adverse change in the financial condition, business operation or prospects of the Company or its Subsidiaries since January 3, 2000; and the Company shall have delivered prior to the Noteholder an Officer's Certificate Second Amendment Effective Date, including, to such effectthe extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel to the Bank) required to be reimbursed or paid by the Borrower under the Credit Agreement, this Amendment or any other Credit Document.

Conditions of Effectiveness. 2.1 This Amendment shall become effective when, and only when,, each of the following conditions precedent shall have been satisfied: (a) The Noteholder Bank shall have received all duly executed counterparts of this Amendment and applicable Security Documents with respect to the New Applicant; (b) Bank shall have received a certificate of an officer of the following documentsNew Applicant certifying as to the incumbency and genuineness of the signature of each officer of the New Applicant executing this Amendment and the applicable Security Documents and certifying that attached thereto is a true, each correct and complete copy of (unless otherwise indicatedA) being dated the memorandum of association (or equivalent), as applicable, of the New Applicant and all amendments thereto, (B) the bye-laws or other governing document of the New Applicant as in effect on the date hereofhereof and (C) resolutions duly adopted by the board of directors (or other governing body) of the New Applicant authorizing and approving the transactions contemplated hereunder and the execution, in form delivery and substance satisfactory to the Noteholder: (i) executed originals of each performance of this Amendment and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholderapplicable Security Documents; (c) The Company Bank shall have paid all costs and expenses received certificates as of a recent date of the good standing (including legal feesor equivalent) incurred by of the NoteholderNew Applicant under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (d) Such Bank shall have received an opinion of counsel to the New Applicant addressed to Bank with respect to the New Applicant, this Amendment, the applicable Security Documents, and such other documents, instruments, approvals or matters as Bank shall request (which such opinions as the Noteholder may reasonably request;shall expressly permit reliance by permitted successors and assigns of Bank); and (e) An original Acknowledgement The New Applicant shall have paid to Bank all documented out-of-pocket costs and Acceptance Letter dated as expenses of the date hereof from General Electric Capital Corporation reflecting its satisfaction Bank in connection with the terms preparation, negotiation, execution and delivery of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; Amendment and the Company shall have delivered to applicable Security Documents (including, without limitation, the Noteholder an Officer's Certificate to such effect.reasonable fees and out-of-pocket expenses of counsel for Bank with respect thereto);

Conditions of Effectiveness. This The effectiveness of this Amendment shall become effective when, and only when,is subject to the conditions precedent that: (a) The Noteholder the Administrative Agent shall have received all of the following documents, each (unless otherwise indicated) being dated the date hereof, in form and substance satisfactory to the Noteholderreceived: (i) duly executed originals of this Amendment from each of this Amendment the Borrower, the Lenders (or the Administrative Agent with the consent in writing of the Lenders), each Increasing Lender, each Assuming Lender, if any, and the Noteseach Departing Lender (as defined below), if any; (ii) duly executed Revolving Notes for the account of each Assuming Lender, if any, and any Increasing Lender, dated as of the Effective Date in a favorable written opinion with respect principal amount equal to this Amendment and the Notes, addressed such Lender’s Revolving Commitment after giving effect to the Noteholder and satisfactory to its counselRevolving Commitment Increase hereunder; (iii) resolutions of the boards of directors evidence reasonably satisfactory to it that on or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of prior to the Effective Date, approving (x) all obligations of the Borrower under the 5-Year Agreement shall have been terminated and adopting this Amendment be of no further force or effect (other than in respect of contingent indemnity obligations and any other obligation that expressly survives the Notes, and authorizing the execution and delivery termination thereof); (iv) specimen signatures (x) duly certified resolutions of officers or other appropriate representatives executing the Borrower (in form and substance reasonably acceptable to the Administrative Agent) authorizing the execution, delivery and performance of this Amendment and the Notes, certified by the secretary or assistant secretary of the CompanyCredit Agreement as amended hereby, and (y) opinion(s) of counsel of the Borrower in form and substance reasonably acceptable to the Administrative Agent; (v) a Compliance Certificate from the Borrower for its account and the account of each Lender, all fees payable pursuant to that certain Fee Letter, dated as at May 28of November 16, 2000;2006, by and among the Borrower and the Administrative Agent; and (vi) a duly executed amendment to such other documents, instruments and agreements as the Credit AgreementAdministrative Agent shall reasonably request; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company the Administrative Agent and the Lenders shall have paid in immediately available funds, administered the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as reallocation of the date hereof from General Electric Capital Corporation reflecting its satisfaction Revolving Commitments and Term Loans among the Lenders in accordance with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effecttheir respective ratable shares thereof.

Conditions of Effectiveness. This Amendment shall become be effective whenas of October 10, 2000, so long as all corporate actions of Borrower and the Significant Subsidiaries taken in connection herewith and the transactions contemplated hereby shall be satisfactory in form and substance to Administrative Agent and Lenders, and only when,each of the following conditions precedent shall have been satisfied: (a) The Noteholder All reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment, including legal and other professional fees and expenses incurred on or prior to the date of this Amendment by Administrative Agent or any Lender, including, without limitation, the fees and expenses of Wins▇▇▇▇ ▇▇▇h▇▇▇▇ & ▇ini▇▇ ▇.▇. and Arth▇▇ ▇▇▇e▇▇▇▇ ▇.▇.P., shall have been paid. (b) Administrative Agent and each Lender shall have received all each of the following documentsfollowing: (i) year-end consolidated and consolidating (on a group basis) financial statements of Domestic Borrower and its Subsidiaries for the fiscal year 2000, each containing a balance sheet, income statement, statement of cash flows and an audit report by PricewaterhouseCoopers, accountants for the Borrower and its Subsidiaries, accompanied by (unless otherwise indicatedi) being dated a Compliance Certificate of the date hereofChief Financial Officer of Domestic Borrower, (ii) a certificate of PricewaterhouseCoopers to the effect that they have reviewed and are familiar with the Credit Agreement and that, in examining such financial statements, they did not become aware of any fact or condition which then constituted a Default or Event of Default, except for those, if any, described in reasonable detail in such certificate, and (iii) the management letter and report on internal controls, if any, delivered by PricewaterhouseCoopers in connection with their audit; (ii) a certificate of the Borrower, in form and substance satisfactory to Administrative Agent, Required Lenders and Administrative Agent's counsel, certifying (A) as to the Noteholder: (i) executed originals of each of this Amendment and the Notes; (ii) a favorable written opinion with respect accuracy in all material respects, after giving effect to this Amendment and the NotesWaiver in Section 1 hereof, addressed of the representations and warranties set forth in the Credit Agreement, this Amendment and the other Loan Documents, and (B) that there exists no Default or Event of Default, after giving effect to this Amendment and the Noteholder Waiver in Section 1 hereof, and satisfactory to its counselthe execution, delivery and performance of this Amendment will not cause a Default or Event of Default; (iii) resolutions payment of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereofFee; (iv) specimen signatures the Fleet Amendment, executed by all parties thereto, providing for, among other things, (A) a waiver of officers any and all defaults existing on October 10, 2000 under that certain Reimbursement Agreement between Sencorp Systems, Inc. ("Sencorp"), Fleet and Domestic Borrower, as guarantor, dated as of July 1, 1998 (as amended, extended, renewed or restated from time to time, the "Reimbursement Agreement"), and (B) an amendment to the Reimbursement Agreement providing for an amendment fee of no more than $100,000 and containing amendments satisfactory to Required Lenders, including without limitation, amendments to the provisions thereof so that (1) the covenants contained therein are no more restrictive on Domestic Borrower, Sencorp or any other appropriate representatives executing this Amendment Subsidiaries of Domestic Borrower than those contained in the Credit Agreement, as amended hereby, (2) the date upon which Fleet may demand cash collateral in the amount of all obligations of Sencorp and Domestic Borrower under the NotesReimbursement Agreement is extended to July 2, certified by 2001, (3) the secretary or assistant secretary fee charged for the aforementioned extension is no more than $20,000, (4) the letter of credit fee thereunder shall be no more than 3.50%, per annum, prior to April 2, 2001, and no more than 4.00%, per annum, at any time thereafter, (5) additional cash collateral will be provided to Fleet in an amount equal to $50,000 per month until the aggregate amount of such additional cash collateral is equal to the Specified Amount, and (6) a $75,000 failure fee in the event that neither (a) a new letter of credit facility, acceptable under the terms of the Company;Bond Documents, is established nor (b) the obligations of Sencorp and Domestic Borrower under the Reimbursement Agreement are completely collateralized with cash, has occurred on or before July 2, 2001; and (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such such other documents, instruments, approvals or opinions certificates and instruments as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein Administrative Agent shall be true on and as of require prior to the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effect.

Conditions of Effectiveness. This Amendment shall become effective when, and only when,The following constitute conditions precedent to the effectiveness of this Amendment: (a) The Noteholder Lender shall have received all written confirmation from the Rating Agencies that this Amendment will not result in the downgrading or withdrawal 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 Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions then current ratings of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified Commercial Paper Notes by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreementany Rating Agency; (b) The Company Each Liquidity Lender and the Credit Enhancer shall have paid in immediately available funds, the nonrefundable amendment fee delivered written consent to this Amendment evidenced by their execution of ANNEX A to the NoteholderThird Amendment to the Liquidity Loan Agreement, dated as of March __, 1997 (the "CONSENT"); (c) The Company shall have paid all costs Execution and expenses (including legal fees) incurred delivery of this Amendment by the NoteholderLender and Alamo; (d) Such other documentsThe Lender and Alamo shall have delivered prior written notice of this Amendment to the Rating Agencies, instrumentsthe Depositary, approvals or opinions as the Noteholder may reasonably requestAgent, the Liquidity Agent and each Dealer; (e) An original Acknowledgement The Lender and Acceptance Letter dated Alamo shall have delivered fully executed copies of this Amendment to the Rating Agencies, the Depositary, the Agent, the Liquidity Agent and each Dealer; (f) The Lender shall have received from Alamo (i) a copy of the resolutions of its Board of Directors, certified as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with by the terms Secretary thereof, authorizing the execution, delivery and performance of this AgreementAmendment and (ii) an incumbency certificate from the Secretary thereof with respect to its officers, agents or other representatives authorized to execute this Amendment; and (fg) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company Lender shall have delivered received an Opinion of Counsel to Alamo to the Noteholder an Officer's Certificate effect that this Amendment has been duly authorized, executed and delivered and is the legal, valid and binding obligation of Alamo, enforceable against it in accordance with its terms, subject to such effectthe exceptions set forth therein.

Conditions of Effectiveness. This Amendment Waiver shall become effective as of the date first above written when, and only when,, the following conditions have been satisfied: (a) The Noteholder the Agent shall have received all counterparts of this Waiver executed by the Company, the other Borrowers, the Majority Lenders, and/or, as to any such Majority Lender, advice satisfactory to the Agent that such Lender has executed this Waiver; (b) the Agent shall have received a certificate of the following documents, each (unless otherwise indicated) being dated Secretary or Assistant Secretary of the date hereofCompany, in form and substance satisfactory to the Noteholder: Agent, which certificate shall (i) executed originals certify as to the incumbency and signature of each the officers of the Company executing this Amendment Waiver (with the President, a Vice President, the Secretary or Assistant Secretary of the Company attesting to the incumbency and signature of the Notes; Secretary or Assistant Secretary providing such certificate), (ii) have attached to it a favorable written opinion with respect to 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 Amendment Waiver, and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary certify that, as of the Effective Datedate of such certificate (which shall not be earlier than the date hereof), approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures none of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company such resolutions shall have paid in immediately available fundsbeen amended, the nonrefundable amendment fee to the Noteholdersupplemented, modified, revoked or rescinded; (c) The Company shall have paid all costs each Guarantor has executed and expenses (including legal fees) incurred by delivered a consent in the Noteholderform of Annex A hereto; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement Agent shall have received satisfactory evidence that Amendment No. 7 and Acceptance Letter Waiver to the Bridge Facility dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with shall have become effective; (e) the Agent shall have received satisfactory evidence that the board of directors of the Company shall have approved the Transactions (as defined in the Commitment Letters) on substantially the terms of this Agreementset forth in the Commitment Letters; and (f) The representations all other fees and warranties contained herein shall be true on expenses of the Agent and as the Lenders (including all reasonable fees and expenses of counsel to the Agent), to the extent invoiced prior to the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectbeen paid.

Conditions of Effectiveness. This Amendment shall become effective when, The effectiveness of this amendment and only when,restatement is subject to satisfaction of the following conditions precedent: (a) The Noteholder shall have received all Administrative Agent’s receipt of the following documentsfollowing, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise indicated) being specified, each properly executed by a Responsible Officer of the Borrower, each dated the Restatement Effective Date (or, in the case of certificates of governmental officials, a recent date hereof, before the Restatement Effective Date) and each in form and substance satisfactory to the NoteholderAdministrative Agent, the Syndication Agent and each of the Lenders: (i) executed originals of each counterparts of this Amendment Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the NotesBorrower; (ii) a favorable written opinion with respect to this Amendment and Note executed by the Notes, addressed to the Noteholder and satisfactory to its counselBorrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the boards Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary each Responsible Officer thereof authorized to act as of the Effective Date, approving and adopting a Responsible Officer in connection with this Amendment Agreement and the Notes, and authorizing the execution and delivery thereofother Loan Documents; (iv) specimen signatures such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in the state of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company;Nevada. (v) a Compliance Certificate favorable opinions of the General Counsel of the Borrower and of O’Melveny & ▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as at May 28, 2000to the matters set forth in Exhibit F and such other matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (vi) a duly executed amendment certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required, other than, in the case of either clause (A) or (B), any such consents, licenses or approvals under applicable Gaming Laws which are not required to be obtained on or prior to the Credit Agreement; andRestatement Effective Date, which consents, licenses or approvals the Borrower will seek in due course after the Restatement Effective Date; (vii) a duly executed Amended certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and Restated Intercreditor Agreement;(b) have been satisfied; (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings and a calculation of the Debt to Capitalization Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Restatement Effective Date; and (viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) The Company Any fees required to be paid on or before the Restatement Effective Date shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder;been paid. (c) The Company Unless waived by the Administrative Agent, the Borrower shall have paid all costs fees, charges and expenses (including legal disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Restatement Effective Date, plus such additional amounts of such fees) , charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Noteholder;closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) Such other documentsThe Restatement Effective Date shall have occurred on or before June 30, instruments, approvals or opinions as 2009. Without limiting the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as generality of the date hereof from General Electric Capital Corporation reflecting its satisfaction provisions of Section 9.04, for purposes of determining compliance with the terms of conditions specified in this Agreement; and (f) The representations and warranties contained herein Section 4.01 , each Lender that has signed this Agreement shall be true on and as of 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 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 January 3, 2000; and the Company Administrative Agent shall have delivered received notice from such Lender prior to the Noteholder an Officer's Certificate to such effectproposed Restatement Effective Date specifying its objection thereto.

Conditions of Effectiveness. This Amendment shall become effective when, and only when, (a) The Noteholder , the Agent shall have received counterparts of this Amendment executed by the Borrowers and all of the Banks, except that Section 1 hereof shall become effective when, and only when, the Agent shall have additionally received all of the following documents, each document (unless otherwise indicated) being dated the date hereofof receipt thereof by the Agent (which date shall be the same for all such documents), in form and substance satisfactory to the NoteholderBanks: (a) Certified copies of (i) executed originals the resolutions of the Board of Directors or Executive Committee of each of Borrower approving this Amendment and the Notes; matters contemplated hereby, (ii) a favorable written opinion all documents evidencing the other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the Notesmatters contemplated hereby, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions all waivers and amendments with respect to the Junior Debt concerning the matters covered by this Amendment, which shall include an amendment to the Junior Debt documents extending the maturity date thereof to January 15, 1999. (b) A certificate of the boards Secretary or an Assistant Secretary of directors or other appropriate governing body (or each Borrower certifying the names and true signatures of the appropriate committee thereof) officers of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting such Borrower authorized to sign this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment documents to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder;be delivered hereunder. (c) The Company shall A favorable opinion of Brob▇▇▇, ▇▇le▇▇▇ & ▇arr▇▇▇▇ ▇▇▇, counsel for the Borrowers, to the effect that this Amendment and each and every other document delivered by any of the Borrowers have paid all costs been duly authorized, executed and expenses (including legal fees) incurred delivered by such Borrowers, and constitute the Noteholder;legal, valid and binding obligations of such Borrowers, enforceable against such Borrowers in accordance with their respective terms, and as to such other matters as the Agent may reasonably require. (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request;A certificate signed by a duly authorized officer of each Borrower stating that: (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (fi) The representations and warranties contained herein shall be true in Section 4 hereof are correct on and as of the date hereofof such certificate as though made on and as of such date, there shall exist on and (ii) After giving effect to the date hereofterms of the Amendment, no event has occurred and is continuing which constitutes a Default or an 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effect.

Conditions of Effectiveness. This Amendment The amendment and restatement of the Original FMO Loan Agreement set forth in this Agreement shall become effective whenonly upon the fulfillment of the following conditions (and prior to the fulfillment thereof, the Original FMO Loan Agreement as in existence prior to the amendment and only when,restatement contemplated hereby shall remain in full force and effect): (a) The Noteholder shall the following agreements, each in form and substance satisfactory to FMO, have received been entered into by all parties to them and have become (or, as the case may be, remain) unconditional and fully effective in accordance with their respective terms (except for this Agreement or any one of such documents having become unconditional Amended and Restated FMO Loan Agreement and fully effective, if that is a condition of any of such documents, it being the intention of the parties that all of such documents shall become effective simultaneously), and FMO has received a copy of each of those agreements to which it is not a party: (i) the following documents, each Financial Support Agreement; (unless otherwise indicatedii) being dated the date hereofIFC Loan Agreement; and (iii) the Sponsor Guarantee Agreement; (b) FMO has received from the Borrower a prepayment of the FMO Loan in the amount of one hundred forty-six thousand one hundred nine and 9/100th Dollars ($146,109.09); (c) FMO has received a legal opinion from the Borrower's counsel in Mexico, in form and substance satisfactory to the Noteholder: FMO, with regard to Mexican tax law as it relates to (i) executed originals of each of this Amendment the Merger and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholderrailroad diesel tax credit; (d) Such FMO has received a legal opinion from its special counsel in New York, New York, in form and substance satisfactory to FMO, with regard to the New York law aspects of this Agreement and the other documentsTransaction Documents referred to in subsection (a) above; (e) FMO has received a legal opinion from the Borrower's counsel in Mexico, instrumentsin form and substance satisfactory to FMO, approvals or opinions with regard to the due organization, power and authority of the Borrower and the Project Company to enter into this Agreement and the other Transaction Documents referred to in subsection (a) above to which it is a party and covering such other matters relating to the transactions contemplated hereby and thereby as the Noteholder FMO may reasonably request; (ef) An original Acknowledgement FMO has received a legal opinion from the Sponsor's general counsel, in form and Acceptance Letter dated substance satisfactory to FMO, with regard to the Sponsor's due organization, power and authority to enter into the Financial Support Agreement and the Sponsor Guarantee Agreement and covering such other matters relating to the transactions contemplated hereby and thereby as FMO may reasonably request; (g) FMO has received the reimbursement of all invoiced fees and expenses of FMO's counsel incurred in connection with the execution of this Agreement and the transactions contemplated hereby (as provided in Section 3.15(b)(i)(G)(Expenses)), or confirmation that those fees and expenses have been paid directly to that counsel; (h) each Existing Deficiency Loan Agreement has been amended to provide for repayment of the relevant deficiency loan on the later of (i) the repayment in full of both the FMO Loan and the IFC Loan and (ii) (in equal installments) on March 15, 2013 and September 15, 2013; Amended and Restated FMO Loan Agreement (i) the Borrower and the Project Company have certified to FMO, in the form of Schedule 2, that the representations and warranties made in Article IV hereof are true and correct in all material respects as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with upon which all of the terms of this Agreementforegoing conditions have been satisfied; and (fj) The representations and warranties contained herein shall FMO has received any fees under Section 3.08(b)(iv) (Fees) required to be true on and as paid in connection with the execution of the 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 January 3, 2000; this Agreement and the Company shall have delivered to the Noteholder an Officer's Certificate to such effecttransactions contemplated hereby.

Conditions of Effectiveness. This Amendment 4.1 The agreement of the Parties referred to in clause 2 shall become effective when, and only when,be subject to each of the following conditions being satisfied to the reasonable satisfaction of the Facility Agent: (a) The Noteholder the Facility Agent shall have received all of from the following documents, each (unless otherwise indicated) being dated the date hereof, in form and substance satisfactory to the NoteholderNew Borrower: (i) executed originals a certificate of each its Secretary or Assistant Secretary as to the incumbency and signatures of this Amendment and the Notes; (ii) a favorable written opinion those of its officers authorised to act with respect to this Amendment and the Notes, addressed as to the Noteholder truth and satisfactory to its counsel; (iii) completeness of the attached resolutions of its Board of Directors then in full force and effect authorising the boards execution, delivery and performance of directors or other appropriate governing body (or this Amendment, and upon which certificate the Lenders may conclusively rely until the Facility Agent shall have received a further certificate of the appropriate committee thereof) Secretary or Assistant Secretary of the Company certified by its secretary New Borrower cancelling or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreementamending such prior certificate; and (viiii) a duly executed Amended and Restated Intercreditor AgreementCertificate of Good Standing issued by the relevant Liberian authorities in respect of the New Borrower; (b) The Company the Facility Agent shall have paid in immediately available fundsreceived from the Existing Borrower: (i) a certificate from an authorised officer of the Existing Borrower, the nonrefundable amendment fee confirming that there have been no changes or amendments to its constitutional documents, certified copies of which were previously delivered to the NoteholderFacility Agent pursuant to the Facility Agreement, or attaching revised versions in case of any changes or amendments; and (ii) a copy, certified by an authorised officer of the Existing ▇▇▇▇▇▇▇▇, of (A) resolutions of its board of directors approving the transactions contemplated by this Amendment and authorising a person or persons to execute this Amendment and any notices or other documents to be given pursuant hereto and (B) any power of attorney issued pursuant to such resolutions (which shall be certified as being in full force and effect and not revoked or withdrawn); (c) The Company the Facility Agent shall have paid received evidence that all costs invoiced expenses of the Facility Agent (including the agreed fees and expenses (including legal feesof counsel to the Facility Agent) incurred required to be paid by the NoteholderNew Borrower pursuant to clause 7 below, and all other documented fees and expenses that the New Borrower has otherwise agreed in writing to pay to the Facility Agent, have been paid or will be paid promptly upon being demanded; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably requestECA Agent and the Facility Agent shall have received evidence satisfactory to them (each acting on the instructions of the Lenders) that BpiFAE has approved the arrangements referred to in this Amendment (and the Facility Agent shall notify the New Borrower in writing promptly following receipt of such approval from BpiFAE); (e) An original Acknowledgement the Facility Agent shall have received opinions, addressed to the Facility Agent (and Acceptance Letter dated capable of being relied upon by each Lender) from: (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the New Borrower, as to matters of Liberian law (and being issued in substantially the same form as the corresponding Liberian legal opinion issued in respect of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Previous Amendment Agreement); and (ii) ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Facility Agent as to matters of English law (and being issued in substantially the same form as the corresponding English legal opinion issued in respect of the Previous Amendment Agreement); (f) The the representations and warranties contained herein set out in clause 5 are true and correct in all material respects (except for such representations and warranties that are qualified by materiality or non-existence of a Material Adverse Effect (which shall be true on and accurate in all respects)) as of the date hereof, there shall exist on the date hereof, Amendment Effective Date; (g) no Event of Default shall have occurred and be continuing or Defaultwould result from the amendment of the Novation Agreement pursuant to clause 2; (h) evidence satisfactory to the Facility Agent that the New Borrower has prepaid the full amount of each “deferred tranche” made available to the New Borrower under its BpiFAE-backed ECA Financings, together with payment of all interest, break costs and other amounts due and payable by the New Borrower under each such BpiFAE-backed ECA Financing in connection with such prepayment; (i) the Existing Borrower and the New Borrower shall, as required pursuant to clause 6, have each provided a letter to the Facility Agent which confirms that the relevant process agent has accepted its appointment as process agent in respect of this Amendment; (j) the Facility Agent shall have received from the Existing Borrower and the New Borrower such documentation and information as any Finance Party may reasonably request through the Facility Agent to comply with "know your customer" or similar identification procedures under all laws and regulations applicable to that Finance Party; there and (k) the Facility Agent shall exist no material adverse change have received evidence that, as required pursuant to clause 9.6(c) of the Receivable Purchase Agreement, the Seller has consented to the amendments to the Novation Agreement to be made pursuant to clause 2. 4.2 The Facility Agent shall notify the Lenders, the Existing Borrower and the New Borrower of the Amendment Effective Date by way of a confirmation in the financial condition, business operation or prospects of the Company or its Subsidiaries since January 3, 2000; form set out in Schedule 2 and the Company such confirmation shall have delivered to the Noteholder an Officer's Certificate to such effectbe conclusive and binding.

Conditions of Effectiveness. This Amendment Agreement and the commitment of each Consenting Lender and New Lender, as applicable, to replace each Non-Consenting Lender pursuant to Sections 3.06(b) and 10.13 of the Existing Revolving Credit Agreement and Section 2 of this Amendment Agreement shall become effective when, and only when, (a) The Noteholder shall have received all of upon receipt by the following documents, each (unless otherwise indicated) being dated the date hereof, in form and substance satisfactory to the NoteholderAdministrative Agent of: (i) executed originals counterparts of this Amendment Agreement by a Responsible Officer of each of this Amendment the Borrower, Actavis, and Ultimate Parent and a duly authorized officer of (w) the NotesAdministrative Agent, (x) each Consenting Lender, (y) each of the New Lenders and (z) the L/C Issuer; (ii) a favorable written opinion with respect to this Amendment certificate signed by a Responsible Officer of Ultimate Parent certifying that, on and as of the Notesdate hereof, addressed to (A) the Noteholder representations and satisfactory to its counselwarranties contained in Article V of the Second Amended ACT Revolving Credit Agreement shall be true and correct and (B) no Default has occurred and is continuing; (iii) resolutions a certificate signed by a Responsible Officer of the boards of directors or other appropriate governing body Borrower (or of A) certifying and attaching the appropriate committee thereof) of resolutions adopted by the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and Borrower authorizing the execution and delivery thereofof this Amendment Agreement and the performance of the Second Amended ACT Revolving Credit Agreement, (B) certifying as to the incumbency and specimen signature of each Responsible Officer executing this Amendment Agreement, (C) attaching a good standing certificate (or the local equivalent) and a certificate of incorporation evidencing that the Borrower is validly existing and in good standing (or the local equivalent) in its jurisdiction of organization and (D) certifying and attaching a true and complete copy of the Organization Documents of the Borrower; (iv) specimen signatures a Subsidiary Guarantor Counterpart (as defined in the Second Amended ACT Revolving Credit Agreement), executed by a Responsible Officer of officers or other appropriate representatives executing this Amendment and Actavis Funding SCS, a limited partnership (société en commandite simple) organized under the Notes, certified by the secretary or assistant secretary laws of the CompanyGrand Duchy of Luxembourg having its registered office at ▇▇▇, ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇, L-1855 Luxembourg, registered with the Luxembourg Registrar of Commerce and Companies under number B 187.310 with a share capital of $20,000 (“Actavis SCS”); (v) a Compliance Certificate certificate signed by a Responsible Officer of Actavis SCS (A) certifying and attaching the resolutions adopted by Actavis SCS authorizing the execution, delivery and performance of the Loan Documents to which it is or is to be a party pursuant to the Second Amended ACT Revolving Credit Agreement, (B) certifying as at May 28to the incumbency and specimen signature of each Responsible Officer executing the Loan Documents to which it is or is to be a party, 2000(C) attaching a good standing certificate (or the local equivalent) and a certificate of incorporation (or the local equivalent) evidencing that Actavis SCS is validly existing and in good standing (or the local equivalent) in its jurisdiction of organization and (D) certifying and attaching a true and complete copy of the Organization Documents of Actavis SCS; (vi) a duly an executed amendment legal opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, special New York counsel for the Borrower, addressed to the Administrative Agent and each Lender under the Second Amended ACT Revolving Credit Agreement and dated the date hereof, substantially in the form attached as Exhibit J-1 to the Second Amended ACT Revolving Credit Agreement and (B) Loyens & Loeff Luxembourg S.à ▇.▇., special Luxembourg counsel for the Borrower and Actavis SCS, addressed to the Administrative Agent and each Lender under the Second Amended ACT Revolving Credit Agreement and dated the date hereof, substantially in the form attached as Exhibit J-3 to the Second Amended ACT Revolving Credit Agreement; and (vii) confirmation that all fees due and payable pursuant to the Second Amended ACT Revolving Credit Agreement have been paid. Upon such effectiveness, (i) this Amendment Agreement shall be a duly executed Amended binding agreement between the parties hereto and Restated Intercreditor their permitted assigns under the Existing Revolving Credit Agreement; , and (bii) each party hereto agrees that their commitments and consents to this Amendment Agreement, once delivered, are irrevocable and may not be withdrawn. The Company Administrative Agent shall have paid in immediately available fundspromptly notify Ultimate Parent, the nonrefundable amendment fee to Lenders and the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as L/C Issuer of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations Amendment Effective Date in writing, and warranties contained herein such notice shall be true on conclusive and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectbinding.

Conditions of Effectiveness. This Section 2 of this Amendment shall become effective when, and only when,on the date (the "Amendment Date") on which each of the following conditions shall have been fulfilled: (ai) The Noteholder each Lender, TXU, Holdings (together with TXU, the "Remaining Borrowers" and each individually a "Remaining Borrower") and TXU Gas shall have executed and delivered to the Administrative Agent a counterpart of this Amendment; (ii) the Administrative Agent shall have received all of the following documentsfollowing, each (unless otherwise indicated) being dated the date hereofAmendment Date, in form and substance satisfactory to the NoteholderAdministrative Agent and in sufficient copies for each Lender: (iA) executed originals a certificate of the Secretary or an Assistant Secretary of each Remaining Borrower certifying: (1) a true and complete copy of this the Bylaws of such Remaining Borrower as in effect on the Amendment Date and at all times since the Notesadoption of the resolutions referred to in (2); (ii2) a favorable written opinion with respect to this Amendment true and complete copies of the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards Board of directors or other appropriate governing body (or Directors of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and each Remaining Borrower authorizing the execution and delivery thereofby such Remaining Borrower of this Amendment, the Borrowings to be made by such Remaining Borrower under the 364 Day Facility as amended hereby and the performance by such Remaining Borrower of its obligations under the 364 Day Facility as amended hereby, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; (iv3) specimen signatures that the certificate of officers or other appropriate representatives executing this Amendment and incorporation has not been amended since the Notes, certified by the secretary or assistant secretary date of the Company; last amendment thereto shown on the certificate of good standing furnished pursuant to (vD) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreementbelow; and (vii4) the names, true signatures and incumbency of the officers of such Remaining Borrower authorized to sign this Amendment and all other documents delivered in connection herewith on behalf of such Remaining Borrower. (B) a duly executed Amended certificate of an officer of each Remaining Borrower (other than the Secretary or Assistant Secretary who furnished the certificate pursuant to (A) above), certifying as to the incumbency and Restated Intercreditor Agreementspecimen signature of such Secretary or Assistant Secretary; (bC) The Company shall a certificate of a Responsible Officer of each Remaining Borrower certifying that (i) no action, consent or approval of, registrations or filings with, or other action by, any Governmental Authority is or will be required in connection with the execution, delivery and performance by such Remaining Borrower of this Amendment or the 364 Day Facility as amended hereby, except those as have paid been duly obtained and as are (A) in immediately available fundsfull force and effect, the nonrefundable amendment fee (B) sufficient for their purpose and (C) not subject to any pending or, to the Noteholder; knowledge of such person, threatened appeal or other proceeding seeking reconsideration or review thereof, (cii) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be of each Remaining Borrower set forth in Article III of the 364 Day Facility, as amended hereby, are true and correct on and as of the Amendment Date as though made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date; and (iii) no event has occurred and is continuing that constitutes a Default or an Event of Default; (D) copies of (i) the certificate of incorporation, including all amendments thereto, of each Remaining Borrower, certified as of a recent date hereofby the Secretary of State of the State of Texas, there and (ii) a certificate as to the good standing of each Remaining Borrower as of a recent date from such Secretary of State; (E) favorable opinions of (i) (A) ▇▇▇▇▇▇ ▇▇▇▇ & Priest LLP, special New York counsel to the Remaining Borrowers, and (B) Hunton & ▇▇▇▇▇▇▇▇, general counsel to the Remaining Borrowers, and (ii) King & Spalding, special New York counsel to the Administrative Agent, in each case addressed to the Administrative Agent, the CAF Agent and the Lenders; and (F) such other approvals, opinions and documents as the Agents or any Lender may reasonably request; and (iii) At all times during the period from January 1, 2002 to (and including) the Amendment Date, no Loans shall exist have been outstanding to TXU Gas. (iv) The Administrative Agent shall have received for the account of each Lender that has become a party to this Amendment and, if such Lender is a party to the Facility B Credit Agreement, the Amendment, dated February 22, 2002, to the Facility B Credit Agreement, an Amendment fee equal to .025% of the Commitment of such Lender 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectAmendment Date.

Conditions of Effectiveness. This Amendment shall become effective whenin the order and in the manner herein described, and only when,as of the first date upon which each of the conditions precedent set forth below in this Section 5 shall be satisfied or waived in accordance with Section 9.08 of the Unamended Credit Agreement (such date, the “Amendment Effective Date”): (a) The Noteholder representations and warranties set forth in the Amended Credit Agreement and the other Loan Documents shall be true and correct in all material respects as of the Amendment Effective Date, with the same effect as though made on and as of such date; provided 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); provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) Both on and as of the date hereof and on and as of the Amendment Effective Date, both before and after giving effect to this Amendment, no event has occurred and is continuing that constitutes a Default or an Event of Default under the Unamended Credit Agreement, the Amended Credit Agreement and the other Loan Documents (c) The execution, delivery of, and the performance of this Amendment by Holdings, the Company and the other Borrowers is permitted under the terms of all Material Indebtedness. (d) The Administrative Agent (or its counsel) shall have received all from Holdings, the Company, the other Borrowers and each Subsidiary Loan Party, the Administrative Agent, and the Lenders party hereto either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Agreement. (e) The Administrative Agent shall have received, on behalf of itself and the Lenders and each Issuing Bank on the Amendment Effective Date, a favorable written opinion of (i) ▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Loan Parties, (ii) ▇▇▇▇▇ ▇▇▇▇▇▇, in-house counsel for the Loan Parties, (iii) VanCott, Bagley, Cornwall & ▇▇▇▇▇▇▇▇, Utah counsel for certain of the following documentsLoan Parties, (iv) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, Delaware counsel for certain of the Loan Parties, (v) Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, Minnesota counsel for certain of the Loan Parties, (vi) ▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, New Jersey counsel for certain of the Loan Parties, (vii) ▇▇▇▇▇▇▇ & ▇▇▇▇, Wisconsin counsel for certain of the Loan Parties, and (viii) ▇▇▇▇▇▇▇ LLP, Maryland counsel for certain of the Loan Parties, in each case (unless otherwise indicatedA) being dated the date hereofAmendment Effective Date, (B) addressed to each Issuing Bank on the Amendment Effective Date, the Administrative Agent and the Lenders, and (C) in form and substance reasonably satisfactory to the NoteholderAdministrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (f) Except as provided in Section 6(b) hereof, the Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) executed originals only if such document or item has not previously been delivered, or shall have changed since the latter of (x) its last date of its previous delivery to the Administrative Agent pursuant to the Unamended Credit Agreement, and (y) the Original Agreement Date, a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, as applicable, including all amendments thereto, of each Loan Party, (A) in the case of this a corporation, certified as of a recent date of the Amendment Effective Date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the Notesgood standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date of the Amendment Effective Date (and if available, accompanied by a “bring down” dated as of the Amendment Effective Date) from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (ii) a favorable written opinion with respect to this certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Amendment Effective Date and certifying: (A) (1) that attached thereto is a true and complete copy of the Notesbylaws (or partnership agreement, addressed limited liability company agreement, operating agreement or other equivalent governing documents) of such Loan Party as in effect on the Amendment Effective Date and at all times since the date of the resolutions described in clause (B) below, or (2) that the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party, as in effect on the Amendment Effective Date, have not been modified, rescinded or amended since the latter of (x) its last date of delivery to the Noteholder Administrative Agent pursuant to the Unamended Credit Agreement and satisfactory (y) the Original Agreement Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to its counselwhich such person is a party and, in the case of the Borrowers, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment Effective Date, (C) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed or delivered pursuant to clause (i) above, (D) 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, and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iii) resolutions a certificate of a director or another officer as to the incumbency and specimen signature of the boards of directors Secretary or other appropriate governing body Assistant Secretary or similar officer executing the certificate pursuant to clause (or of the appropriate committee thereofii) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof;above; and (iv) specimen signatures of officers or such other appropriate representatives executing this documents as the Administrative Agent, the Lenders and any Issuing Bank on the Amendment Effective Date may reasonably request (including without limitation, tax identification numbers, addresses and any information requested pursuant to “know your customer” requirements). (g) the Notes, certified by the secretary or assistant secretary Administrative Agent shall have received from a Financial Officer of the Company;, an officer’s certificate to the effect that the execution, delivery and performance of this Amendment, the Amended Credit Agreement and the other Loan Documents by the Loan Parties will not conflict with, result in a breach of or constitute a default under, or give rise to a right of, or result in, any cancellation or acceleration under, any indenture, credit or loan agreement or other documents or instruments to which any Loan Party is party with respect to any Material Indebtedness. (vh) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment The Agents shall have received all fees payable thereto or to any Lender on or prior to the Credit Agreement; Amendment Effective Date and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid extent invoiced at least 2 Business Days prior to the Amendment Effective Date, all costs other amounts due and payable pursuant to the Loan Documents on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including legal reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and local counsel) incurred required to be reimbursed or paid by the Noteholder;Loan Parties hereunder or under any Loan Document. (di) Such other documentsThe Administrative Agent shall have received (A) a standard flood hazard determination form ordered by the Collateral Agent evidencing whether each such Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) and whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, instruments(B) for each Flood Hazard Property, approvals or opinions the applicable Loan Party’s written acknowledgment of receipt of written notification from the Collateral Agent as to the Noteholder may reasonably request; fact that such Mortgaged Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program, and (eC) An original Acknowledgement and Acceptance Letter dated as for each Flood Hazard Property, copies of the date hereof from General Electric Capital Corporation reflecting its satisfaction applicable Loan Party’s flood insurance in an amount and otherwise sufficient to comply with all rules and regulations promulgated pursuant to the Flood Insurance Laws and otherwise in form and substance reasonably acceptable to the Lenders (such acceptability being conclusively evidenced by the execution of this Amendment by each Lender). For purposes of determining compliance with the terms of this Agreement; and (f) The representations and warranties contained herein conditions specified above, each Lender shall be true on and as 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 the Lenders unless an officer of the date hereof, there Administrative Agent responsible for the transactions contemplated by the Loan Documents shall exist on have received notice from such Lender prior to the date hereof, no Event of Default or Default; there Amendment Effective Date specifying its objection thereto and such Lender shall exist no material adverse change in not have made available to the financial condition, business operation or prospects Administrative Agent such Lender’s ratable portion of the Company or its Subsidiaries since January 3initial Borrowing, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectif any.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written when, and only when, (a) The Noteholder shall have received all , each of the following documents, each (unless otherwise indicated) being dated the date hereof, in form and substance satisfactory to the Noteholderconditions have been satisfied: (i) executed originals of each The Agent shall have received counterparts of this Amendment executed by the Borrower and all of the NotesLenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment; (ii) The Agent shall have received a favorable written opinion Security Agreement in the form of Exhibit A hereto (the “Security Agreement”), duly executed by the Borrower and dated as of the date hereof; and (iii) The Agent shall have received for the ratable account of each Lender, a closing fee of 0.10% of the aggregate Commitments (and upon receipt of such fee from the Borrower, the Agent will distribute the ratable portion of such fee to each Lender no later than the close of business on the second business day after receipt thereof by the Agent). (iv) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and the Security Agreement and the matters contemplated hereby and thereby, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the Notes, addressed to Security Agreement and the Noteholder matters contemplated hereby and satisfactory to its counsel;thereby. (iiiv) resolutions A certificate of the boards of directors Secretary or other appropriate governing body (or an Assistant Secretary of the appropriate committee thereof) Borrower certifying the names and true signatures of the Company certified by its secretary or assistant secretary as officers of the Effective Date, approving and adopting Borrower authorized to sign this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment Security Agreement and the Notes, certified by other documents to be delivered hereunder and thereunder. This Amendment is subject to the secretary or assistant secretary provisions of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to Section 8.01 of the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effect.

Conditions of Effectiveness. This Amendment shall become effective when, upon satisfaction of the following conditions precedent: Laurus and only when, Valens shall have received (a) The Noteholder shall have received all a copy of this Amendment duly executed by the Company, (b) an executed copy of the following Amended and Restated Secured Term Note made by the Company in favor of Valens in the original principal amount of $1,764,684 amended and restated as of the date hereof and effective as of June 19, 2007, (c) an executed copy of the Amended and Restated Secured Term Note made by the Company in favor of Laurus in the original principal amount of $1,163,497 amended and restated as of the date hereof and effective as of June 19, 2007, (d) an executed Reaffirmation and Ratification Agreement dated as of the date hereof among the Company, StockerYale Canada, Inc. (“S-Canada”), Lasiris Holdings, Inc. (“Lasiris” together with the Company and S-Canada, each a “Grantor” and collectively, the “Grantors”), Laurus, Valens and PSource Structured Debt Limited, (e) an executed copy of the Registration Rights Agreement dated as of the date hereof by and between the Company and Valens, (f) an executed instruction letter dated on or before the date hereof by the Company to its stock transfer agent in connection with the Amendment Closing Shares, (g) executed copies of the Guaranties dated as of the date hereof made by S-Canada in favor of each of Valens and Laurus, (h) executed copies of the General Hypothecations of Movables dated as of the date hereof made by S-Canada in favor of each of Valens and Laurus, (i) payment of the Amendment Fees and (j) all such other certificates, instruments, documents, agreements and opinions of counsel as may be required by Laurus, Valens or their counsel, each (unless otherwise indicated) being dated the date hereof, of which shall be in form and substance satisfactory to the Noteholder: (i) executed originals of each of this Amendment Laurus, Valens and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its their counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effect.

Conditions of Effectiveness. This Amendment Agreement shall become effective as of May 25, 2001, when, and only when, , before 3:00 p.m. May 25, 2001, (ax) The Noteholder the Existing Credit Agreements shall have been terminated and all indebtedness and other monetary obligations thereunder shall have been repaid in full by the borrowers thereunder and (y) the Administrative Agent shall have received (i) counterparts of this Agreement executed by the Borrowers, the Administrative Agent and each Lender, (ii) counterparts of the Guarantee executed by the Guarantor and the Administrative Agent and (iii) all of the following documents, each document (unless otherwise indicated) being dated the date hereofof receipt thereof by the Administrative Agent (which date shall be the same for all such documents except as otherwise approved by the Administrative Agent), in form and substance satisfactory to the NoteholderAdministrative Agent: (ia) executed originals Certified copies of the resolutions of the Board of Directors of each Borrower approving or authorizing approval of the execution, delivery and performance of this Amendment Agreement and the Notes; (ii) a favorable written opinion of all documents evidencing other necessary corporate action and governmental and regulatory approvals, if any, with respect to this Amendment Agreement. (b) 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 Agreement and the Notes, addressed other documents to the Noteholder and satisfactory to its counsel;be delivered hereunder. (iiic) resolutions a certificate or certificates of an appropriate officer of the boards jurisdiction of directors or other appropriate governing body (or organization of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary each Borrower, dated as of a date reasonably near the Effective Date, approving attaching the certificate of incorporation or other constitutive documents of such Borrower and adopting this Amendment each amendment thereto on file in his office and certifying that (i) such certificate of incorporation or other constitutive documents are true and complete copies thereof, (ii) such amendments (if any) are the Notesonly amendments to such certificate of incorporation or other constitutive documents on file in his office, (iii) such Borrower has paid all franchise taxes to the date of such certificate and authorizing the execution and delivery thereof; (iv) specimen signatures such Borrower is duly incorporated and in good standing under the laws of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreementsuch jurisdiction; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such A favorable opinion of each of Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq., General Counsel of the Borrowers, and ▇▇▇▇▇▇▇▇ Kraft & ▇▇▇▇, counsel for the Guarantor, substantially in the form of Exhibit ▇-▇, ▇-▇, and D-3, respectively, and as to such other documents, instruments, approvals or opinions matters as any Lender and any Swing Line Bank through the Noteholder Administrative Agent may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effect.

Conditions of Effectiveness. This First Amendment shall become be effective whenas of the date first above written, and only when,subject to the following: (a) The Noteholder the Administrative Lender shall have received all counterparts of this First Amendment executed by each Lender; (b) the following documents, Administrative Lender shall have received counterparts of this First Amendment executed by the Borrower; (c) the Administrative Lender shall have received the Subsidiary Guaranty duly executed by each Guarantor; (unless otherwise indicatedd) being dated the date hereofAdministrative Lender shall have received a subordination agreement, in form and substance satisfactory to the Noteholder: Administrative Lender (i) executed originals of each of this Amendment and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes"Subordination Agreement"), addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably requesteach Guarantor; (e) An original Acknowledgement the Administrative Lender shall have received an officer's certificate for each Guarantor, including a certificate of incumbency with respect to each officer of such Guarantor signing the Subsidiary Guaranty and Acceptance Letter dated as the Subordination Agreement, and including (i) a copy of the date hereof from General Electric Capital Corporation reflecting certificate of incorporation or limited partnership of such Guarantor, as appropriate, certified to be true, complete and correct by the secretary of state of organization, (ii) a copy of the by-laws or partnership agreement of each Guarantor, as appropriate, certified to be true, complete and correct, (iii) a copy of the resolutions of such Guarantor authorizing the execution, delivery and performance of the Subsidiary Guaranty and the Subordination Agreement; and (iv) a copy of the certificates of existence and good standing of such Guarantor for its satisfaction with the terms state of this Agreementorganization and each state in which it is qualified to do business; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company Administrative Lender shall have delivered received, in form and substance satisfactory to the Noteholder an Officer's Certificate to Administrative Lender and its counsel, such effectother documents, certificates and instruments as the Administrative Lender shall require.

Conditions of Effectiveness. This Amendment Waiver and Eighth Amendatory Agreement shall be operative as of the date hereof but shall become effective when, and only when, (a) The Noteholder , the Agent shall have received (x) full and final payment of a $550,000 fee (which shall be in substitution for, and in full satisfaction of, payment of the $400,000 fee referenced in Section 2.06(c) of the Credit Agreement); (y) counterparts of this Waiver and Eighth Amendatory Agreement executed by the Borrower and the Lenders or, as to any of said Lenders, advice satisfactory to the Agent that such Lender has executed this Waiver and Eighth Amendatory Agreement and (z) all of the following documents, each document (unless otherwise indicated) being dated the date hereof, in form and substance satisfactory to the NoteholderAgent: (a) a certificate of the Secretary or an Assistant Secretary of the Borrower and the Guarantor certifying the names and true signatures of their respective officers authorized to sign this Waiver and Eighth Amendatory Agreement, and the other documents to be delivered hereunder; (b) a certificate signed by a duly authorized officer of the Borrower stating that: (i) executed originals of each of this Amendment and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be of the Borrower as set forth in Article IV of the Credit Agreement and in any documents delivered therewith, including the Loan Documents, are true and correct on and as of the date hereof, there shall exist of such certificate as though made on and as of such date (except insofar as such representations and warranties relate expressly to an earlier date or are based on the accuracy of schedules prepared as of a prior date), (ii) the representations and warranties contained in Section 4 hereof are correct on and as of the date hereofof such certificate as though made on and as of such date, and (iii) after giving effect to this Waiver and Eighth Amendatory Agreement, no Default or Event of Default or Default; there shall exist no material adverse change in has occurred and is continuing; (c) certified copies of (i) the financial condition, business operation or prospects resolutions of the Company or its Subsidiaries since January 3Board of Directors of the Borrower and of the Guarantor approving this Waiver and Eighth Amendatory Agreement and (ii) all documents evidencing other necessary corporate action and governmental approvals, 2000; if any, with respect to this Waiver and Eighth Amendatory Agreement and the Company shall have delivered matters contemplated hereby; (d) a favorable opinion of Kaufman & Canoles, cou▇▇▇▇ ▇▇r t▇▇ ▇▇▇▇ower and the Guarantor, in a form reasonably acceptable to the Noteholder Agent and Lenders; and (e) an Officer's Certificate amendment to the existing deeds of trust in favor of the Agent, together with endorsements to the title insurance policies in force with respect to such effectdeeds of trust.

Conditions of Effectiveness. This The effectiveness of this Amendment shall become effective when, and only when,(the “Amendment No. 1 Effective Date”) is subject to the following conditions precedent: (a) The Noteholder Administrative Agent 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 counterparts of this Amendment duly executed by the Borrower, the Required Lenders (including each existing Lender (if any) whose Commitment is increasing pursuant to the terms of this Amendment) and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement;Administrative Agent. (b) The Company Administrative Agent shall have paid received a favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Amendment No. 1 Effective Date) of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., special financing counsel for the Borrower and (ii) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special securities counsel for the Borrower, in immediately available fundseach case in form and substance reasonably satisfactory to the Administrative Agent and its counsel and covering such matters relating to the Borrower, the nonrefundable amendment fee Loan Documents, this Amendment or the Transactions as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsels to the Noteholder;deliver such opinions. (c) The Company Administrative Agent shall have paid all costs and expenses received (including legal feesi) incurred a certificate signed by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as a Financial Officer of the date hereof from General Electric Capital Corporation reflecting its satisfaction Borrower certifying that, after giving effect to this Amendment, (A) the Borrower is in compliance (on a pro forma basis assuming the increased Commitments have been fully drawn as Revolving Loans) with the terms covenants contained in Section 6.05 of the Credit Agreement for the fiscal year ended ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇) the representations and warranties of the Borrower set forth in the Credit Agreement (as amended by this Agreement; and Amendment) (f) The other than the representations and warranties contained herein in Section 3.04(b) and Section 3.06(a)) are true and correct in all material respects (except that any representation and warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the date hereofof such certificate; except, there in each case, to the extent such representation and warranty specifically refers to an earlier date, in which case it shall exist on the date hereofbe true and correct in all material respects (except that any representation and warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date, and (C) no Default or Event of Default has occurred and is continuing, and (ii) such other documents and certificates as the Administrative Agent or Default; there its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall exist no material adverse change have received (i) for the account of each Lender participating in the financial conditionincrease to the Commitments pursuant hereto that delivers its executed signature page to this Amendment by no later than the date and time specified by the Administrative Agent, business operation or prospects an upfront fee in an amount equal to the applicable amount previously disclosed to the Lenders and (ii) payment of the Company or Administrative Agent’s and its Subsidiaries since January 3, 2000; affiliates’ fees and reasonable out-of-pocket expenses (including reasonable out-of-pocket fees and expenses of counsel for the Administrative Agent) in connection with this Amendment and the Company other Loan Documents. (e) The Administrative Agent shall have delivered to made such reallocations of each Lender’s Applicable Percentage of the Noteholder an Officer's Certificate Revolving Credit Exposure under the Credit Agreement as are necessary in order that the Revolving Credit Exposure with respect to such effectLender reflects such Lender’s Applicable Percentage of the Revolving Credit Exposure under the Credit Agreement as amended hereby. The Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loans and the reallocation described in this clause (e), in each case on the terms and in the manner set forth in Section 2.16 of the Credit Agreement.

Conditions of Effectiveness. This The amendments to the Credit Agreement set forth in Section 2 of this Amendment shall become be effective whenon the Amendment Effective Date, and only when,provided that the Administrative Agent shall have received the following: (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 a counterpart of this Amendment and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions executed by each of the boards of directors or other appropriate governing body parties hereto (or of the appropriate committee thereof) of the Company certified which may be by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreementtelecopy transmission); (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholderextent requested by any Lender, a Note in a maximum principal amount equal to such Lender’s Commitment; (c) The Company shall have paid all costs such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of each Loan Party as the Administrative Agent may reasonably require to establish the identities of and expenses (including legal fees) incurred by verify the Noteholderauthority and capacity of each officer thereof authorized to act in connection with this Amendment; (d) Such other documentscopies of any amendments to the Organization Documents of Loan Parties made since the Closing Date, instrumentscertified by an appropriate officer of the Loan Parties, approvals or opinions certificate(s) stating that no such amendments have been made; (e) such evidence as the Noteholder Administrative Agent may reasonably require to verify that each Loan Party and the General Partner is duly organized or formed, validly existing, in good standing in the jurisdiction of its organization; (f) a certificate signed by an a Responsible Officer of the Borrower certifying (A) that the representations and warranties contained in Article V of the Credit Agreement are true and correct in all respects on and as of such date, (B) no Default or Event of Default has occurred and is continuing as of such date, (C) since December 31, 2004 there has occurred no material adverse change in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole, or of any Borrower Affiliate, and (D) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or governmental authority by or against the Borrower or any Borrower Affiliate, or any of their respective properties, that (x) could reasonably be expected to materially and adversely affect the Borrower, any Borrower Affiliate, or any Guarantor, or (y) seeks to affect any transaction contemplated hereby or the ability of the Borrower or any Guarantor to perform its obligations under the Loan Documents; (g) receipt of audited financial statements of the MLP as of December 31, 2004, unaudited financial statements of the MLP as of September 30, 2005, and such other financial information as the Administrative Agent may reasonably request; (eh) An original Acknowledgement opinions from (i) B▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & I▇▇▇▇▇▇▇▇, LLP, counsel to each Loan Party and Acceptance Letter dated as the General Partner, substantially in the form of Exhibit F-1 of the date hereof from Credit Agreement, (ii) B▇▇▇▇ ▇▇▇▇▇, Esq., counsel to each Loan Party and the General Electric Capital Corporation reflecting its satisfaction Partner, substantially in the form of Exhibit F-2 of the Credit Agreement, and (iii) V▇▇▇▇▇ & E▇▇▇▇▇ LLP, special Texas counsel to the Borrower, substantially in the form of Exhibit F-3 of the Credit Agreement; (i) all fees and expenses required to be paid by the Borrower concurrently with the terms of this AgreementAmendment Effective Date; and (fj) The representations such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuers, or the Required Lenders reasonably may require and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effecttimely request.

Conditions of Effectiveness. This Amendment and the amendment of the Credit Agreement as set forth in Section 1 hereof shall become effective when, and only when,as of the first date (such date being referred to as the “Amendment No. 1 Effective Date”) when each of the following conditions shall have been satisfied: (a) The Noteholder Administrative Agent shall have received all of the following documentsthis Amendment, 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 Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to and delivered by (A) the Borrower, (B) Holdings, (C) the other Guarantors, (D) the Letter of Credit Agreement; and Issuer, (viiE) a duly executed Amended the Swingline Lender and Restated Intercreditor Agreement;(F) the Lenders. (b) The Company Administrative Agent (or its counsel) shall have paid received the executed legal opinion, in immediately available fundscustomary form, the nonrefundable amendment fee of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Noteholder;Credit Parties. The Borrower hereby instructs and agrees to instruct the other Credit Parties to have such counsel deliver such legal opinions. (c) The Company Administrative Agent (or its counsel) shall have paid all costs received a certificate of (x) each of Holdings, the Borrower and expenses the other Guarantors, dated the Amendment No. 1 Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings, the Borrower and each other Guarantor, as applicable, and attaching the documents referred to in clause (including legal feesd) incurred by and (y) an Authorized Officer of the Noteholder;Borrower certifying compliance with Section 3 hereof and Section 7.1 of the Credit Agreement. (d) Such The Administrative Agent shall have received (i) a copy of the resolutions of the board of directors or other managers of the Borrower, Holdings and the other Guarantors (or a duly authorized committee thereof) authorizing the execution, delivery, and performance of the Amendment and the other Credit Documents (and any agreements relating thereto) to which it is a party, (ii) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, instrumentsas applicable, approvals of the Borrower, Holdings and the other Guarantors (or opinions as a confirmation that there have been no changes to such documents since those that were delivered to the Noteholder may reasonably request;Administrative Agent on the Restatement Effective Date), and (iii) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings, the Borrower and the other Guarantors executing the Credit Documents to which it is a party (or a confirmation that there have been no changes to such documents since those that were delivered to the Administrative Agent on the Restatement Effective Date). (e) An original Acknowledgement The Administrative Agent and Acceptance Letter dated the Lenders shall have received (i) at least two Business Days prior to the Amendment No. 1 Effective Date such documentation and information as is reasonably requested in writing at least ten calendar days prior to the Amendment No. 1 Effective Date by the Administrative Agent or the Lenders about the Credit Parties to the extent required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has requested in a written notice to the Borrower at least two Business days prior to the Amendment No. 1 Effective Date, a Beneficial Ownership Certification (as defined in the Amended Credit Agreement) 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 Amendment, the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of condition set forth in this Agreement; andclause (ii) shall be deemed to be satisfied. (f) The representations Payment of all reasonable fees and warranties contained herein shall expenses due to (a) the Administrative Agent (as agreed to in writing between the Administrative Agent and the Borrower) (including, without limitation, fees and reasonable out-of-pocket expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent) and (b) the Arrangers (including, without limitation, fees and reasonable out-of-pocket expenses of counsel to the Arrangers), in each case required to be true on and as of the date hereof, there shall exist paid 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effect.Amendment No. 1

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written when, and only when,, the following conditions have been satisfied: (a) The Noteholder the Agent shall have received all counterparts of this Amendment executed by the Company, the Majority Lenders, the Extending Lenders, and/or, as to any such Majority Lender and Extending Lender, advice satisfactory to the Agent that such Lender has executed this Amendment; (b) the Agent shall have received a certificate of the following documents, each (unless otherwise indicated) being dated Secretary or Assistant Secretary of the date hereofCompany, in form and substance satisfactory to the Noteholder: Agent, which certificate shall (i) executed originals certify as to the incumbency and signature of each the officers of the Company executing this Amendment (with the President, a Vice President, the Secretary or Assistant Secretary of the Company attesting to the incumbency and signature of the Notes; Secretary or Assistant Secretary providing such certificate), (ii) have attached to it a favorable written opinion with respect to 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 Amendment Amendment, and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary certify that, as of the Effective Datedate of such certificate (which shall not be earlier than the date hereof), approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures none of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company such resolutions shall have paid in immediately available fundsbeen amended, the nonrefundable amendment fee to the Noteholdersupplemented, modified, revoked or rescinded; (c) The Company shall have paid all costs each Guarantor has executed and expenses (including legal fees) incurred by delivered a consent in the Noteholder;form of Annex A hereto; and (d) Such all other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement fees and Acceptance Letter dated as expenses of the date hereof from General Electric Capital Corporation reflecting its satisfaction with Agent and the terms Lenders (including (i) all reasonable fees and expenses of this Agreement; and counsel to the Agent and (fii) The representations all retainers for counsel to the Agent and warranties contained herein shall be true on and as of advisor to the Agent), to the extent invoiced prior to the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectbeen paid.

Conditions of Effectiveness. This Amendment shall become --------------------------- effective when, and only when, (a) The Noteholder , the Bank shall have received all of the following documents, each document (unless otherwise indicated) being dated the date hereof, in form and substance satisfactory to the NoteholderBank and its counsel: (a) Certified copies of (i) executed originals the resolutions of the Board of Directors of each of the Borrowers approving this Amendment and the Notes; matters contemplated herein, and (ii) a favorable written opinion all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the Notesmatters contemplated herein. (b) the following documents: (i) an Allonge for each of the Notes executed on the original Closing Date (collectively, addressed the "Allonges"); (ii) such documents as may be reasonably requested by the Bank executed by each of the Borrowers in favor of the Bank amending the Collateral in order to reflect the Noteholder and satisfactory to its counselexecution of this Agreement; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary Security Agreements substantially in such form as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified may be required by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a Bank duly executed amendment by each Borrower. In addition, each Borrower shall have taken such other action (including delivering to the Credit Agreement; and (vii) a Bank, for filing, appropriately completed and duly executed Amended and Restated Intercreditor Agreement; (bcopies of Uniform Commercial Code financing statements) The Company as the Bank shall have paid requested in immediately available funds, order to perfect the nonrefundable amendment fee security interests created pursuant to the Noteholder;Security Agreements. (c) The Company shall A favorable opinion of counsel for the Borrowers, to the effect that this Amendment and each of the documents required under subsection 3(b)(ii) and (iii) above have paid all costs been duly authorized, executed and expenses (including legal fees) incurred delivered by the Noteholder; (d) Such Borrowers and covering such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered matters relating to the Noteholder an Officer's Certificate to such effectBorrowers, this Agreement or the transactions contemplated hereunder as may be requested by the Bank and its counsel.

Conditions of Effectiveness. This Amendment shall become effective when, upon satisfaction of the following conditions precedent: Laurus and only when, PSource shall have received (a) The Noteholder shall have received all a copy of this Amendment duly executed by the Company, (b) an executed copy of the following Amended and Restated Secured Term Note made by the Company in favor of PSource in the original principal amount of $1,766,010 amended and restated as of the date hereof and effective as of December 30, 2005, (c) an executed copy of the Amended and Restated Secured Term Note made by the Company in favor of Laurus in the original principal amount of $55,810 amended and restated as of the date hereof and effective as of December 30, 2005, (d) an executed Reaffirmation and Ratification Agreement dated as of the date hereof among the Company, StockerYale Canada, Inc. (“S-Canada”), Lasiris Holdings, Inc. (“Lasiris” together with the Company and S-Canada, each a “Grantor” and collectively, the “Grantors”), Laurus, PSource and Valens U.S. SPV I, LLC, (e) an executed copy of the Registration Rights Agreement dated as of the date hereof by and between the Company and PSource, (f) an executed instruction letter dated on or before the date hereof by the Company to its stock transfer agent in connection with the Amendment Closing Shares, (g) executed copies of the Guaranties dated as of the date hereof made by S-Canada in favor of each of PSource and Laurus, (h) executed copies of the General Hypothecations of Movables dated as of the date hereof made by S-Canada in favor of each of PSource and Laurus and (i) all such other certificates, instruments, documents, agreements and opinions of counsel as may be required by Laurus, PSource or their counsel, each (unless otherwise indicated) being dated the date hereof, of which shall be in form and substance satisfactory to the Noteholder: (i) executed originals of each of this Amendment Laurus, PSource and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its their counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effect.

Conditions of Effectiveness. This Amendment shall become be effective whenas of February 10, and only when,2003 (the "EFFECTIVE DATE"), upon the satisfaction of the following conditions: (a) The Noteholder the Purchasers shall have received executed originals of this Amendment and the Third Amendment, satisfactory to the Required Holders in all respects, to the Credit Agreement, dated as of July 23, 2001, among the following documentsCompany, ▇▇▇▇▇▇▇▇▇ Weavers, Inc., Hamco, Inc. and Crown Crafts Infant Products, Inc., as borrowers, Wachovia Bank, National Association (successor by merger to Wachovia Bank, N.A.), as agent, and Wachovia Bank, National Association (successor by merger to Wachovia Bank, N.A.), Banc of America Strategic Solutions, Inc. (assignee of Bank of America, N.A.) and The Prudential Insurance Company of America, as lenders, each (unless otherwise indicated) agreement being dated the date hereofEffective Date, in form and substance satisfactory to the Noteholder: (i) executed originals of each of this Amendment and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement;Purchasers. (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal feesattorney's fees and expenses) incurred by any Purchaser through the Noteholder;Effective Date, pursuant to statements submitted to the Company (which statements may include estimates of time and expenses to be incurred on and after the dates of posting of actual time and expenses set forth therein, which estimated amounts shall be subject to subsequent adjustment to reflect actual time and expenses subsequently posted). (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (fc) The representations and warranties contained herein shall be true on and as of the date hereof, ; there shall exist on the date hereof, after giving effect to this Amendment, no Event of Default or Default; there shall exist no material adverse change in the financial business, properties, prospects, operations or condition, business operation financial or prospects otherwise, of the Company or its Subsidiaries since January 3March 31, 20002002 other than (i) the discontinuance of the operations of Burgundy Interamericana SA de CV, as set forth in Paragraph 2 hereof, or (ii) as reported by the Company in its quarterly reports on Form 10-Q filed with the Securities and Exchange Commission for quarterly periods subsequent to March 31, 2002; and the Company shall have delivered to the Noteholder an Officer's Certificate Purchasers a certificate signed by a senior officer of the Company to such effect.

Conditions of Effectiveness. This effectiveness of this Amendment shall become effective when, and only when,is subject to the satisfaction of the following conditions precedent. (a) The Noteholder Administrative Agent shall have received all each of the following documentsfollowing: (i)counterparts of this Amendment executed by the Borrower, the Administrative Agent, each L/C Issuer and each Lender with a Commitment shown on Schedule 2.01 attached hereto; (unless otherwise indicatedii)a Note executed by the Borrower in favor of each New Lender requesting a Note; (iii)a certificate of a Responsible Officer of the Borrower (A) being dated certifying as to the incumbency and genuineness of the signature of each officer of the Borrower executing this Amendment, (B) certifying that attached thereto is a true, correct and complete copy of the Organization Documents of the Borrower, or certifying that such Organization Documents were delivered on the Closing Date and certifying that since such date hereofthere have been no changes thereto and (C) attaching resolutions adopted by the board of directors (or other governing body) of the Borrower authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment; (iv)a certificate evidencing the existence and good standing of the Borrower, issued as of a recent date by the applicable Governmental Authority of its jurisdiction of organization; (v)a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, covering such matters concerning the Borrower and this Amendment as the Arrangers may reasonably request, in form and substance reasonably satisfactory to the Noteholder: (i) executed originals of each of this Amendment and the Notes; (ii) a favorable written Arrangers, such opinion with respect to this Amendment and the Notes, be addressed to the Noteholder Administrative Agent and satisfactory each Lender; (vi)(A) quarterly financial statements and compliance certificate as required by the Existing Credit Agreement for the fiscal quarter ended September 30, 2014, and (B) pro forma consolidated financial statements for the Borrower and its Subsidiaries for the nine-month period ended September 30, 2014 (the “Pro Forma Financial Statements”), consisting of a consolidated statement of earnings and a balance sheet, in each case giving pro forma effect to its counsel; the Transactions as if the Transactions had occurred as of such date (iiiin the case of such balance sheet) resolutions or at the beginning of such period (in the case of such statement of earnings), and in each case certified by a Responsible Officer of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit AgreementBorrower; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effect.

Conditions of Effectiveness. This Amendment shall become effective when, as of the first date (the “Amendment No. 4 Effective Date”) on which the following conditions shall have been satisfied (or waived by the Agent and only when, the Purchasing Term Lender): (a) The Noteholder the Agent 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 counterparts of this Amendment executed by the Borrower, the Agent and the Notes; Purchasing Term Lender, (ii) from each of the Consenting Lenders that, collectively, constitute the Required Lenders before giving effect to the Non-Consenting Lender Assignments, a duly executed Lender Consent and (iii) after giving effect to the Non-Consenting Lender Assignments and the operation of the proviso set forth in Section 9.04(b)(ii)(C) of the Credit Agreement, a Lender Consent duly executed by the Purchasing Term Lender and the other Consenting Lenders constituting all Lenders; (b) to the extent requested by the Agent, the Agent and the Purchasing Term Lender shall have received (i) a certificate of each Loan Party, dated the Amendment No. 4 Effective Date and executed by its Secretary, Assistant Secretary or director, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of this Amendment (and any agreements relating thereto) to which it is a party, (B) identify by name and title and bear the signatures of the other officers of such Loan Party authorized to sign the Amendment (and any agreements relating thereto) to which it is a party, (C) either (1) contain appropriate attachments, including the certificate or articles of incorporation or organization of each such Loan Party (and in the case of any such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party), and a true and correct copy of its by-laws, memorandum and articles of incorporation or operating, management, partnership or equivalent agreement to the extent applicable, in each case, certified as of a recent date or (2) include a written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s certificate or articles of incorporation or organization or other applicable constitutive documents most recently certified and delivered to the Agent prior to the Amendment No. 4 Effective Date pursuant to the Loan Documents remain in full force and effect on the Amendment No. 4 Effective Date without modification or amendment since such original delivery and (D) either (1) attach copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party of the Amendment and certify that such consents, licenses and approvals are in full force and effect, or (2) state that no such consents, licenses or approvals are so required and (ii) a favorable written opinion with respect to this Amendment and good standing certificate for each Loan Party from the Notes, addressed to the Noteholder and satisfactory to applicable governmental authority of its counsel; (iii) resolutions jurisdiction of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreementincorporation; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company the Agent and the Purchasing Term Lender shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as received a certificate from a Responsible Officer of the date hereof from General Electric Capital Corporation reflecting its satisfaction with Borrower dated the terms of this Agreement; and Amendment No. 4 Effective Date certifying that (fa) The the representations and warranties contained herein of each Loan Party set forth in Section 4 of this Amendment shall be true and correct in all material respects on and as of the Amendment No. 4 Effective Date before and after giving effect to this Amendment; provided that, to the extent that such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such earlier date hereof, there (excluding the representations set forth in Section 3.13 and Section 3.15(a) of the Credit Agreement which shall exist be true and correct in all material respects as of the Amendment No. 4 Effective Date after giving effect to this Amendment); provided further that any representation and warranty that is qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects on the date hereofAmendment No. 4 Effective Date or on such earlier date, as the case may be after giving effect to any such qualification as to materiality or “Material Adverse Effect” and (b) no Default or 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 January 3, 2000; and the Company shall have delivered occurred and be continuing both before and after giving effect to the Noteholder an Officer's Certificate to such effect.this Amendment;

Conditions of Effectiveness. This Amendment shall become effective whenas of the first date (the “Amendment Effective Date”) on which, and only when,if, each of the following conditions precedent shall have been satisfied: (a) The Noteholder Administrative Agent shall have received all received, in form and substance reasonably satisfactory to the Administrative Agent (x) counterparts of this Amendment executed by the Borrower, the 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 consent attached hereto (the “Consent”) executed by each of the following documentsGuarantors. (b) The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, counterparts of an amendment to the Pledge Agreement executed by each of the parties thereto. (unless otherwise indicatedc) being dated The Administrative Agent shall have received, in form and substance reasonably satisfactory to the date hereofAdministrative 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, or of the general partner or managing member of such Loan Party, authorized to sign this Amendment and each Loan Document to which it is or is to be a party and 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 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 have received, in form and substance satisfactory to the Noteholder: Administrative Agent, (i) executed originals an amendment of each of this Amendment the Revolving Credit Agreement and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed an amendment to the Credit 7 Year Term Loan Agreement; and (vii) a duly executed Amended , in each case modifying the underlying agreement to account for the terms herein and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such making certain other documents, instruments, approvals or opinions as the Noteholder may reasonably request;corresponding modifications. (e) An original Acknowledgement (i) the fees provided for in Section 10 and Acceptance Letter dated as (ii) all of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as reasonable out-of-pocket expenses of the date hereof, there shall exist Administrative Agent (including the reasonable fees and expenses of counsel for the Administrative Agent) due and payable 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 January 3, 2000; and the Company Amendment Effective Date shall have delivered to the Noteholder an Officer's Certificate to such effectbeen paid in full.

Conditions of Effectiveness. This Amendment shall become effective when, The effectiveness of this Agreement and only when,the occurrence of the Closing Date are subject to satisfaction (or waiver by the Administrative Agent) of the following conditions precedent on or prior to the Closing Date: (a) The Noteholder shall have received all Administrative Agent’s receipt of the following documentsfollowing, each (unless otherwise indicated) being dated properly executed by a Responsible Officer of the date hereof, signing Loan Party and each in form and substance reasonably satisfactory to the NoteholderAdministrative Agent and each of the Lenders: (i) executed originals of each counterparts of this Amendment Agreement by the Top Borrower and the NotesAdministrative Agent; (ii) a favorable written opinion with respect to this Amendment Note (or Notes) executed by the Top Borrower and dated the Closing Date in favor of each Lender requesting a Note (or Notes, addressed to the Noteholder and satisfactory to its counsel); (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary Guaranty, dated as of the Effective Closing Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereofduly executed by each Guarantor; (iv) specimen signatures the Security Agreement, dated as of officers or other appropriate representatives executing this Amendment the Closing Date, duly executed by each Loan Party, together with: (A) agreed forms of Uniform Commercial Code financing statements (Form UCC-1), naming each of the Loan Parties (as appropriate) as the debtor, and the NotesAdministrative Agent on behalf of the Secured Parties, certified as the secured party; (B) Uniform Commercial Code termination statements necessary to release all Liens and other rights of any Person securing any existing Liens (other than Permitted Liens); (C) a perfection certificate duly executed by each Loan Party; (D) lien search results covering the Loan Parties, dated a date reasonably near to the Closing Date; (E) certificates representing the pledged securities referred to therein accompanied by undated stock powers executed in blank; and (F) intellectual property security agreements in respect of Patents, Trademarks and Copyrights (each as defined in the Security Agreement) owned by the secretary or assistant secretary of Loan Parties on the CompanyClosing Date; (v) a Compliance Certificate as at May 28, 2000insurance certificates evidencing the liability and property insurance covering the Loan Parties; (vi) 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 Agreement and the other Loan Documents to which such Loan Party is a party; (vii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly executed amendment organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where such Person is qualified to do business; (viii) favorable opinions of (w) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, corporate counsel to the Credit AgreementLoan Parties, (x) Squire ▇▇▇▇▇▇ ▇▇▇▇▇ (US) LLP, Arizona counsel to the Loan Parties, (y) ▇▇▇▇▇▇ White ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLC, Alaska counsel to the Loan Parties and (z) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ PC, Nevada counsel to the Loan Parties, in each case, addressed to the Administrative Agent; (ix) [reserved]; (x) a certificate signed by a Responsible Officer of the Top Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xi) (i) the Audited Financial Statements and (ii) unaudited consolidated balance sheet of the Top Borrower and its Restricted Subsidiaries dated as of March 31, 2021, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarters ended on these dates (“Unaudited Financial Statements”); (xii) solvency certificate from the chief financial officer or another officer with equivalent duties of the Top Borrower certifying that the Top Borrower and its Subsidiaries, on a consolidated basis, after giving effect to the transactions contemplated hereby and the use of proceeds of the Loans made to the Top Borrower on the Closing Date, are Solvent; and (viixiii) a duly executed Amended the Loan Parties shall have provided or caused to be provided the documentation and Restated Intercreditor Agreement;other information to the Lenders that are reasonably required by the applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation, in each case, at least three Business Days prior to the Closing Date, to the extent that the Arrangers or the Lenders, as applicable, have reasonably requested such items in writing at least 10 Business Days prior to the Closing Date. (b) The Company Any fees required to be paid on or before the Closing Date shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder;been paid. (c) The Company Refinancing shall have paid all costs and expenses (including legal fees) incurred by occurred or shall occur substantially contemporaneously with the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as funding of the date hereof from General Electric Capital Corporation reflecting its satisfaction Initial Term Loans on the Closing Date. Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the terms of conditions specified in this Agreement; and (f) The representations and warranties contained herein Section 4.01, each Lender that has signed this Agreement shall be true on and as of 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 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 January 3, 2000; and the Company Administrative Agent shall have delivered received notice from such Lender prior to the Noteholder an Officer's Certificate to such effectproposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written when, and only when, (a) The Noteholder when the Agent shall have 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 Company and all of the Lenders or, as to any of the 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 indicatedspecified) being dated the date hereofof receipt thereof by the Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the NoteholderAgent (unless otherwise specified) and in sufficient copies for each Lender: (ia) executed originals Certified copies of each the resolutions of the Board of Directors of the Company approving this Amendment and the Notes; (ii) a favorable written opinion matters contemplated hereby and thereby and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel;matters contemplated hereby. (iiib) resolutions A certificate of the boards of directors Secretary or other appropriate governing body (or of the appropriate committee thereof) an Assistant Secretary of the Company certified by its secretary or assistant secretary as certifying the names and true signatures of the Effective Date, approving and adopting officers of the Company authorized to sign this Amendment and the Notes, and authorizing the execution and delivery thereof;other documents to be delivered hereunder. (ivc) specimen signatures A favorable opinion of officers or other appropriate representatives executing the Vice President and General Counsel of the Company, with respect to this Amendment and the NotesCredit Agreement as amended hereby, certified by in substantially the secretary or assistant secretary form of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment Exhibit A to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder;this Amendment. (d) Such other documentsA favorable opinion of Shearman & Sterling LLP, instrumentscounsel for the Agent, approvals or opinions as in form and substance satisfactory to the Noteholder may reasonably request;Agent. (e) An original Acknowledgement and Acceptance Letter dated as A certificate signed by a duly authorized officer of the date hereof from General Electric Capital Corporation reflecting its satisfaction with Company stating that (and the terms of this Agreement; andCompany hereby represents and warrants that): (fi) The representations and warranties contained herein shall be true in Section 4 of this Amendment and in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the date hereof, there shall exist of such certificate as though made on and as of such date; and (ii) No event has occurred and is continuing that constitutes a Default. This Amendment is subject to the date hereof, no Event provisions of Default or Default; there shall exist no material adverse change in the financial condition, business operation or prospects Section 9.01 of the Company or its Subsidiaries since January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectCredit Agreement.

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 when, and only when,on the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.02): (a) The Noteholder Administrative Agent (or its counsel) shall have received all 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 reasonably satisfactory written opinions (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of New York counsel for the Credit Parties, covering such matters as the Required Lenders shall reasonably request. The Credit Parties hereby request such counsel to deliver such opinion. (c) The 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 good standing of the following documentsCredit Parties, each (unless otherwise indicated) being dated the date hereofauthorization of the Transactions and any other legal matters relating to the Credit Parties, this Agreement or the Transactions, all in form and substance satisfactory to the NoteholderAdministrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of each Credit Party, stating that: (i) executed originals of each of this Amendment and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true in Article III of this Agreement are correct on and as of the date hereofClosing Date; and (ii) no event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, there 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 exist on have been obtained and be in full force and effect. (i) The Administrative Agent shall have received, at least three days prior to the date hereofClosing Date, no Event of Default or Default; there shall exist no material adverse change all documentation and other information regarding the Borrower requested in connection with applicable "know your customer" and anti-money laundering rules and regulations, including the financial conditionPatriot Act, business operation or prospects to the extent requested in writing of the Company or Borrower at 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 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 Subsidiaries since January 3signature page to this Agreement, 2000; the condition set forth in this clause (ii) shall be deemed to be satisfied). The Administrative Agent shall notify the Borrower and the Company Lenders of the Closing Date, and such notice shall be conclusive and binding. Without limiting the generality of 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 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 Lender unless the Administrative Agent shall have delivered received notice from such Lender prior to the Noteholder an Officer's Certificate to such effectproposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This Second Amendment shall become effective when, and only when, (a) The Noteholder , the Agent and each of the Lenders shall have received all a counterpart of this Second Amendment executed by the following documents, each (unless otherwise indicated) being dated Company and the date hereofAgent shall have additionally received, in form and substance satisfactory to the NoteholderAgent and the Lenders: (ia) A Note payable to each Lender duly executed originals by the Company in the form of each of this Amendment and the NotesExhibit A hereto; (iib) a favorable written opinion with respect An amendment to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions reaffirmation of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified Security Agreement duly executed by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (vc) a Compliance Certificate as at May 28, 2000; (vi) a A reaffirmation of the Subsidiary Guaranty and the Subsidiary Security Agreement duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the NoteholderCov▇▇▇▇▇▇; (d) Such A copy of resolutions, in form and substance reasonably satisfactory to the Agent, of the Board of Directors of the Company authorizing the execution, delivery and performance by it of this Second Amendment, the Notes and the other documentsdocuments delivered in connection herewith certified by the Secretary or an Assistant Secretary of the Company, instrumentswhich certificate shall state that the resolutions thereby certified are in full force and effect and have not been amended, approvals modified, revoked or opinions rescinded as of the Noteholder may reasonably requestdate hereof; (e) An original Acknowledgement and Acceptance Letter A certificate dated as of the date hereof from General Electric Capital Corporation reflecting of the Secretary or an Assistant Secretary of each of the Company and Cov▇▇▇▇▇▇ ▇▇rtifying (i) as to the incumbency and signatures of its satisfaction officers executing this Second Amendment, the Notes and the other documents delivered in connection herewith (as applicable) and (ii) that each of the certificate of incorporation and bylaws delivered in connection with the terms of this Agreement; and (f) The representations Existing Credit Agreement is in full force and warranties contained herein shall be true on effect and has not been amended, modified, revoked or rescinded as of the date hereof, there shall exist on together with evidence of the incumbency of such Secretary or Assistant Secretary; (f) An executed legal opinion dated the date hereofhereof and addressed to the Agent and the Lenders, no Event of Default or Default; there shall exist no material adverse change in the financial conditionDis▇▇▇▇ ▇▇r▇▇▇ ▇'▇▇▇▇▇▇ & Cas▇▇▇▇▇▇▇▇ ▇▇P, business operation or prospects of counsel to the Company or its Subsidiaries since January 3and Cov▇▇▇▇▇▇, 2000; and the Company shall have delivered ▇n a form reasonably satisfactory to the Noteholder an Officer's Certificate to such effect.Agent, the Lenders and each of their special counsel;

Conditions of Effectiveness. This Amendment shall become effective whenas of the date hereof (the "Effective Date") if on or before January 31, 1998 the Agent shall have received (i) counterparts of this Amendment executed by the Borrower and only when, all of the Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment; (ii) evidence that (a) The Noteholder shall all fees due under the letter dated November 7, 1997 between the Agent and the Borrower have received been paid, (b) the Borrower has paid to the Agent, for the account of the Revolving Lenders and Term Lenders, a fee in an aggregate amount equal to 0.125% of the sum of the aggregate commitments of the Revolving Lenders and the aggregate outstanding principal amount of Advances by the Term Lenders, in each case as of the Business Day immediately prior to the Effective Date, which amount will be distributed ratably to the Revolving Lenders and the Term Lenders no later then the Business Day immediately succeeding the Effective Date and (c) the Borrower has paid all fees due under Section 8.04 of the Credit Agreement, and (iii) all of the following documents, each (unless otherwise indicated) being dated the date hereof, such document in form and substance satisfactory to the NoteholderAgent and in sufficient copies for each Lender: (a) Certified copies of (i) executed originals the resolutions of each the Board of Directors of (A) the Borrower approving this Amendment and the Notes; matters contemplated hereby and (B) each other Loan Party evidencing approval of the Consent and the matters contemplated thereby and (ii) a favorable written opinion all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the Notes, addressed to Consent and the Noteholder matters contemplated hereby and satisfactory to its counsel;thereby. (iiib) resolutions A certificate of the boards of directors Secretary or other appropriate governing body (or an Assistant Secretary of the appropriate committee thereof) Borrower and each other Loan Party certifying the names and true signatures of the Company certified by its secretary or assistant secretary as officers of the Effective Date, approving Borrower and adopting such other Loan Party authorized to sign this Amendment and the NotesConsent and the other documents to be delivered hereunder and thereunder. (c) Counterparts of the Consent appended hereto (the "Consent"), executed by each of the Loan Parties (other than the Borrower). (d) An opinion of LeBoeuf, Lamb, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., counsel for the Borrower and the Guarantors, in substantially the form of Exhibit C hereto and opinions of counsel for each Guarantor not incorporated in Delaware as to such matters as any Lender through the Agent may reasonably request. (e) A certificate from an Authorized Officer of the Borrower as to compliance, after giving effect to the incurrence of all indebtedness under the Credit Agreement with respect to the HEALTHSOUTH Acquisition, with covenants relating to the incurrence of indebtedness in the Subordinated Debt Indentures. (f) A certificate from an Authorized Officer of the Borrower that all conditions precedent to the closing by the Borrower under the HEALTHSOUTH Acquisition have been satisfied, the Purchase Agreement is in full force and effect, no provision of the Purchase Agreement (including the schedules and exhibits thereto) has been waived, amended, supplemented or otherwise modified in any respect, and authorizing immediately upon receipt of the execution and delivery thereof;proceeds of the Term Loan C Borrowing the HEALTHSOUTH Acquisition will be consummated. (ivg) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly An executed amendment to the Credit Intercreditor Agreement; and, in substantially the form of Exhibit D. (viih) a duly A complete, executed Amended copy of the Purchase Agreement (including all schedules and Restated Intercreditor Agreement;exhibits referred to therein or delivered pursuant thereto) and all amendments thereto, waivers relating thereto and other side letters or agreements affecting the terms thereof in any respect. (bi) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as A certificate from an Authorized Officer of the date hereof from General Electric Capital Corporation reflecting its satisfaction with Borrower that (i) the terms of this Agreement; and (f) The representations and warranties contained herein shall be true in Section 3 of this Amendment, in Article IV of the Credit Agreement and in Article III of the Pledge and Security Agreements are correct on and as of such date as though made on and as of such date and (ii) no event has occurred and is continuing, or would result from such extension of credit or from the date hereofapplication of the proceeds therefrom, there shall exist on the date hereof, no which constitutes an Event of Default or a Potential Default; there shall exist no material adverse change in the financial condition, business operation or prospects of the Company or its Subsidiaries since January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effect.

Conditions of Effectiveness. This Amendment shall become effective whenin the order and in the manner herein described, and only when,as of the first date upon which each of the conditions precedent set forth below in this Section 3 shall be satisfied or waived in accordance with Section 9.08 of the Unamended Credit Agreement (such date, the "Amendment Effective Date"): (a) The Noteholder representations and warranties set forth in the Amended Credit Agreement and the other Loan Documents shall be true and correct in all material respects as of the Amendment Effective Date, with the same effect as though made on and as of such date; provided 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); provided, further, that any representation and warranty that is qualified as to "materiality," "Material Adverse Effect" or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) Both on and as of the date hereof and on and as of the Amendment Effective Date, both before and after giving effect to this Amendment, no event has occurred and is continuing that constitutes a Default or an Event of Default under the Unamended Credit Agreement, the Amended Credit Agreement and the other Loan Documents. (c) The execution, delivery of, and the performance of this Amendment by Holdings, the Company and the other Borrowers are permitted under the terms of all Material Indebtedness. (d) The Administrative Agent (or its counsel) shall have received all from Holdings, the Company, the other Borrowers and each Subsidiary Loan Party, the Administrative Agent and the Additional Revolving Lenders party hereto either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (e) The Administrative Agent shall have received, on behalf of itself and the Lenders and each Issuing Bank on the Amendment Effective Date, a favorable written opinion of (i) ▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Loan Parties, (ii) ▇▇▇▇▇ ▇▇▇▇▇▇, in-house counsel for the Loan Parties, and (iii) ▇▇▇▇▇▇▇ & ▇▇▇▇, Wisconsin counsel for certain of the following documentsLoan Parties, in each case (unless otherwise indicatedA) being dated the date hereofAmendment Effective Date, (B) addressed to the Administrative Agent and the Lenders, and (C) in form and substance reasonably satisfactory to the NoteholderAdministrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (f) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) executed originals only if such document or item has not previously been delivered, or shall have changed since the later of (x) its last date of its previous delivery to the Administrative Agent pursuant to the Unamended Credit Agreement, and (y) the Amendment Effective Date, a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, as applicable, including all amendments thereto, of each Loan Party, (A) in the case of this a corporation, certified as of a recent date of the Amendment Effective Date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the Notesgood standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date of the Amendment Effective Date or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (ii) a favorable written opinion with respect to this certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Amendment Effective Date and certifying: (A) (1) that attached thereto is a true and complete copy of the Notesbylaws (or partnership agreement, addressed limited liability company agreement, operating agreement or other equivalent governing documents) of such Loan Party as in effect on the Amendment Effective Date and at all times since the date of the resolutions described in clause (B) below, or (2) that the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party, as in effect on the Amendment Effective Date, have not been modified, rescinded or amended since the latter of (x) its last date of delivery to the Noteholder Administrative Agent pursuant to the Unamended Credit Agreement and satisfactory (y) the Amendment Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to its counselwhich such person is a party and, in the case of the Borrowers, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment Effective Date, (C) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed or delivered pursuant to clause (i) above, (D) 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, and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iii) resolutions a certificate of a director or another officer as to the incumbency and specimen signature of the boards of directors Secretary or other appropriate governing body Assistant Secretary or similar officer executing the certificate pursuant to clause (or of the appropriate committee thereofii) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof;above; and (iv) specimen signatures such other documents as the Administrative Agent or the Additional Revolving Lenders on the Amendment Effective Date may reasonably request (including without limitation, tax identification numbers, addresses and any information requested pursuant to "know your customer" requirements). (g) the Administrative Agent shall have received from a Financial Officer of officers the Company, an officer's certificate to the effect that the execution, delivery and performance of this Amendment, the Amended Credit Agreement and the other Loan Documents by the Loan Parties will not conflict with, result in a breach of or constitute a default under, or give rise to a right of, or result in, any cancellation or acceleration under, any indenture, credit or loan agreement or other appropriate representatives documents or instruments to which any Loan Party is party with respect to any Material Indebtedness. (h) The Agents shall have received to the extent invoiced, reimbursement or payment of all reasonable outofpocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and local counsel) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (i) The Administrative Agent shall have received for the ratable account and benefit of each Additional Revolving Lender executing this Amendment and a nonrefundable fee equal to 0.10% of the Notesaggregate principal amount of Additional Revolving Commitments of such Additional Revolving Lender. For purposes of determining compliance with the conditions specified above, certified each Lender 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 the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the secretary or assistant secretary Loan Documents shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender's ratable portion of the Company; (v) a Compliance Certificate as at May 28initial Borrowing, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectif any.

Conditions of Effectiveness. This The effectiveness of this First Amendment shall become effective when, (including the amendments contained in Section 1 and only when,agreements contained in Section 2) are subject to the satisfaction (or waiver) of the following conditions (the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”): (a) The Noteholder This First Amendment shall have received all been duly executed by the Borrowers, Holdings, the Subsidiary Guarantors and the Administrative Agent (which may include a copy transmitted by facsimile or other electronic method), and delivered to the Administrative Agent, and the Lenders under the Credit Agreement consisting of Lenders holding more than 50% of the following documents, each (unless otherwise indicated) being dated aggregate outstanding principal amount of the date hereof, in form and substance satisfactory Initial Term B Loans immediately prior to the Noteholder: (i) executed originals of each of this First Amendment and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement;. (b) The Company Administrative Agent shall have paid in immediately available funds, received a certificate signed by a Responsible Officer of the nonrefundable amendment fee Top Borrower as to the Noteholdermatters set forth in paragraphs (d) and (e) of this Section 3; (c) The Company Administrative Agent shall have paid 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 (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 costs amendments thereto as of the Closing Date and expenses such by-laws or operating, management, partnership or similar agreement are in full force and effect or (including legal feesii) incurred if applicable, 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 First 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 Noteholder;signatures of the officers, managers, directors or authorized signatories of such Loan Party authorized to sign this First 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. (d) Such other documents, instruments, approvals No Default or opinions as Event of Default has occurred and is continuing both before and immediately after giving effect to the Noteholder may reasonably requesttransactions contemplated hereby; (e) An original Acknowledgement The representations and Acceptance Letter dated as warranties of the date hereof from General Electric Capital Corporation reflecting its satisfaction with Borrowers and each of the terms Guarantors set forth in Section 4 of this Agreement; andFirst Amendment are true and correct; (f) The representations All fees and warranties contained herein shall expenses required to be true on and paid in connection with this First Amendment or pursuant to that certain engagement letter, dated as of March 28, 2017 (the date hereof“Engagement Letter”), there by and among the Top Borrower and the Repricing Arrangers (as defined below) and any fee letter entered into by the Top Borrower and any party thereto shall exist have been paid in full in cash or will be paid in full in cash on the date hereofFirst Amendment Effective Date, no Event including, without limitation, all reasonable and documented out-of-pocket expenses incurred by the Repricing Arrangers, the Administrative Agent and their respective Affiliates in connection with the execution and delivery of Default or Default; there this First Amendment. (g) The Replacement Lender, if any, shall exist no material adverse change in have executed and delivered the financial condition, business operation or prospects Master Assignment contemplated by Section 2 above and all conditions to the consummation of the Company or its Subsidiaries since January 3assignments in accordance with Section 2 above shall have been satisfied and such assignments shall have been consummated. (h) The Borrowers shall have, 2000; substantially concurrently with the effectiveness of this First Amendment, paid to each Non-Consenting Term Lender all accrued interest, fees and other amounts payable to such Non-Consenting Term Lender under any Loan Document with respect to the Initial Term B 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 Company shall have delivered other Loan Documents (immediately prior to the Noteholder an Officer's Certificate to such effecteffectiveness of this First Amendment).

Conditions of Effectiveness. This Amendment shall become effective when, and only when,The following constitute conditions precedent to the effectiveness of this Amendment: (a) The Noteholder shall have received all of the following documents, each (unless otherwise indicated) being dated the date hereof, in form Execution and substance satisfactory to the Noteholder: (i) executed originals of each delivery of this Amendment by AFL, the General Partner and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor AgreementLiquidity Agent; (b) The Company Liquidity Agent and AFL shall have paid received as of the date hereof a copy of the written confirmation delivered to AFL by each of S&P and Mood▇'▇ ▇▇ the effect that his Amendment will not result in immediately available funds, the nonrefundable amendment fee to downgrading or withdrawal of the Noteholderthen current ratings of the Commercial Paper Notes; (c) The Company Each Liquidity Lender and the Credit Enhancer shall each have paid all costs and expenses (including legal fees) incurred delivered written consent to this Amendment evidenced by the Noteholdertheir execution of Annex A hereto; (d) Such other documentsAFL shall have delivered prior written notice of this Amendment to the Rating Agencies, instrumentsthe Depository, approvals or opinions as the Noteholder may reasonably requestAgent, the Liquidity Agent and each Dealer; (e) An original Acknowledgement AFL shall have delivered a fully executed copy of this Amendment to the Rating Agencies, the Depository, the Agent, the Liquidity Agent and Acceptance each Dealer; (f) Each Liquidity Lender or Eligible Liquidity Lender, as the case may be, described in Section 3 of this Amendment, and AFL shall have executed and delivered to the Liquidity Agent a Liquidity Commitment Agreement as set forth in Annex B hereto; (g) The Letter dated of Credit Amount shall be increased to the Required Enhancement Amount simultaneously with giving effect to the increase in the Aggregate Liquidity Loan Commitment as set forth in Section 3 of this Amendment; (h) The Liquidity Agent shall have received (i) from AFL evidence that all necessary partnership action has been taken to authorize the execution, delivery and performance of this Amendment and (ii) from the General Partner (x) a copy of the resolutions of its Board of Directors, certified as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with by the terms Secretary thereof, authorizing the execution, delivery and performance of this AgreementAmendment and (y) an incumbency certificate thereof with respect to its officers, agents or other representatives authorized to execute this Amendment; and (fi) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company Liquidity Agent shall have delivered received an Opinion of Counsel to AFL to the Noteholder an Officer's Certificate effect that this Amendment has been duly authorized, executed and delivered and is the legal, valid and binding obligation of AFL, enforceable against it in accordance with its terms, subject to such effectthe exceptions set forth therein.

Conditions of Effectiveness. This Amendment shall become effective whenupon satisfaction of the following conditions precedent: (i) Selway and CIP shall each have received an original version of this Amendment executed by the Company, Selway and only when, CIP and consented and agreed to by Selway Management, (aii) The Noteholder Selway shall have received all $271,834.00 and CIP shall have received $32,946.00, in each case in immediately available funds, which $304,779.00 aggregate amount represents a portion of the following accrued and unpaid interest on the Series A Debentures to and including January 17, 2003, (iii) Selway and CIP shall each have received payment by the Company of all outstanding invoices for professional fees, costs and expenses and all fees, costs and expenses including without limitation any such costs related to this Amendment or the transactions contemplated hereby in accordance with Section 11 hereof; (iv) the Selway and CIP shall each have received an original version of an Omnibus Amendment and Agreement dated of even date herewith (the "OMNIBUS AGREEMENT") among the Company, Selway, CIP and as acknowledged and agreed by Selway Management amending the terms and conditions of the Investment Documents (as hereinafter defined) on terms and conditions satisfactory to Selway and CIP in all respects; (v) Selway and CIP each shall have received an original $1,100,000 INSCI, Corp. Amended and Restated Convertible Subordinated Debenture executed and delivered by the Company in favor of each of them (each, an "AMENDED AND RESTATED DEBENTURE"); (vi) Selway Management shall have received an original version of Amendment No. 2 to Management Agreement dated of even date herewith between Selway Management and the Company; (vii) Selway and Selway Management shall each have received an original version of the Fourth Amendment to Investment Agreement of even date herewith by and among the Company, Selway and Selway Management executed and delivered by each of them; (viii) Selway Management shall have received an original $165,000 INSCI CORP. Convertible Subordinated Debenture executed by the Company in favor of Selway Management; (ix) Selway and CIP shall have received such other certificates, instruments, documents, agreements and opinions of counsel as may be required by Selway and CIP or its counsel, each (unless otherwise indicated) being dated the date hereof, of which shall be in form and substance satisfactory to Selway and CIP and its counsel including without limitation evidence of approval by the Noteholder: independent Board of Directors of the transactions contemplated by this Amendment; and (ix) executed originals Selway and CIP shall have received an opinion of each counsel to the Company regarding the enforceability of this Amendment and Amendment, the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available fundsDebentures, the nonrefundable amendment fee to the Noteholder; (c) The Company Omnibus Agreement and any and all related agreements and such other matters as Selway, CIP or Selway Management shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effect.

Conditions of Effectiveness. This Amendment Agreement shall become effective as of the date first above written when, and only when, on or before July 31, 2002, the Agent shall have received counterparts of this Agreement executed by the Borrowers and the Majority Banks or, as to any of the Banks, advice satisfactory to the Agent that such Bank has executed this Agreement. This Agreement is subject to the provisions of Section 8.01 of the Credit Agreement. Sections 1 through 3 hereof shall become effective when, and only when, (a) The Noteholder , on or before July 31, 2002, the Agent shall have additionally received all of the following documents, each such document (unless otherwise indicatedspecified) being dated the date hereofof receipt thereof by the Agent (unless otherwise specified) and in sufficient copies for each Bank, in form and substance satisfactory to the NoteholderAgent and the Majority Banks (unless otherwise specified) and in sufficient copies for each Bank: (a) Certified copies of (i) the resolutions of the Board of Directors, or the Executive Committee thereof, of each of the Borrowers approving this Agreement and the matters contemplated hereby and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the matters contemplated hereby. (b) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (i) the names and true signatures of the officers of such Borrower authorized to sign this Agreement and the other documents to be delivered hereunder and thereunder and, (ii) that attached thereto is a complete and correct copy of the Certificate of Incorporation and Bylaws of such Borrower together with any amendments thereto. (c) Favorable opinions of ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇, General Counsel of TWC, and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Borrowers, substantially in the Form of Exhibit A hereto and as to such other matters as the Agent may reasonably require. (d) A certificate signed by a duly authorized officer of each Borrower stating that: (i) executed originals of each of this Amendment and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true in Section 5 are correct on and as of the date hereofof such certificate as though made on and as of such date other than any such representations or warranties that, there shall exist on by their terms, refer to a date other than the date hereofof such certificate; and (ii) after giving effect to the Consent and Fourth Amendment and the transactions contemplated therein, no Event event has occurred and is continuing that constitutes a Default. (e) A duly executed and fully effective L/C Agreement and an amendment to each of Default or Defaultthe Progeny Facility documents, other than those automatically amended by virtue of this Agreement, each dated the date of this Agreement. (f) The L/C Collateral Documents (other than the Mortgages and Additional Mortgages; there shall exist no material adverse change each as defined in the financial condition, business operation or prospects L/C Agreement) and all documents required for perfection of the Company or its Subsidiaries since January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate Liens granted pursuant to such effectL/C Collateral Documents.

Conditions of Effectiveness. This Amendment shall become effective when, and only when, (a) The Noteholder shall Administrative Agent, the Issuing Bank and the Banks have received all relied upon the representations and warranties in this Amendment in agreeing to the amendments to the Agreement set forth herein and the amendments to the Agreement set forth herein are conditioned upon and subject to the accuracy of each and every representation and warranty of each of the following documentsBorrowers and the Parent made or referred to herein, and performance by each of the Borrowers and the Parent of its obligations to be performed under the Agreement on or before the date of this Amendment (unless otherwise indicatedexcept to the extent amended herein). (b) being The amendments to the Agreement set forth herein are further conditioned upon receipt by the Administrative Agent of certificates of the Secretary or Assistant Secretary of each of the Borrowers and the Parent certifying those certain resolutions of each respective Board of Directors delivered to the Banks as of July 19, 1999 in connection with the Credit Agreement have not been amended, rescinded or revoked and are in full force and effect as of the date hereof. (c) The amendments to the Agreement set forth herein are further conditioned upon the Borrowers having paid to each of the Banks that have approved the terms of this Amendment an amendment fee equal to the product of twenty-five basis points multiplied by such Bank=s Commitment. (d) The amendments to the Agreement set forth herein are further conditioned upon the Borrowers having paid all accrued and unpaid legal fees and expenses referred to in SECTION 16 of the Agreement and SECTION 7 hereof. (e) The amendments to the Agreement set forth herein are further conditioned upon the Borrowers having delivered to the Administrative Agent an original executed copy of that certain Consent to Assignment of Charter dated as of July 19, 1999 by and among Trico Marine Assets, Inc. and Trico Marine Operators, Inc. (f) The amendments to the Agreement set forth herein are further conditioned upon the Borrowers having delivered to the Administrative Agent a favorable opinion addressed to the Banks and the Administrative Agent, dated as of even date hereof, in form and substance satisfactory to the Noteholder: (i) executed originals of each of this Amendment Banks and the Notes; (ii) a favorable written opinion with respect Administrative Agent, from: Jones, Walker, Waechter, Poitevent, Carrere & ▇▇▇▇▇▇▇, L.L.P., counsel to this Amendment the Borrowers and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectParent.

Conditions of Effectiveness. This The effectiveness of Section 2 of this Amendment (the “Second Amendment Effective Date”) shall become effective when, and only when,be subject to the satisfaction of each of the following conditions precedent: (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 NoteholderAgent’s receipt of: (i) this Amendment, executed originals of each of this Amendment by Agent, ▇▇▇▇▇▇▇ and the Notes▇▇▇▇▇▇▇▇; (ii) a favorable written opinion with respect to this at least two (2) Business Days before the Second Amendment and Effective Date, an Advance Request for the NotesTranche 1 Advance as required by Section 2.2(c) of the Agreement, addressed to the Noteholder and satisfactory to its counselduly executed by an officer of Borrower; (iii) certified copy of resolutions of the boards Borrower’s board of directors or other appropriate governing body (or managers, as applicable evidencing approval of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereofother transactions evidenced hereby; (iv) specimen signatures a certificate of officers or good standing for Borrower from its state of incorporation and similar certificates from all other appropriate representatives executing this Amendment jurisdictions in which it does business and where the Notes, certified by the secretary or assistant secretary of the Companyfailure to be qualified could reasonably be expected to have a Material Adverse Change; (v) a Compliance Certificate legal opinion of ▇▇▇▇▇▇▇▇’s counsel, dated as at May 28of the Second Amendment Execution Date, 2000;in form and substance acceptable to Agent; and (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended updated Perfection Certificate and Restated Intercreditor Agreementeach exhibit and addendum thereto; (b) The Company Borrower shall have paid in immediately available funds, achieved the nonrefundable amendment fee to the NoteholderSecond Amendment Financial Milestone; (c) The Company Senior Unsecured Convertible Note Purchase Agreement shall have paid been (or substantially concurrently with the Second Amendment Effective Date shall be) repaid or satisfied and discharged, and in connection therewith all costs Guarantees and expenses Liens (including legal feesif any) incurred shall have been released, on or prior to the Second Amendment Effective Date, on terms reasonably acceptable to the Agent and the Agent shall have received a payoff letter executed by [***], in each case in form and substance reasonably acceptable to the NoteholderAgent; (d) Such other documentsBorrower shall have paid to the Agent on behalf of the Lenders a Facility Charge in an amount equal to 1.00% of the Tranche 1 Commitment (the “Tranche 1 Facility Charge”), instruments, approvals or opinions as the Noteholder amount of which may reasonably requestbe deducted from the Tranche 1 Advance; (e) An original Acknowledgement Borrower shall have paid (i) all invoiced reasonable out-of-pocket costs and Acceptance Letter dated expenses then due in accordance with Section 5(e), and (ii) all other invoiced reasonable out-of-pocket fees, costs and expenses, if any, due and payable as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with Second Amendment Effective Date under the terms of this Agreement; and (f) On the Second Amendment Effective Date, after giving effect to the amendment of the Existing Agreement contemplated hereby: (i) The representations and warranties contained herein in Section 4 shall be true and correct on and as of the date hereof, there shall Second Amendment Effective Date as though made on and as of such date; (ii) There exist on the date hereof, no Event Events of Default or events that with the passage of time would result in an Event of Default; there shall exist no material adverse change in the financial condition, business operation or prospects of the Company or its Subsidiaries since January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effect.

Conditions of Effectiveness. This Amendment shall become effective when, and only when,upon the satisfaction (or waiver in writing) of each of the following conditions: (a) The Noteholder shall have received all Agent's receipt of the following documents, four (4) copies of this Amendment duly executed by each Loan Party; (unless otherwise indicatedb) being dated the date hereofAgent's receipt of a completed documentation information questionnaire, in form and substance satisfactory to Agent; (c) Agent's receipt of a certificate from the Noteholder: secretary or an assistant secretary of ▇▇▇▇▇▇, evidencing the incumbency of all officers who are authorized to sign this Amendment and any Other Documents on behalf of ▇▇▇▇▇▇, and attaching (i) executed originals ▇▇▇▇▇▇'▇ certificate of each incorporation and by-laws and all amendments thereto, and (ii) a copy of the resolutions, in form and substance reasonably satisfactory to Agent, of the board of directors of ▇▇▇▇▇▇ authorizing the execution, delivery and performance of this Amendment and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholdertransactions contemplated herein; (d) Such other documentsAgent's receipt of good standing certificates for ▇▇▇▇▇▇ dated not more than thirty (30) days prior to the date hereof, instruments, approvals issued by the secretary of state of ▇▇▇▇▇▇'▇ jurisdiction of incorporation and each jurisdiction where the conduct of ▇▇▇▇▇▇'▇ business activities or opinions as the Noteholder may reasonably requestownership of its properties necessitates qualification; (e) An original Acknowledgement and Acceptance Letter dated as Agent's receipt of executed copies of the date hereof from General Electric Capital Corporation Acquisition Agreement and all agreements, instruments and documents executed in connection therewith, and evidence that the transactions contemplated by such documentation were consummated prior to or simultaneously to the Amendment No.1 Effective Date; (f) Agent's receipt of UCC, tax and judgment lien searches with respect to ▇▇▇▇▇▇, the results of which shall be acceptable to Agent; (g) Agent's receipt of the disclosure schedules with respect to the Acquisition of ▇▇▇▇▇▇ as such schedules relate to ▇▇▇▇▇▇, revised Schedules to the Loan Agreement and related information reasonably requested by Agent ("Revised Schedules/Information") reflecting its satisfaction with the terms Acquisition and the issuance of this Indebtedness under the Supplemental Note Documentation. The Revised Schedules/Information shall not reflect a Material Adverse Effect on the operations or condition (financial or otherwise) of the Loan Parties, individually or in the aggregate and the revised Schedules to the Loan Agreement shall be deemed to supplement the existing Schedules to the Loan Agreement for all purposes of the Loan Agreement; (h) Agent's receipt of executed copies of the Supplemental Note Documentation and all agreements, instruments and documents executed in connection therewith, and evidence that the transactions contemplated by such documentation were consummated prior to or simultaneously to the Amendment No.1 Effective Date; and (fi) The representations Agent's receipt of such other certificates, instruments, documents and warranties contained herein agreements as may be reasonably required by Agent or its counsel, each of which shall be true on in form and as of the 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 substance reasonably satisfactory to Agent and its Subsidiaries since January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectcounsel.

Conditions of Effectiveness. This Amendment shall become effective as of the Amendment Effective Date when, and only when,, the following conditions have been satisfied: (a) The Noteholder shall have received all Agent’s receipt of the following documentsfollowing, each (of which shall be originals or electronic copies unless otherwise indicated) being specified, each properly executed by a duly authorized officer of the signing Loan Party, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date hereof, before the Amendment Effective Date) and each in form and substance reasonably satisfactory to the NoteholderAgent: (i) executed originals of each counterparts of this Amendment executed by the Original Required Lenders, the New Lenders, the Borrower and the NotesAgent; (ii) certified copies of the resolutions of the board of directors or equivalent governing body of each Loan Party approving the Amendment Transactions, this Amendment, the Second Amended and Restated Credit Agreement and each other Loan Document to which it is or is to be a favorable written opinion 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 Amendment Transactions, this Amendment Amendment, the Second Amended and the Notes, addressed Restated Credit Agreement and each other Loan Document to the Noteholder and satisfactory to its counselwhich it is a party; (iii) resolutions a copy of the boards of directors or other appropriate governing body (or certificate of the appropriate committee thereof) Secretary of State of the Company certified by its secretary jurisdiction of incorporation or assistant secretary formation, as the case may be, of each Loan Party, dated a recent date before the Amendment Effective Date, approving certifying (A) as to a true and adopting this Amendment correct copy of the charter, article of formation, or such other constitutive document on file in such Secretary’s office and (B) that (1) such Loan Party has paid all franchise taxes to the Notes, date of such certificate and authorizing (2) such Loan Party is duly incorporated or formed and in good standing or presently subsisting under the execution and delivery thereoflaws of the State of the jurisdiction of incorporation or formation; (iv) specimen signatures a certificate of officers each Loan Party signed on behalf of such Loan Party by its President or other appropriate representatives executing this Amendment a Vice President and the Notesits Secretary, certified by the secretary any Assistant Secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to authorized person, dated the Credit Agreement; and Amendment Effective Date (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid the statements made in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein which certificate shall be true on and as of the Amendment Effective Date), certifying as to (A) the absence of any amendments to the charter or applicable constitutive documents of such Loan Party since the date hereofof the Secretary of State’s certificate referred to in Section 4(a)(iii) above, there shall exist (B) a true and correct copy of the bylaws, limited liability company agreement, or partnership agreement of such Loan Party as in effect on the date hereofon which the resolutions referred to in Section 4(a)(ii) above were adopted and on the Amendment Effective Date and (C) the due incorporation or formation and good standing or valid existence of such Loan Party as a corporation, no Event of Default limited liability company or Default; there shall exist no material adverse change in partnership organized or formed under the financial condition, business operation or prospects laws of the Company jurisdiction of its incorporation or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party; (v) a certificate of the Secretary, an Assistant Secretary or a duly authorized person of each Loan Party certifying 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 and the other documents to be delivered hereunder and thereunder; (vi) a certificate signed by a Responsible Officer, or a duly authorized person, of the Borrower certifying that the conditions specified in Sections 4.02(a) and (b) of the Second Amended and Restated Credit Agreement have been satisfied; (vii) certificates attesting to the Solvency of the Borrower and its Subsidiaries since January 3on a consolidated basis before and after giving effect to the Amendment Transactions, 2000from its chief financial officer. (viii) Notes executed by the Borrower in favor of each Lender that has requested Notes at least 2 Business Days prior to the Amendment Effective Date; and (ix) the executed opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special New York counsel to the Loan Parties, addressed to the Agent and each Lender, substantially as to the matters set forth, mutatis mutandis, in Exhibit H to the Original Credit Agreement. (b) The New Lenders shall have received, to the extent requested, on or before the date which is two (2) Business Days prior to the Amendment Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the PATRIOT Act. (c) (x) Any fees, costs and expenses required to be paid on or before the Amendment Effective Date to the Agent or any Arranger (i) pursuant to any fee or engagement letters or (ii) otherwise for which invoices have been received at least one Business Day prior to the Amendment Effective Date, (y) an amendment fee to each Original Lender that has executed this Amendment by the Amendment Effective Date in an aggregate amount equal to 0.375% of such Original Lender’s Revolving Credit Commitment immediately prior to the Amendment Effective Date (the “Original Commitment”) and (z) a fee to each applicable Revolving Lender that has provided new commitments under the Revolving Facility in an amount equal to 0.50% of the amount of such Lender’s Revolving Credit Commitment on the Amendment Effective Date in excess of such Lender’s Original Commitment, in each case shall have been paid. (d) Unless waived by the Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Agent (directly to such counsel if requested by the Agent) to the extent invoiced at least one Business Day prior to the Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing and customary post-closing proceedings included in such invoices (provided, that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Company Agent). (e) The conversions, payments and repayments specified in Section 6 below shall have delivered been completed and made, as applicable. (f) The Administrative Agent shall have received satisfactory evidence that all outstanding indebtedness of the Loan Parties under the Existing Senior Notes shall have been redeemed, defeased and repaid in full prior to or substantially concurrently with the Noteholder an Officer's Certificate to such effectoccurrence of the Amendment Effective Date. (g) The Borrower shall have received, substantially simultaneously with the occurrence of the Amended Effective Date (upon the satisfaction or waiver of each other condition set forth in this Section 4), gross cash proceeds of not less than $600,000,000 from the issuance of the Senior Notes.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment No. 6 Effective Date”) when, and only when,, each of the following conditions precedent shall have been satisfied: (a) The Noteholder Administrative Agent shall have received all counterparts of (x) this Amendment executed by the undersigned, the Required Lenders and ▇▇▇▇▇▇▇ holding over 50% of the following documentsTerm A Advances or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such ▇▇▇▇▇▇ has executed this Amendment, and (y) the Consent attached hereto executed by each of the Subsidiary Guarantors; (unless otherwise indicatedb) being dated The representations and warranties set forth in each of the Loan Documents shall be correct in all material respects on and as of the Amendment No. 6 Effective Date, before and after giving effect to this Amendment, as though made on and as of such date hereof(except for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment No. 6 Effective Date, in which case as of such specific date); (c) The Administrative Agent shall have received an executed copy of the Asset Purchase Agreement in form and substance satisfactory to the Noteholder: (i) executed originals of each of this Amendment Administrative Agent and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the NoteholderLenders; (d) Such No event shall have occurred and be continuing, or shall result from the effectiveness of this Amendment that constitutes a Default or Event of Default (other documents, instruments, approvals or opinions as than the Noteholder may reasonably requestDefaults and Events of Default expressly waived under Section 1); (e) An original Acknowledgement and Acceptance Letter dated as All of the date hereof from General Electric Capital Corporation reflecting its satisfaction with accrued fees then due and invoiced expenses of the terms Administrative Agent and the Lenders, including the invoiced fees and expenses of this Agreementcounsel for the Administrative Agent, shall have been paid in full; and (f) The representations An amendment fee equal to 0.125% of the aggregate outstanding Term Advances (after giving effect to the Directory Sale and warranties contained herein the prepayment of the Term Advances in connection therewith) and Revolving Credit Commitments of each Lender that delivers to the Administrative Agent a duly executed counterpart of this Amendment on or before 5:00 p.m., New York City time, on March 1, 2002, shall be true have been paid in full; provided that executed counterparts of this Amendment shall have been received from the Required Lenders and each required Term A Lender on and as of or before the date hereof; provided further that in the event that the Directory Sale is not consummated by May 6, there 2002, the Borrowers shall exist pay to such Lenders on the earlier of (i) May 8, 2002 and (ii) the date hereof, no Event of Default or Default; there shall exist no material adverse change in the financial condition, business operation or prospects termination of the Company or its Subsidiaries since January 3Asset Purchase Agreement, 2000; and an additional amendment fee equal to 0.125% of the Company shall aggregate amount of Term Advances that would have delivered been prepaid with the proceeds of such Directory Sale. The effectiveness of this Amendment is further conditioned upon the accuracy of all of the factual matters described herein. This Amendment is subject to the Noteholder an Officer's Certificate to such effectprovisions of Section 9.01 of the Credit Agreement.

Conditions of Effectiveness. This Amendment shall become effective when, and only when, (a) The Noteholder , the Administrative Agent, on or prior to April 17, 1998, shall have received all counterparts of this Amendment executed by the Borrowers and Lenders that consent to this Amendment representing 100% of the following documents, each Commitments (unless otherwise indicated) being dated the date hereof, in form and substance satisfactory after giving effect to any adjustments to the NoteholderCommitments under Section 2), and Sections 1 and 2 hereof shall become effective when, and only when, on or prior to the Current Maturity Date: (i) the Administrative Agent shall have additionally received (all dated on or as of the same date, which shall be on or prior to the Current Maturity Date): (A) favorable opinions of Reid & Priest LLP and Worsham, Forsythe & Wooldridg▇, ▇.L.P., each to the ▇▇▇▇▇▇ t▇▇▇ ▇▇▇▇ Am▇▇▇▇▇▇▇ ▇▇s been duly authorized, executed originals and delivered by the Borrowers and confirming the opinions of each such counsel furnished pursuant to Section 4.01(a) of the Credit Agreement, with references therein to the Credit Agreement to mean this Amendment and the NotesCredit Agreement, as amended by this Amendment; (iiB) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions certificate of the boards Secretary or Assistant Secretary of directors or other appropriate governing body each Borrower certifying that attached thereto are true and complete copies of (or 1) the resolutions duly adopted by the Board of the appropriate committee thereof) Directors of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and such Borrower authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment by such Borrower and the Notes, certified by the secretary or assistant secretary performance of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to its obligations under the Credit Agreement, as amended hereby, and that such resolutions have not been modified, rescinded on amended and are in full force and effect, and (2) all Governmental Approvals that relate to such Borrower and are required in connection with the execution and delivery of this Amendment by such Borrower and the performance of its obligations under the Credit Agreement, as amended hereby, and that such Governmental Approvals are final, have not been modified, rescinded on amended, are not subject to any pending or threatened appeal and are in full force and effect; and (viiC) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such such other documents, instruments, approvals or opinions documents as the Noteholder may Administrative Agent shall reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (fii) The representations and warranties contained herein shall be true on and as the principal amount of all outstanding Loans made by any Terminating Lender, accrued interest thereon to the date hereofof payment, there shall exist on and all Facility Fees accrued to the date hereofCurrent Maturity Date and payable to any Terminating Lender, no Event of Default or Default; there shall exist no material adverse change in together with any all other amounts payable under the financial conditionCredit Agreement to any Terminating Lender, business operation or prospects of the Company or its Subsidiaries since January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectbeen paid in full.

Conditions of Effectiveness. This First Amendment shall become effective as of the date (such date being referred to as the “First Amendment Effective Date”) when, and only when,, each of the following conditions precedent shall have been satisfied: (a) The Noteholder Administrative Agent shall have received all the following, each dated as of the following documents, each First Amendment Effective Date (unless otherwise indicated) being dated specified), and in such number of copies as the date hereof, in form and substance satisfactory to the NoteholderAdministrative Agent shall have requested: (i) Fully executed originals of each counterparts of this First Amendment from the Borrower, each Lender, and the Notes;Administrative Agent. (ii) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments thereto, and a favorable certificate of good standing, each certified by the appropriate governmental officer in its jurisdictions of incorporation. (iii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing (i) the execution of the First Amendment and (ii) borrowings hereunder by the Borrower in an aggregate amount up to $350,000,000. (iv) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (v) A certificate, signed by the chief financial officer of the Borrower, stating that the conditions specified in Section 4.2(b) and (c) of the Credit Agreement have been satisfied. (vi) A written opinion with respect to this Amendment and of the NotesBorrower’s counsel, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions Lenders substantially in the form delivered at the initial closing of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and. (vii) Any Notes requested by a duly executed Amended and Restated Intercreditor Agreement;Lender pursuant to Section 2.11 of the Credit Agreement payable to the order of each such requesting Lender. (viii) Evidence satisfactory to the Administrative Agent of any required Governmental Approvals or consents regarding this First Amendment. (b) The Company Borrower shall have paid in immediately available funds(i) to ▇▇▇▇▇ Fargo Securities, the nonrefundable amendment fee Administrative Agent and BTMU, for their own respective accounts, on the First Amendment Effective Date, the fees required to be paid under the First Amendment Fee Letter, (ii) to the Noteholder; Administrative Agent, the initial payment of the annual administrative fee described in the Administrative Fee Letter, (ciii) The Company shall have all other fees and reasonable expenses of the Arrangers, the Administrative Agent and the Lenders required to be paid all costs on or prior to the First Amendment Effective Date (including reasonable fees and expenses of counsel to the Administrative Agent) in connection with this First Amendment and (including legal feesiv) incurred by all accrued and unpaid fees and interest due under the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement Credit Agreement and Acceptance Letter dated owing as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectFirst Amendment Effective Date.

Conditions of Effectiveness. This Amendment shall become effective when, and only when, (a) The Noteholder , the Agent shall have received counterparts of this Amendment executed by the Borrowers and all of the Banks, except that Section 1 hereof shall become effective when, and only when, the Agent shall have additionally received all of the following documents, each document (unless otherwise indicated) being dated the date hereofof receipt thereof by the Agent (which date shall be the same for all such documents), in form and substance satisfactory to the NoteholderBanks: (a) Certified copies of (i) executed originals the resolutions of the Board of Directors or Executive Committee of each of Borrower approving this Amendment and the Notes; matters contemplated hereby, (ii) a favorable written opinion all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the Notesmatters contemplated hereby, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions all waivers and amendments with respect to the Junior Debt concerning the matters covered by this Amendment, which shall include an amendment to the Junior Debt documents extending the maturity date thereof to April 15, 1998, and (iv) an executed copy of Amendment No. 4 to Receivables Purchase and Servicing Agreement extending the maturity date of the boards of directors or other appropriate governing body Purchase Agreement to March 31, 1998 and in form and substance satisfactory to the Banks. (or b) A certificate of the appropriate committee thereof) Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the Company certified by its secretary or assistant secretary as officers of the Effective Date, approving and adopting such Borrower authorized to sign this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment documents to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder;be delivered hereunder. (c) The Company shall A favorable opinion of Brob▇▇▇, ▇▇le▇▇▇ & ▇arr▇▇▇▇ ▇▇▇, counsel for the Borrowers, to the effect that this Amendment and each and every other document delivered by any of the Borrowers have paid all costs been duly authorized, executed and expenses (including legal fees) incurred delivered by such Borrowers, and constitute the Noteholder;legal, valid and binding obligations of such Borrowers, enforceable against such Borrowers in accordance with their respective terms, and to such other matters as the Agent may reasonably require. (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request;A certificate signed by a duly authorized officer of each Borrower stating that: (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (fi) The representations and warranties contained herein shall be true in Section 3 hereof are correct on and as of the date hereofof such certificate as though made on and as of such date, there and (ii) After giving effect to the terms of the Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default. (e) Results of a recent field examination by the Banks of the Borrowers' assets, liabilities, books and records that are satisfactory to the Banks in their sole discretion. (f) A 1998 Business Plan (forecasted on a monthly basis). (g) Payment of a $40,000 extension fee to the Agent for the ratable benefit of the Banks, which shall exist be fully earned by the Banks 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectso paid.

Conditions of Effectiveness. This Amendment shall become effective when, and only when, (a) The Noteholder , the Bank shall have received counterparts of this Amendment executed by the Borrowers and the Bank, and Section 1 hereof shall become effective when, and only when, the Bank shall have additionally received all of the following documentsdocuments or items, each document (unless otherwise indicated) being dated the date hereofof receipt thereof by the Bank (which date shall be the same for all such documents), in form and substance satisfactory to the NoteholderBank: (a) Certified copies of (i) executed originals the resolutions of the Board of Directors of each of the Borrowers approving this Amendment and the Notes; matters contemplated hereby and (ii) a favorable written opinion all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel;matters contemplated hereby. (iiib) resolutions A certificate of the boards Secretary or an Assistant Secretary of directors or other appropriate governing body (or each of the appropriate committee thereof) Borrowers certifying the names and true signatures of the Company certified by its secretary or assistant secretary as officers of the Effective Date, approving and adopting Borrower authorized to sign this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment documents to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder;be delivered hereunder. (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated amendment fee equal to $50,000 accruing as of the date hereof from General Electric Capital Corporation reflecting and payable on or before June 30, 1999, and extension fees equal to $20,000 accruing on July 1, 1999, $20,000 accruing on August 1, 1999 and $30,000 accruing on September 1, 1999, with all such extension fees payable in full on or before September 30, 1999. (d) Evidence that Massachusetts Mutual Life Insurance Company and its satisfaction with Affiliates ("Mass Mutual") have agreed to defer the interest payment in the amount of approximately $330,000 payable on the $11,000,000 Subordinated Debt on April 17, 1999 to a date no earlier than July 17, 1999, and further evidence that Mass Mutual has waived any and all covenant defaults existing as of December 31, 1998 in respect of $11,000,000 Subordinated Debt and has amended the financial covenants under the $11,000,000 Subordinated Debt to levels that are, in the opinion of the Bank, no more restrictive than the financial covenants of the Bank as amended pursuant to Section 1(g) of this Amendment, and have consented to the terms of this Agreement; andAmendment and have agreed that no event of default shall exist under the Subordinated Debt Agreements as a result of this Amendment. (e) Acknowledgment copies of amendments to financing statements (UCC-3) duly filed under the Uniform Commercial Code in all jurisdictions necessary or, in the opinion of the Bank desirable to perfect the security interests of the Bank in the collateral granted by the Borrowers to the Bank under the Security Agreement and the other Facility Documents. (f) The representations Acknowledgment by the Borrowers that the Bank will, promptly after the execution and warranties contained herein shall be true on delivery of this Amendment, notify any parties against whom the Borrowers have claims that any and as all proceeds of any tort or contract claims by any of the 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 January 3, 2000; and the Company shall Borrowers against such parties have delivered been assigned to the Noteholder an Officer's Certificate to such effectBank as collateral security for the Loans.

Conditions of Effectiveness. This Amendment shall become effective when, and only when, (a) The Noteholder , the Agent shall have received counterparts of this Amendment duly executed by the Borrowers, the Banks and the Agent, and Section 1 and the Offering Consent hereof shall become effective when, and only when, the Agent shall have additionally (i) received all of the following documents, each document (unless otherwise indicated) being dated the date hereofof receipt thereof by the Agent (which date shall be the same for all such documents), in form and substance satisfactory to the NoteholderAgent and its legal counsel and (ii) have received evidence satisfactory to it of the occurrence of the following non-documentary conditions: (ia) executed originals Amscan Inc., and (v) the amended form of registration statement for the Amscan IPO filed with the SEC on December 12, 1996. (b) 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 Notes; (ii) a favorable written opinion with respect other documents to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder;be delivered hereunder. (c) The Company shall have paid all costs A favorable opinion of Kurz▇▇▇ & ▇ise▇▇▇▇▇, ▇▇unsel for the Borrowers, to the effect that this Amendment has been duly authorized, executed and expenses (including legal feesdelivered by each of the Borrowers and constitutes the legal, valid and binding obligation of each Borrower, enforceable against each Borrower in 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) incurred of the Credit Agreement, with references therein to the Credit Agreement to mean the Credit Agreement as amended by the Noteholder;this Amendment. (d) Such other documentsA schedule of all of the subordinated debt of the Borrowers, instruments, approvals or opinions as calculated on a pro forma basis to take into account the Noteholder may reasonably requestAmscan IPO and the transactions anticipated to be carried out in connection therewith; (e) An original Acknowledgement and Acceptance Letter dated as A schedule of the date hereof from General Electric Capital Corporation reflecting its satisfaction with Subsidiaries and affiliates of each of the terms of this Agreement; andBorrowers; (f) The representations and warranties contained herein shall be true on and as payment of the 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 January 3, 2000; and the Company shall have delivered a $10,000 amendment fee to the Noteholder an Officer's Certificate to such effect.Agent;

Conditions of Effectiveness. This Amendment and Waiver --------------------------- shall become effective as of the date first above written when, and only when, when (ai) The Noteholder the Administrative Agent shall have received counterparts of this Amendment and Waiver executed by the Borrower, the other Credit Parties and the Required Banks or, as to any of the Banks, advice satisfactory to the Administrative Agent that such Bank has executed this Amendment and Waiver and (ii) the Administrative Agent shall have additionally received all of the following documents, each such document (unless otherwise indicatedspecified) being dated the date hereofof receipt thereof by the Administrative Agent (unless otherwise specified), in form and substance satisfactory to the NoteholderAdministrative Agent (unless otherwise specified), and in sufficient copies for each Bank: (a) Certified copies of (i) executed originals the resolutions of the Board of Directors of (A) each of Credit Party approving this Amendment and the Notes; Waiver and (ii) a favorable written opinion all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement;Waiver. (b) The Company shall have paid in immediately available funds, A certificate of the nonrefundable amendment fee Secretary or an Assistant Secretary of each Credit Party certifying the names and true signatures such Credit Party authorized to the Noteholder;sign this Amendment and Waiver. (c) The Company shall have paid all costs and expenses (including legal fees) incurred A certificate signed by a duly authorized officer of the Noteholder;Borrower stating that: (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (fi) The representations and warranties contained herein shall be true in Section 4 are correct on and as of the date hereofof such certificate as though made on and as of such date other than any such representations or warranties that, there shall exist on by their terms, refer to a date other than the date hereofof such certificate; and (ii) No event has occurred and is continuing that constitutes a Default. (d) Detailed consolidated financial projections for the fiscal years ending December 31, no Event 1999, December 31, 2000 and December 31, 2001. This Amendment and Waiver is subject to the provisions of Default or Default; there shall exist no material adverse change in the financial condition, business operation or prospects Section 15.10 of the Company or its Subsidiaries since January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectCredit Agreement.

Conditions of Effectiveness. This Amendment shall become effective whenon the Business Day (the “Fourth Amendment Effective Date”) on which (x) Lender has delivered an executed counterpart of this Amendment to Borrower, and only when, (ay) The Noteholder shall have Lender has received all of the following documents, each (unless otherwise indicated) being dated the date hereof, in form documents and substance satisfactory to the Noteholderpayments: (i) executed originals of each two copies of this Amendment and the Notesexecuted by Borrower; (ii) a favorable written opinion with respect to this Amendment and one copy of the Notes, addressed to the Noteholder and satisfactory to its counselSubstitute Note executed by Borrower; (iii) two copies of a Pledge Amendment, with respect to C&C, executed by Borrower (the “Pledge Amendment”); (iv) two copies of an Assignment of Membership Interest, with respect to C&C, executed by Borrower (the “Assignment”); (v) two copies of a Confirmation of Guarantor Documents executed by Guarantors (the “Confirmation”); (vi) two copies of an acknowledgment of pledge, executed by C&C (the “Acknowledgment”); (vii) a certificate of the Secretary of Borrower, which shall certify (a) the resolutions of the boards managers of directors or other appropriate governing body (or Borrower evidencing approval of this Amendment, the appropriate committee thereof) of Substitute Note, the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Pledge Amendment and the NotesAssignment (collectively, the “Borrower Documents”) and authorizing the execution and delivery thereofof the same; (b) the names and true signatures of the officers of Borrower authorized to sign the Borrower Documents; and (c) that there has been no change to the Organizational Documents of Borrower since December 10, 2016; (ivviii) specimen a certificate of the Secretary of each Guarantor, which shall certify (a) the resolutions of the managers of each Guarantor evidencing approval of the Confirmation and authorizing the execution and delivery of the same; (b) the names and true signatures of the officers or other appropriate representatives executing of such Guarantor authorized to sign the Confirmation; and (c) that there has been no change to the Organizational Documents of such Guarantor since December 10, 2016; (ix) a certificate of the Secretary of C&C, which shall certify (a) the resolutions of the sole member-manager of C&C evidencing approval of the Acknowledgment and authorizing the execution and delivery of the same; (b) the names and true signatures of the officers of C&C authorized to sign the Acknowledgment; (c) the Certificate of Formation of C&C; and (d) the Limited Liability Company Agreement of C&C; and (x) (payment from Borrower of all costs and expenses incurred by Lender in connection with the drafting, negotiation, execution and implementation of this Amendment and the Notes, certified by other documents referred to herein. If and to the secretary or assistant secretary extent Lender has not received at least the requisite number of originals of the Company; documents set forth in clauses (vi) a Compliance Certificate as at May 28, 2000; through (viix) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the date hereof, there shall exist above on the date hereofFourth Amendment Effective Date, no Event of Default or Default; there Borrower shall exist no material adverse change in the financial condition, business operation or prospects of the Company cause such originals to be delivered to Lender or its Subsidiaries since January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectcounsel within three Business Days thereafter.

Conditions of Effectiveness. This The effectiveness of this Amendment shall become effective when, and only when,on the Amendment Effective Date is subject to the Agent’s receipt of each of the following: (a) The Noteholder shall have received all duly executed counterparts of this Amendment from each Credit Party, the Agent, each Existing Lender and each New Lender; (b) a certificate of the following documentssecretary or an assistant secretary of each Credit Party certifying (x) that there have been no changes in the certificate of incorporation or other charter document of such Credit Party, each (unless otherwise indicated) being dated as attached thereto and as certified as of a recent date by the Secretary of State of the jurisdiction of its organization, since the date hereofof the certification thereof by such secretary of state, (y) the by-laws or other applicable organizational document, as attached thereto, of such Credit Party as in form effect on the date of such certification and substance satisfactory to (z) resolutions of the Noteholder: (i) executed originals board of each directors or other governing body of such Credit Party authorizing the execution, delivery and performance of this Amendment and the NotesCredit Agreement (as amended hereby); (iic) a favorable written opinion with respect to this Amendment and good standing certificate for each Credit Party from the Notes, addressed to the Noteholder and satisfactory to Secretary of State of such Credit Party’s jurisdiction of its counselorganization; (iiid) resolutions an opinion of the boards of directors or other appropriate governing body Credit Parties’ counsel, in form, scope and substance reasonably acceptable to the Agent; (or e) payment in full, in immediately available funds, for the account of the appropriate committee thereofExisting Lenders and for the Agent’s own account, as the case may be, of (i) all fees and other amounts due and payable on or prior to the Amendment Effective Date, including, to the extent invoiced at least one (1) Business Day prior to the Amendment Effective Date, reimbursement or payment of all out-of-pocket costs expenses (including Attorney Costs) required to be reimbursed or paid by the Borrower under the Loan Documents and (ii) all accrued and unpaid interest under the Credit Agreement, all accrued and unpaid fees under Section 1.9(b) of the Company certified by its secretary or assistant secretary as Credit Agreement and any amounts due and payable under Section 10.4 of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (viif) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid payment in full, in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and fees described in that certain fee letter dated as of the date hereof, there shall exist on among the date hereofBorrower, no Event of Default or Default; there shall exist no material adverse change in the financial conditionAgent and GE Capital Markets, business operation or prospects of the Company or its Subsidiaries since January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effect.Inc.

Conditions of Effectiveness. This Amendment shall become effective whenas of the first date (the “Amendment Effective Date”) on which, and only when,if, each of the following conditions precedent shall have been satisfied: (a) The Noteholder Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent (x) counterparts of this Amendment executed by the Borrower, the 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 consent attached hereto (the “Consent”) executed by each of the Guarantors. (b) The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, counterparts of each 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, or of the general partner or managing member of such Loan Party, authorized to sign this Amendment and each Loan Document to which it is or is to be a party and 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 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 have received confirmation from DB as administrative agent under the Revolving Credit Agreement that DB is satisfied that all of filings necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement will be made promptly following documents, each the Amendment Effective Date (unless otherwise indicatedit being acknowledged that DB as administrative agent under the Revolving Credit Agreement is performing the diligence with respect to the Collateral and taking the actions necessary or desirable to perfect the security interest therein). (e) being dated the date hereofThe Administrative Agent shall have received, in form and substance satisfactory to the Noteholder: Administrative Agent, (i) executed originals an amendment of each of this Amendment the Revolving Credit Agreement and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed an amendment to the Credit 7 Year Term Loan Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid , in immediately available funds, each case modifying the nonrefundable amendment fee underlying agreement to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with account for the terms of this Agreement; andherein and making certain other corresponding modifications. (f) The representations (i) the fees provided for in Section 10 and warranties contained herein shall be true on and as (ii) all of the date hereof, there shall exist reasonable out-of-pocket expenses of the Administrative Agent (including the reasonable fees and expenses of counsel for the Administrative Agent) due and payable 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 January 3, 2000; and the Company Amendment Effective Date shall have delivered to the Noteholder an Officer's Certificate to such effectbeen paid in full.

Conditions of Effectiveness. This The effectiveness of Section 2 of this Amendment shall become effective when, and only when, (a) The Noteholder shall have received all be subject to Agent’s receipt of the following documents, each (unless otherwise indicated) being dated the date hereof, in form and substance satisfactory to Agent, or, as applicable, the Noteholderfollowing conditions being met: (ia) this Amendment, executed originals of by Agent, each of this Amendment ▇▇▇▇▇▇ and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement▇▇▇▇▇▇▇▇; (b) The Company shall have paid a duly executed certificate of an officer of Borrower certifying and attaching copies of (A) the certificate of formation, certified as of a recent date by the jurisdiction of organization of Borrower and as in immediately available fundseffect as of the Amendment Effective Date; (B) the bylaws, operating agreement or similar governing document of Borrower, as in effect as of the nonrefundable amendment fee to Amendment Effective Date; (C) resolutions of Borrower’s Board evidencing approval of this Amendment, as such resolutions remain in full force and effect as of the NoteholderAmendment Effective Date; and (D) a schedule setting forth the name, title and specimen signature of officers or other authorized signers on behalf of ▇▇▇▇▇▇▇▇; (c) The Company shall have paid all costs a perfection certificate, executed by ▇▇▇▇▇▇▇▇, in form and expenses (including legal fees) incurred by the Noteholdersubstance reasonably satisfactory to Agent; (d) Such a certificate of good standing for Borrower from its jurisdiction of organization; (e) such other documents, instruments, approvals or opinions documents as the Noteholder Agent may reasonably request; (ef) An original Acknowledgement an amended and Acceptance Letter restated pledge agreement, executed by Agent, ▇▇▇▇▇▇▇▇ and acknowledged by ▇▇▇▇▇▇▇▇’s subsidiaries party thereto; (g) evidence, satisfactory to Agent in its sole discretion, of the effectiveness of that certain Collaboration and License Agreement, dated as of September 24, 2021 (the date hereof “Incyte Collaboration Agreement”), by and between Borrower and Incyte Corporation, a Delaware corporation (“Incyte”); (h) evidence, satisfactory to Agent in its sole discretion, that ▇▇▇▇▇▇▇▇ has received the initial license fee from General Electric Capital Corporation reflecting its satisfaction Incyte pursuant to Section 8.1(a) of the Incyte Collaboration Agreement; (i) Borrower shall have paid (i) all invoiced costs and expenses then due in accordance with Section 5(e), and (ii) all other fees, costs and expenses, if any, due and payable as of the terms of this Amendment Effective Date under the Loan Agreement; and (fj) On the Amendment Effective Date, after giving effect to the amendment of the Existing Loan Agreement contemplated hereby: (i) The representations and warranties contained herein in Section 4 shall be true and correct on and as of the date hereofAmendment Effective Date as though made on and as of such date, there shall except to the extent such representations and warranties expressly relate to an earlier date, after giving effect in all cases to any standard(s) of materiality contained in the Agreement as to such representations and warranties; and (ii) There exist on the date hereof, no Event Events of Default or events that with the passage of time would result in an Event of Default; there shall exist no material adverse change in the financial condition, business operation or prospects of the Company or its Subsidiaries since January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effect.

Conditions of Effectiveness. This The effectiveness of this Amendment shall become effective when, and only when,(the “Amendment No. 1 Effective Date”) is subject to the satisfaction of the following conditions precedent: (a) The Noteholder Administrative Agent shall have received all counterparts 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 duly executed by the Company, the Subsidiary Guarantors, the Lenders, the Issuing Bank, the Swingline Lender, the Collateral Agent and the Notes; Administrative Agent and (ii) a the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors. (b) The Administrative Agent shall have received favorable written opinion with respect to this Amendment and the Notes, opinions (addressed to the Noteholder Administrative Agent and satisfactory to its counsel; the Lenders and dated the Amendment No. 1 Effective Date) of (iiia) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel of the Company certified and (b) ▇▇▇▇▇▇ & Whitney LLP, U.S. counsel to the Loan Parties, in each case, covering such other matters relating to the Loan Parties, the Loan Documents and this Amendment as the Administrative Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions. (c) The Administrative Agent shall have received (i) a certificate signed by its secretary the President, a Vice President or assistant secretary as a Financial Officer of the Company certifying that, after giving effect to this Amendment, the Company is in compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement and (ii) documents consistent with those delivered on the Effective Date, approving Date of the Credit Agreement as to the corporate power and adopting authority of the Company in respect of the Credit Agreement after giving effect to this Amendment and the Notes, and authorizing the execution and delivery thereof;Amendment. (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (bd) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder;Administrative Agent, for the account of each Lender which delivers its executed signature page hereto by such time as is requested by the Administrative Agent, an extension fee in an amount equal to the amount previously disclosed to the Lenders. (ce) The Company shall have paid all costs fees and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting Administrative Agent and its satisfaction affiliates (including, to the extent invoiced, reasonable attorneys’ fees and expenses) in connection with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; Amendment and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectother Loan Documents.

Conditions of Effectiveness. This Amendment shall become effective when, and only when,The following constitute conditions precedent to the effectiveness of this Amendment: (a) The Noteholder shall have received all of the following documents, each (unless otherwise indicated) being dated the date hereof, in form Execution and substance satisfactory to the Noteholder: (i) executed originals of each delivery of this Amendment by AFL, the General Partner and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor AgreementLiquidity Agent; (b) The Company Liquidity Agent and AFL shall have paid received as of the date hereof a copy of the written confirmation delivered to AFL by each of S&P and Mood▇'▇ ▇▇ the effect that this Amendment will not result in immediately available funds, the nonrefundable amendment fee to downgrading or withdrawal of the Noteholderthen current ratings of the Commercial Paper Notes; (c) The Company Each Liquidity Lender and the Credit Enhancer shall each have paid all costs and expenses (including legal fees) incurred delivered written consent to this Amendment evidenced by the Noteholdertheir execution of ANNEX A hereto; (d) Such other documentsAFL shall have delivered prior written notice of this Amendment to the Rating Agencies, instrumentsthe Depositary, approvals or opinions as the Noteholder may reasonably requestAgent, the Liquidity Agent and each Dealer; (e) An original Acknowledgement AFL shall have delivered a fully executed copy of this Amendment to the Rating Agencies, the Depositary, the Agent, the Liquidity Agent and Acceptance Letter dated each Dealer; (f) The Liquidity Agent shall have received (i) from AFL evidence that all necessary partnership action has been taken to authorize the execution, delivery and performance of this Amendment and (ii) from the General Partner (x) a copy of the resolutions of its Board of Directors, certified as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with by the terms Secretary thereof, authorizing the execution, delivery and performance of this AgreementAmendment and (y) an incumbency certificate thereof with respect to its officers, agents or other representatives authorized to execute this Amendment; and (fg) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company Liquidity Agent shall have delivered received an Opinion of Counsel to AFL to the Noteholder an Officer's Certificate effect that this Amendment has been duly authorized, executed and delivered and is the legal, valid and binding obligation of AFL, enforceable against it in accordance with its terms, subject to such effectthe exceptions set forth therein.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written when, and only when,, the following conditions have been satisfied: (a) The Noteholder the Agent shall have received all counterparts of this Amendment executed by the Company, the Majority Lenders, the Extending Lenders, and/or, as to any such Majority Lender and Extending Lender, advice satisfactory to the Agent that such Lender has executed this Amendment; (b) the Agent shall have received a certificate of the following documents, each (unless otherwise indicated) being dated Secretary or Assistant Secretary of the date hereofCompany, in form and substance satisfactory to the Noteholder: Agent, which certificate shall (i) executed originals certify as to the incumbency and signature of each the officers of the Company executing this Amendment (with the President, a Vice President, the Secretary or Assistant Secretary of the Company attesting to the incumbency and signature of the Notes; Secretary or Assistant Secretary providing such certificate), (ii) have attached to it a favorable written opinion with respect to 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 Amendment Amendment, and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary certify that, as of the Effective Datedate of such certificate (which shall not be earlier than the date hereof), approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures none of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company such resolutions shall have paid in immediately available fundsbeen amended, the nonrefundable amendment fee to the Noteholdersupplemented, modified, revoked or rescinded; (c) The Company shall have paid all costs each Guarantor has executed and expenses (including legal fees) incurred by delivered a consent in the Noteholderform of Annex A hereto; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request;Agent shall have received an amendment fee for the account of each Extending Lender that has executed and delivered a signature page to this Amendment in an amount equal to 0.25% of the aggregate principal amount of such Extending Lender’s Loans; and (e) An original Acknowledgement all other fees and Acceptance Letter dated as expenses of the date hereof from General Electric Capital Corporation reflecting its satisfaction with Agent and the terms Lenders (including (i) all reasonable fees and expenses of this Agreement; and counsel to the Agent and (fii) The representations all retainers for counsel to the Agent and warranties contained herein shall be true on and as of advisor to the Agent), to the extent invoiced prior to the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectbeen paid.

Conditions of Effectiveness. This Amendment shall become effective when, and only when,The effectiveness of this Agreement is subject to satisfaction of the following conditions precedent: (a) The Noteholder shall have received all Administrative Agent’s receipt of the following documentsfollowing, each of which shall be originals or electronic copies (followed promptly by originals) unless otherwise indicatedspecified, each properly WEIL:\98235875\14\35899.0561DOCPROPERTY DOCXDOCID DMS=IMANAGE FORMAT=<<LIB>>\<<NUM>>\<<VER>>\<<CLT>>.<<MTR>>WEIL\100652005\11\35899.0663 executed by a duly authorized officer of the applicable signing Loan Party, each dated as of the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) being dated the date hereof, and each in form and substance reasonably satisfactory to the NoteholderAdministrative Agent: (i) executed originals of each counterparts of this Amendment Agreement executed by the Administrative Agent, each Lender and the Noteseach Loan Party; (ii) each Note executed by the Borrowers in favor of each Lender requesting a favorable written opinion with respect to this Amendment and the Note or Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; (vii) a certificate of each Loan Party, dated as of the boards Effective Date and executed by a secretary, assistant secretary or other senior officer (as the case 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, partners, managers, members, board of directors, board of managers or other governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrowers, the 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 signatures of the officers, managers, directors or other appropriate governing body authorized signatories of such Loan Party authorized to sign the Loan Documents to which it is a party on the 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 the appropriate committee association or other equivalent thereof) of the Company such Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its secretary by-laws or assistant secretary operating, management, partnership or similar agreement and (y) that such documents or agreements have not been amended, restated, amended and restated, supplemented or otherwise modified (except as otherwise attached to such certificate and certified therein as being the only amendments, restatements, amendments and restatements, supplements or modifications thereto as of such date) and (ii) a good standing (or equivalent) certificate as of a recent date for such Loan Party from (A) its jurisdiction of organization and (B) in each jurisdiction in which it is qualified to engage in business where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except, in the case of this clause (B), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viii) a certificate of a duly authorized officer of each Loan Party either stating that all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been received and are in full force and effect or stating that no such consents, licenses or approvals are so required in connection with the consummation by such Loan Party of the Transactions; (ix) a certificate signed by a Responsible Officer of Holdings certifying that the conditions set forth in Section 4.01(f), (h) and (i) have been satisfied as of such date; WEIL:\98235875\14\35899.0561DOCPROPERTY DOCXDOCID DMS=IMANAGE FORMAT=<<LIB>>\<<NUM>>\<<VER>>\<<CLT>>.<<MTR>>WEIL\100652005\11\35899.0663 (x) a solvency certificate, substantially in the form of Exhibit L from a Responsible Officer of Holdings (or, at the option of Holdings, a customary third-party opinion as to the solvency of Holdings and its Subsidiaries, on a consolidated basis); (xi) a Borrowing Base Certificate covering the Borrowing Base as of October 31, 2021, with customary supporting documentation; (xii) [Reserved]; and (xiii) the executed opinion of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Lenders and the L/C Issuer, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request. (b) (i) Any fees required to be paid on or before the Effective Date to the Administrative Agent, anythe Arranger or the Lenders pursuant to the Fee Letter shall have been paid and (ii) any costs and expenses required to be paid on or before the Effective Date to the Administrative Agent, anythe Arranger or the Lenders to the extent invoices have been received by Holdings at least two Business Days prior to the Effective Date (or such later date as reasonably agreed by Holdings) shall have been paid. (c) [Reserved]. (d) [Reserved]. (e) [Reserved]. (f) On the Effective Date, neither Holdings nor any of its Subsidiaries shall have any material Indebtedness for borrowed money (other than any Loans and Letters of Credit outstanding on the Effective Date), purchase money Indebtedness, Capital Lease Obligations, working capital facilities for Foreign Subsidiaries, other Indebtedness incurred in the ordinary course of business, and other Indebtedness permitted pursuant to Section 7.02. (g) [Reserved]. (h) The representations and warranties of each Loan Party and its Subsidiaries contained in this Agreement and each other Loan Document, shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment except to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The extent that such representations and warranties contained herein specifically refer to an earlier date, in which case they shall be true on and correct in all material respects as of the date hereof, there shall exist on the date hereof, no such earlier date. (i) No Default or Event of Default shall have occurred and be continuing, or Default; there shall exist no material adverse change in would result from, the financial condition, business operation or prospects consummation of the Company or its Subsidiaries since January 3, 2000; Transactions (including any Credit Extension to be made on the Effective Date and the Company application of the proceeds thereof). (j) [Reserved]. (k) [Reserved]. (l) The Administrative Agent shall have delivered received, at least 3 Business Days prior to the Noteholder an Officer's Certificate Effective Date, all documentation and other information required by bank regulatory authorities under WEIL:\98235875\14\35899.0561DOCPROPERTY DOCXDOCID DMS=IMANAGE FORMAT=<<LIB>>\<<NUM>>\<<VER>>\<<CLT>>.<<MTR>>WEIL\100652005\11\35899.0663 applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, to the extent requested by the Administrative Agent or any Lender at least 10 Business Days prior to the Effective Date. (m) No later than three Business Days prior to the Effective Date, the Administrative Agent and Lenders shall have received a Beneficial Ownership Certification in relation to each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. 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 accepted or to be satisfied with, each document or other matter required under any Loan Document to be consented to or approved by or acceptable or satisfactory to such effectLender, unless the Administrative Agent shall have received written notice from such Lender prior to the Effective Date specifying its objection thereto.

Conditions of Effectiveness. This Amendment shall become effective whenas of the Effective Date once each of the following conditions has been satisfied or waived by Purchaser in writing: 4.1 This Amendment shall have been duly executed and delivered by the Companies and the Purchaser. 4.2 Purchaser shall have received the following, each in form and only when,substance satisfactory to Purchaser: (a) The Noteholder shall have received Copies of all of resolutions, consents, authorizations and approvals required in connection with the following execution, delivery and performance by the Companies of, or the validity and enforceability of, this Amendment and all other documents, each instruments and agreements anticipated hereby or executed in connection herewith; (unless otherwise indicatedb) being dated Executed copies of consents to this Amendment and the date hereofPrescotech Acquisition executed by the Senior Lender, in form and substance satisfactory to the Noteholder: Purchaser (i) executed originals of each of this Amendment and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of extent not satisfactorily addressed in the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the NoteholderSenior Debt Amendment); (c) The Company shall have paid all costs Executed copies of the Senior Debt Amendment and expenses (including legal fees) incurred by the Noteholderagreements, documents and instruments executed in connection therewith or contemplated thereby, in form and substance acceptable to the Purchaser, together with an executed certificate of the President and Chief Executive Officer of Unique Fabricating certifying that such copies are true, correct and complete; (d) Such other documentsExecuted copies of the Prescotech Acquisition Documents, instrumentsin form and substance acceptable to the Purchaser, approvals or opinions as together with an executed certificate of the Noteholder may reasonably requestPresident and Chief Executive Officer of Unique Fabricating certifying that such copies are true, correct and complete; (e) An original Acknowledgement The Allonge executed by the Companies and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; andUnique-Presco, in form and substance acceptable to Purchaser; (f) A Joinder Agreement executed by Unique-Presco, in form and substance acceptable to Purchaser; (g) The representations First Amendment to Stock Purchase Agreement executed by Unique Acquisition, in form and warranties contained herein shall be true on substance acceptable to Purchaser; (h) The First Amendment to Pledge and as Security Agreement and Irrevocable Proxy executed by Unique Fabricating, in form and substance acceptable to Purchaser; (i) The Security Agreement executed by Unique-Presco, in form and substance acceptable to Purchaser; (j) The Warrant to purchase 9,744 shares of the date hereofcommon stock of Unique Acquisition, there shall exist executed by Unique Acquisition for the benefit of Purchaser, in form and substance acceptable to Purchaser; (k) The First Amendment to Subordination and Intercreditor Agreement executed by the Senior Lender, in form and substance acceptable to Purchaser; (l) The Acknowledgment and Consent of Subordinated Creditor, executed by Taglich Private Equity, LLC, in form and substance acceptable to Purchaser; (m) An executed opinion of counsel to the Companies and Unique-Presco, in form and substance acceptable to Purchaser; (n) Payment of the origination points due 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 increased amount of the Company Senior Subordinated Note (i.e., $1,500,000), pursuant to Section 1.3(a) of the Note Purchase Agreement. 4.3 The Purchaser shall have received such other information, documents, agreements, commitments and undertakings as the Purchaser or its Subsidiaries since January 3the Purchaser's counsel may reasonably request. 4.4 The Companies shall have paid the reasonable fees and expenses of legal counsel to the Purchaser incurred in connection with this Amendment, 2000; together with all past due fees and expenses of Purchaser's counsel in connection with the Note Purchase Agreement and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectOther Agreements.

Conditions of Effectiveness. This The effectiveness of this Amendment shall become (the date on which this amendment becomes effective whenis 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 only when, (a) The Noteholder shall have received all the obligation of each Participant to purchase its participation therein, is subject to receipt by Servicer of each of the following documents, each (unless otherwise indicated) being dated the date hereof, in form and substance satisfactory to Servicer and each of the NoteholderParticipants: (a) a fee in the amount of $45,000 in immediately available funds, which the Sponsor agrees to pay on the date hereof; (b) from each of the parties hereto a duly executed counterpart of this Amendment; (c) a certificate of Sponsor, dated as of the date hereof, signed by the Secretary or Assistant Secretary of Sponsor, (i) executed originals certifying as to names and true signatures of each 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 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 Notescertificates referred to herein; (iid) a 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 with respect of Kilp▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP, counsel for Sponsor and Guarantors, in form satisfactory to Servicer and each Participant and covering such matters relating to the transactions contemplated by this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counselas Servicer may reasonably request; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vif) a duly executed amendment to the Credit Servicing Agreement; and (viig) in addition, each of the Participants shall have received a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, Participation Certificate from the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectServicer.

Conditions of Effectiveness. This Amendment Agreement shall become effective when, and only when, when (ai) The Noteholder the Administrative Agent shall have received counterparts of this Agreement executed by the Borrower and all Lenders party hereto, (ii) the Administrative Agent shall have received the fees provided to be paid pursuant to the Fee Letter and (iii) the Administrative Agent shall have received each of the following items (with all documents required below, except as otherwise specified, to be dated the Closing Date, which date shall be the same for all such documents, and each (unless otherwise indicated) being dated the date hereof, of such documents to be in form and substance satisfactory to the NoteholderAdministrative Agent, to be fully and properly executed by all parties thereto, and (except for the Notes) to be in sufficient copies for each Lender), and the conditions specified below shall have been satisfied: (ia) executed originals A Facility A Note payable to the order of the Administrative Agent and a Facility A Note payable to the order of each Facility A Lender that shall have requested a Facility A Note in accordance with this Agreement; a Facility B Revolver Note and a Facility B Term Note payable to the order of the Administrative Agent and a Facility B Revolver Note and Facility B Term Note payable to the order of each of the Facility B Lenders that shall have requested such Notes in accordance with this Amendment and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement;. (b) The Company shall have paid From each Subsidiary of the Borrower (except for the Mortgage Banking Subsidiaries and the Subsidiaries listed in immediately available fundsSchedule VII hereto), a Guaranty executed and delivered as of the nonrefundable amendment fee Closing Date or, if such Subsidiary has heretofore executed and delivered a Guaranty pursuant to the Noteholder;Original Credit Agreement or the Existing Credit Agreement, a written instrument executed by such Guarantor ratifying such Guaranties. (c) The Company favorable written opinions addressed to the Lenders, and in form and substance satisfactory to the Administrative Agent, from (i) Bilzin ▇▇▇▇▇▇▇ ▇▇▇▇▇ Price & ▇▇▇▇▇▇▇, LLP (counsel to the Borrower), with respect to (A) Borrower and (B) any other Loan Parties (other than those (if any) that are Subsidiaries of New U.S. Home) that are incorporated or formed under Florida, Delaware or New York law and that deliver a Guaranty on the Closing Date, which opinion shall have paid all costs be substantially in the form delivered pursuant to the Existing Credit Agreement but which shall be limited to this Agreement and expenses the Notes and Guaranties delivered on the Closing Date hereunder and (including legal feesii) incurred by (if applicable) from ▇▇▇▇▇▇ ▇▇▇▇ (Executive Director- Legal, of New U.S. Home) substantially in the Noteholder; form delivered pursuant to the Existing Credit Agreement but only with respect to the Subsidiaries of New U.S. Home (dif any) Such other documents, instruments, approvals or that deliver Guaranties on the Closing Date hereunder. The Borrower hereby instructs such counsel to prepare their opinions as and deliver such opinions to the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as Lenders for the benefit of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations Lenders, and warranties contained herein such opinions shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate contain a statement to such effect.

Conditions of Effectiveness. This Amendment The obligations of the Lenders to make Loans (or to purchase participations in Swingline Loans) and of the Issuing Banks to issue Letters of Credit hereunder shall become effective when, and only when,on the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.02): (a) The Noteholder Administrative Agent (or its counsel) shall have received all from each party hereto a counterpart of this Agreement signed on behalf of such party (which, subject to Section 10.06(b), may include any Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page). (b) The Administrative Agent shall have received reasonably satisfactory written opinions (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of New York counsel for the Credit Parties, covering such matters as the Required Lenders shall reasonably request. The Credit Parties hereby request such counsel to deliver such opinion. (c) The 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 good standing of the following documentsCredit Parties, each (unless otherwise indicated) being dated the date hereofauthorization of the Transactions and any other legal matters relating to the Credit Parties, this Agreement or the Transactions, all in form and substance satisfactory to the NoteholderAdministrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of each Credit Party, stating that: (i) executed originals of each of this Amendment and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true in Article III of this Agreement are correct on and as of the date hereofClosing Date; and (ii) no event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, there 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 exist on have been obtained and be in full force and effect. (i) The Administrative Agent shall have received, at least three days prior to the date hereofClosing Date, no Event of Default or Default; there shall exist no material adverse change all documentation and other information regarding the Borrower requested in connection with applicable "know your customer" and anti-money FOURTH AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT – Page 71 laundering rules and regulations, including the financial conditionPatriot Act, business operation or prospects to the extent requested in writing of the Company or Borrower at 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 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 Subsidiaries since January 3signature page to this Agreement, 2000; the condition set forth in this clause (ii) shall be deemed to be satisfied). The Administrative Agent shall notify the Borrower and the Company Lenders of the Closing Date, and such notice shall be conclusive and binding. Without limiting the generality of 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 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 Lender unless the Administrative Agent shall have delivered received notice from such Lender prior to the Noteholder an Officer's Certificate to such effectproposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This The effectiveness of this Amendment shall become effective when, and only when, is subject to the conditions precedent that (ai) The Noteholder the Agent shall have received all counterparts of this Amendment duly executed by the following documentsBorrower, each the Lenders and the Agent and the Consent attached hereto duly executed by the Guarantors, (unless otherwise indicatedii) being dated amendments to the date hereofNote Agreements, the Receivables Purchase Documents and the lease agreements evidencing the Fleet Lease Transaction shall have been executed and delivered by the parties thereto and become effective, which amendments shall be in form and substance satisfactory acceptable to the Noteholder: Agent and its counsel, (iiii) executed originals subject to the amendment set forth in Section 1(f) hereof, the Borrower shall have paid to the Agent, for the ratable account of each Lender, an amendment fee in an amount equal to 0.625% of such Lender's Revolving Loan Commitment and Term Credit (each as calculated on the Second Amendment Effective Date), (iv) the Agent shall have received, for the ratable account of each Lender, the aggregate amount of unpaid interest on the relevant Obligations, accrued for the period from February 27, 2003 up to and including the Second Amendment Effective Date, including without limitation an amount equal to the excess of (A) the amount that would have been payable on the relevant Obligations as a result of the effectiveness, as of February 27, 2003, of the 0.50% increase in the Applicable Margin, Applicable Letter of Credit Fee and Applicable Revolving Loan Commitment Fee and the implementation of the Additional Spread, in each case pursuant hereto minus (B) the amount of interest actually paid thereon for such period and (v) the Agent shall have received reimbursement in full of the Agent's legal and other advisory fees and expenses it has heretofore incurred in connection with the preparation, negotiation, execution and delivery of this Amendment and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effecttransactions contemplated hereby.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written when, and only when,, each of the following conditions shall have been satisfied (the “Amendment No. 1 Effective Date”): (a) The Noteholder Agent shall have received all counterparts of this Amendment executed by the Borrower and the Lenders or, as to any of the following documentsLenders, advice satisfactory to the Agent that such Lender has executed this Amendment and the consent attached hereto (the “Consent”) executed by each Guarantor and Grantor. (unless otherwise indicatedb) being dated The Agent shall have received a certificate of the date hereofSecretary or Assistant Secretary of the Borrower, in form and substance satisfactory to the NoteholderAdministrative Agent, which certificate shall (i) certify as to the incumbency and signature of the officers of the Borrower executing this Amendment, (ii) have attached to it a true and correct copy of the resolutions of the Board of Directors of the Borrower, which resolutions shall authorize the execution, delivery and performance of this Amendment 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. (c) The Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor and Grantor certifying the names and true signatures of the officers of the Borrower, the Guarantors and the Grantors authorized to sign this Amendment and the Consent and the other documents to be delivered hereunder. (d) A certificate signed by a duly authorized officer of the Borrower stating that: (i) executed originals of each of this Amendment and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be in Article V of the Credit Agreement and each other Loan Document is true and correct in all material respects on and as of the date hereof, there as if made on and as of such date, except to the extent that such representations and warranties relate to a specific date, in which case such representations and warranties shall exist on the date hereofbe true and correct in all material respects as of such specific date; provided, no Event of Default or Default; there shall exist no material adverse change however, that references in the financial conditionCredit Agreement to “this Agreement” and references in each other Loan Document to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended hereby; and (ii) no event has occurred and is continuing that constitutes a Default. (e) The Borrower shall have paid to the Administrative Agent, business operation or prospects for the account of each Lender in accordance with its Pro Rata Share, a nonrefundable fee equal to 0.50% in respect of such Lender’s Revolving Credit Commitment. (f) The Borrower shall have paid all fees and expenses of the Company or its Subsidiaries since January 3, 2000; Administrative Agent and the Company shall have delivered Lenders (including all reasonable fees and out-of-pocket costs and expenses of legal counsel to the Noteholder an Officer's Certificate to such effectAdministrative Agent).

Conditions of Effectiveness. This First Amendment shall become effective as of the date (such date being referred to as the “First Amendment Effective Date”) when, and only when,, each of the following conditions precedent shall have been satisfied: (a) The Noteholder Administrative Agent shall have received all the following, each dated as of the following documents, each First Amendment Effective Date (unless otherwise indicated) being dated specified), and in such number of copies as the date hereof, in form and substance satisfactory to the NoteholderAdministrative Agent shall have requested: (i) Fully executed originals of each counterparts of this First Amendment from the Borrower, each Lender, and the Notes;Administrative Agent. (ii) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments thereto, and a favorable certificate of good standing, each certified by the appropriate governmental officer in its jurisdictions of incorporation. (iii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing (i) the execution of the First Amendment and (ii) borrowings hereunder by the Borrower in an aggregate amount up to $450,000,000. (iv) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (v) A certificate, signed by the chief financial officer of the Borrower, stating that the conditions specified in Section 4.2(b) and (c) of the Credit Agreement have been satisfied. (vi) A written opinion with respect to this Amendment and of the NotesBorrower’s counsel, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions Lenders substantially in the form delivered at the initial closing of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and. (vii) Any Notes requested by a duly executed Amended and Restated Intercreditor Agreement;Lender pursuant to Section 2.11 of the Credit Agreement payable to the order of each such requesting Lender. (viii) Evidence satisfactory to the Administrative Agent of any required Governmental Approvals or consents regarding this First Amendment. (b) The Company Borrower shall have paid in immediately available funds(i) to ▇▇▇▇▇ Fargo Securities, the nonrefundable amendment fee Administrative Agent and BTMU, for their own respective accounts, on the First Amendment Effective Date, the fees required to be paid under the First Amendment Fee Letter, (ii) to the Noteholder; Administrative Agent, the initial payment of the annual administrative fee described in the Administrative Fee Letter, (ciii) The Company shall have all other fees and reasonable expenses of the Arrangers, the Administrative Agent and the Lenders required to be paid all costs on or prior to the First Amendment Effective Date (including reasonable fees and expenses of counsel to the Administrative Agent) in connection with this First Amendment and (including legal feesiv) incurred by all accrued and unpaid fees and interest due under the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement Credit Agreement and Acceptance Letter dated owing as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectFirst Amendment Effective Date.

Conditions of Effectiveness. This Amendment shall become effective whenas of the date hereof (the "Effective Date") if on or before the date hereof the Agent shall have received (i) counterparts of this Amendment executed by the Borrower and the Requisite Lenders or, and only when, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment; (ii) evidence that (a) The Noteholder shall all fees due under the letter dated March 10, 1999 between the Agent and the Borrower have received been paid, (b) the Borrower has paid to the Agent, for the account of the Lenders executing and delivering this Amendment on or prior to the date hereof, a consent fee due under the letter dated March 11, 1999 between the Agent and the Borrower, which amount will be distributed ratably to such Lenders as provided in such letter and (c) the Borrower has paid all fees due under Section 8.04 of the Credit Agreement and (iii) all of the following documents, each (unless otherwise indicated) being dated the date hereof, such document in form and substance satisfactory to the NoteholderAgent and in sufficient copies for each Lender: (a) Certified copies of (i) executed originals the resolutions of each (A) the Finance Committee of the Board of Directors of the Borrower approving this Amendment and the Notes; matters contemplated hereby and (B) the Board of Directors of each other Loan Party evidencing approval of the Consent and the matters contemplated thereby and (ii) a favorable written opinion all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the Notes, addressed to Consent and the Noteholder matters contemplated hereby and satisfactory to its counsel;thereby. (iiib) resolutions A certificate of the boards of directors Secretary or other appropriate governing body (or an Assistant Secretary of the appropriate committee thereof) Borrower and each other Loan Party certifying the names and true signatures of the Company certified by its secretary or assistant secretary as officers of the Effective Date, approving Borrower and adopting such other Loan Party authorized to sign this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment Consent and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment other documents to the Credit Agreement; and (vii) a duly executed Amended be delivered hereunder and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder;thereunder. (c) The Company shall have paid all costs and expenses Counterparts of the Consent appended hereto (including legal fees) incurred the "Consent"), executed by each of the Noteholder;Loan Parties (other than the Borrower). (d) Such other documentsA certificate from an Authorized Officer of the Borrower that (i) the representations and warranties contained in Section 4 of this Amendment, instrumentsin Article IV of the Credit Agreement and in Article III of the Pledge and Security Agreements are correct on and as of such date as though made on and as of such date and (ii) no event has occurred and is continuing, approvals or opinions as would result from such extension of credit or from the Noteholder may reasonably request;application of the proceeds therefrom, which constitutes an Event of Default or a Potential Default. (e) An original Acknowledgement and Acceptance Letter dated as A favorable opinion of LeBoeuf, Lamb, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., counsel for the date hereof from General Electric Capital Corporation reflecting its satisfaction with Borrower, substantially in the terms form of this Agreement; and (f) The representations and warranties contained herein shall be true on Exhibit A hereto and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectother matters as any Lender through the Agent may reasonably request.

Conditions of Effectiveness. This Amendment 3.1 The amendments set forth in ARTICLE I and the assignment and assumptions set forth in ARTICLE II shall become effective as of the date (the “Amendment Effective Date”) when, and only when,, each of the following conditions precedent shall have been satisfied: (a) The Noteholder Administrative Agent shall have received all an executed counterpart of the following documents, each (unless otherwise indicated) being dated the date hereof, in form and substance satisfactory to the Noteholder: this Amendment from (i) executed originals of each of this Amendment and the Notes; Borrowers, (ii) a favorable written opinion each Selling Lender and each Increasing Lender and such additional Lenders as are required, together with respect to this Amendment the Selling Lenders and the NotesIncreasing Lenders, addressed to constitute the Noteholder Required Lenders and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreementeach New Lender; (b) The Company Parent Borrower shall have paid in immediately available funds(i) to each of W▇▇▇▇ Fargo Securities, LLC and M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, the nonrefundable amendment fee fees required under the Joint Fee Letter (as defined below) to be paid to each of them on the Amendment Effective Date, in the amounts due and payable on the Amendment Effective Date as required by the terms thereof, and (ii) to each applicable Lender and New Lender, the fees required under the Joint Fee Letter (as defined below) to be paid to each of them on the Amendment Effective Date, in the amounts due and payable on the Amendment Effective Date as required by the terms thereof. The “Joint Fee Letter” means that certain letter from W▇▇▇▇ Fargo, W▇▇▇▇ Fargo Securities, LLC, BofA and M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred Parent Borrower, dated October 29, 2015, relating to certain fees payable by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as Parent Borrower in respect of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of transactions contemplated by this AgreementAmendment; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effect.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written when, and only when, , (aA) The Noteholder the Program Agent shall have received counterparts of this Amendment executed by all the parties hereto; (B) each of the conditions of effectiveness set forth in Section 2 of the Amendment to the Supplement shall have either been fulfilled or waived in accordance with the terms thereof; (C) each of the conditions of effectiveness set forth in Section 3 of the Waiver to Pooling and Servicing Agreement shall have either been fulfilled or waived in accordance with the terms thereof; (D) each of the conditions precedent set forth in Sections 4.02 and 4.03 of the Certificate Purchase Agreement with respect to an Increase (if an Increase shall occur on such date) shall have either been fulfilled or waived in accordance with the terms thereof; and (E) the Program Agent and the Trustee shall have received all of the following documents, each dated as of the date hereof (unless otherwise indicated) being dated specified by the date hereofProgram Agent), in form and substance satisfactory to the Noteholder:Program Agent (unless otherwise specified) and in sufficient copies as indicated by the Program Agent. (ia) Counterparts of the Consent appended hereto (hereinafter referred to as the "CONSENT", and together with this Amendment, the Amendment to the Supplement and the Waiver to Pooling and Servicing Agreement, hereinafter collectively referred to as the "AMENDMENT DOCUMENTS" and, individually, as an "AMENDMENT DOCUMENT") executed originals of each of this Amendment and by the Notes;Parent. (iib) a favorable written opinion with respect to this Amendment and A consent by CITICORP USA, INC., as Bank Agent for the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment lenders party to the Credit Agreement; and (vii) a duly executed Amended , in form and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee substance satisfactory to the Noteholder;Program Agent, with respect to the transactions contemplated by the Amendment Documents. (c) The Company shall have paid Certified copies of the resolutions of the Board of Directors of the Parent, the Servicer and the Seller approving each Amendment Document to which it is or is to be a party, and of all costs documents evidencing other necessary corporate action and expenses (including legal fees) incurred by the Noteholder;governmental and other third party approvals and consents, if any, with respect to each Amendment Document. (d) Such other documentsA copy of a certificate of the Secretary of State of the jurisdiction of its incorporation, instrumentsdated reasonably near the date hereof, approvals or opinions as certifying that each of the Noteholder may reasonably request;Parent, the Servicer and the Seller is in good standing under the laws of the jurisdiction of its incorporation. (e) An original Acknowledgement A certificate of the Parent, the Servicer and Acceptance Letter the Seller, signed on behalf of the Parent, the Servicer and Seller, respectively, by its President or a Vice President, dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with (the terms of this Agreement; and (f) The representations and warranties contained herein statements made in which certificate shall be true on and as of the date hereof), there shall exist certifying as to (A) the absence of any amendments to its charter since the last date of delivery thereof pursuant to the Transaction Documents, (B) a true and correct copy of its bylaws (and all amendments thereto) as in effect on the date hereof, no Event (C) its due incorporation and good standing as a corporation organized under the laws of Default the jurisdiction of its incorporation and the absence of any proceeding for its dissolution or Default; there shall exist no material adverse change liquidation, (D) the truth of its representations and warranties contained in the financial condition, business operation or prospects Transaction Documents as though made on and as of the Company date hereof and (E) the absence of any event occurring and continuing, or its Subsidiaries since January 3resulting from the transactions contemplated by the Amendment Documents,that constitutes, 2000; or with notice or the lapse of time would constitute, an Early Amortization Event or a Termination Event (as defined in the Purchase Agreements). (f) A certificate of the Secretary or an Assistant Secretary (or, in the case of the Trustee, an Assistant Treasurer) of the Parent, the Servicer, the Seller and the Company Trustee certifying the names and true signatures of the officers of the Parent, the Servicer, the Seller and the Trustee, respectively, authorized to sign the Amendment Documents to which such Person is a party and any other documents contemplated hereunder or thereunder, and appropriately evidencing the incumbency of such officers and such Secretary or Assistant Secretary. (g) A certificate of the Trustee,signed on its behalf by a Vice President, an Assistant Vice President, an Assistant Treasurer or an Assistant Secretary, dated the date hereof (the statements made in which certificate shall have delivered be true on and as of the date hereof), certifying as to (A) a true and correct copy of its bylaws (and all amendments thereto) as in effect on the date hereof and (B) the due authentication of any Class A Certificates issued pursuant to the Noteholder transactions contemplated by the Amendment Documents. (h) A favorable opinion of Jone▇, ▇▇y, Reav▇▇ & ▇ogu▇, ▇▇unsel for the Parent, the Servicer and the Seller, in form and substance satisfactory to the Program Agent which shall include, without limitation, (A) an Officer's opinion as to enforceability of the Amendment Documents and (B) a general corporate opinion. (A) An executed Notice of Increase, substantially in the form of Exhibit C to the Certificate Purchase Agreement, if any, and (B) the Class A Certificates, if any, each delivered in accordance with the provisions of Section 2.05(b) of the Certificate Purchase Agreement. (j) Evidence of payment of all related fees and expenses then due and payable in connection with the Amendment Documents. This Amendment is subject to such effectthe provisions of Section 8.01 of the Certificate Purchase Agreement.

Conditions of Effectiveness. This Amendment shall will become effective when, and only when,on the date on which each of the following conditions precedent are satisfied or waived (the “Amendment Effective Date”): (a) The Noteholder Parent, the Borrower, each other Credit Party and each of the Lenders shall have received all of the following documents, each (unless otherwise indicated) being dated the date hereof, in form and substance satisfactory delivered to the Noteholder: (i) Administrative Agent duly executed originals of each counterparts of this Amendment and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement;Amendment. (b) The Company Administrative Agent shall have paid in immediately available fundsreceived a certificate executed by an Authorized Officer of each of the Borrower and the Parent stating that before and after giving effect to this Amendment (i) the representations and warranties of the Parent, the nonrefundable amendment fee Borrower and the Guarantors set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects, or, to the Noteholder;extent that a particular representation or warranty is qualified as to materiality, such representation or warranty shall be true and correct, in each case, on and as of the Amendment Effective Date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date, such representations and warranties shall continue to be true and correct as of such specified earlier date; and (ii) no Default or Event of Default exists. (c) The Company Administrative Agent shall have paid all costs received a certificate dated as of the Amendment Effective Date signed by an Authorized Officer of the Borrower, (i) certifying and expenses (including legal fees) incurred attaching the resolutions adopted by the Noteholder;Borrower approving or consenting to the execution, delivery and performance of this Amendment and (ii) including the calculations described in Section 5.01(c) demonstrating pro forma compliance with Section 6.09 (based on the financial statements of the Parent then most recently delivered) after giving effect to the increase in the Aggregate Commitment Amount. (d) Such other documentsThe Borrower shall have paid to the Administrative Agent, instrumentsfor the account of each Lender, approvals or opinions as a commitment increase fee (the Noteholder may reasonably request;“Fee”) in an amount equal to the product of (i) 0.30% multiplied by (ii) the difference of (A) such Increasing Lender’s Commitment Amount immediately after giving effect to this Amendment minus (B) such Lender’s Commitment Amount immediately prior to giving effect to this Amendment. The Fees shall be payable in immediately available funds in full on the Amendment Effective Date and fully earned and non-refundable when paid. (e) An original Acknowledgement The Borrower shall have made payment of all fees and Acceptance Letter dated as expenses then due and payable under the Credit Agreement, including any fees and expenses then due and payable in connection with this Amendment pursuant to Section 9.03 of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Credit Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 case of the Company or its Subsidiaries since January 3, 2000; and the Company shall have delivered expenses to the Noteholder an Officer's Certificate extent invoiced at least three Business Days prior to such effectthe Amendment Effective Date (except as otherwise reasonably agreed by the Borrower).

Conditions of Effectiveness. This Amendment shall become effective when, and only when, (a) The Noteholder shall have received all upon the receipt by Servicer of the following documents, each (unless otherwise indicated) being dated the date hereof, in form and substance satisfactory to the Noteholderfollowing: (i) a duly executed originals of each counterpart of this Amendment and from each of the Notesparties hereto; (ii) a A favorable written opinion with respect to this Amendment of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP, counsel for Sponsor and the NotesGuarantors, addressed in a form satisfactory to the Noteholder Servicer and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving each Participant and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment covering such matters relating to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions transactions contemplated hereby as the Noteholder Servicer may reasonably request; (eiii) An original Acknowledgement All corporate and Acceptance Letter dated as other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident hereto or delivered in connection therewith shall be satisfactory in form and substance to the Servicer and the Participants; (iv) Copies of the date hereof organizational papers of Sponsor and each Guarantor, certified as true and correct by the Secretaries of State of their respective States of incorporation, and certificates from General Electric Capital Corporation reflecting its satisfaction with the terms Secretaries of this AgreementState of such States of incorporation certifying Sponsor’s and each Guarantor’s good standing as a corporation in such State; and (fv) The representations and warranties contained herein shall be true on and as A certificate of the date hereof, there shall exist on Secretary or Assistant Secretary of each of Sponsor and each Guarantor certifying (i) the date hereof, no Event of Default or Default; there shall exist no material adverse change in the financial condition, business operation or prospects names and true signatures of the Company or its Subsidiaries since January 3, 2000; officers of Sponsor and each Guarantor authorized to execute this Amendment and the Company other Operative Documents to be delivered hereunder to which each is a party, (ii) the bylaws of Sponsor and each Guarantor, respectively, and (iii) the resolutions of the Board of Directors of each of Sponsor and each Guarantor, respectively, approving the Operative Documents to which each is a party and the transactions contemplated hereby. In addition, each of the Participants shall have delivered to received a duly executed Participation Certificate from the Noteholder an Officer's Certificate to such effectServicer.

Conditions of Effectiveness. This Amendment 4.1 The agreement of the Parties referred to in clause 2 shall become effective when, and only when,be subject to each of the following conditions being satisfied to the reasonable satisfaction of the Facility Agent: (a) The Noteholder the Facility Agent shall have received all of from the following documents, each (unless otherwise indicated) being dated the date hereof, in form and substance satisfactory to the NoteholderNew Borrower: (i) executed originals a certificate of each its Secretary or Assistant Secretary as to the incumbency and signatures of this Amendment and the Notes; (ii) a favorable written opinion those of its officers authorised to act with respect to this Amendment and the Notes, addressed as to the Noteholder truth and satisfactory to its counsel; (iii) completeness of the attached resolutions of its Board of Directors then in full force and effect authorising the boards execution, delivery and performance of directors or other appropriate governing body (or this Amendment, and upon which certificate the Lenders may conclusively rely until the Facility Agent shall have received a further certificate of the appropriate committee thereof) Secretary or Assistant Secretary of the Company certified by its secretary New Borrower cancelling or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreementamending such prior certificate; and (viiii) a duly executed Amended and Restated Intercreditor AgreementCertificate of Good Standing issued by the relevant Liberian authorities in respect of the New Borrower; (b) The Company the Facility Agent shall have paid in immediately available fundsreceived from the Existing Borrower: (i) a certificate from an authorised officer of the Existing Borrower, the nonrefundable amendment fee confirming that there have been no changes or amendments to its constitutional documents, certified copies of which were previously delivered to the NoteholderFacility Agent pursuant to the Facility Agreement, or attaching revised versions in case of any changes or amendments; and (ii) a copy, certified by an authorised officer of the Existing ▇▇▇▇▇▇▇▇, of (A) resolutions of its board of directors approving the transactions contemplated by this Amendment and authorising a person or persons to execute this Amendment and any notices or other documents to be given pursuant hereto and (B) any power of attorney issued pursuant to such resolutions (which shall be certified as being in full force and effect and not revoked or withdrawn); (c) The Company the Facility Agent shall have paid received evidence that all costs invoiced expenses of the Facility Agent (including the agreed fees and expenses (including legal feesof counsel to the Facility Agent) incurred required to be paid by the NoteholderNew Borrower pursuant to clause 7 below, and all other documented fees and expenses that the New Borrower has otherwise agreed in writing to pay to the Facility Agent, have been paid or will be paid promptly upon being demanded; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably requestECA Agent and the Facility Agent shall have received evidence satisfactory to them (each acting on the instructions of the Lenders) that BpiFAE has approved the arrangements referred to in this Amendment (and the Facility Agent shall notify the New Borrower in writing promptly following receipt of such approval from BpiFAE); (e) An original Acknowledgement the Facility Agent shall have received opinions, addressed to the Facility Agent (and Acceptance Letter dated capable of being relied upon by each Lender) from: (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the New Borrower, as to matters of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this AgreementLiberian law; and (ii) ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Facility Agent as to matters of English law; (f) The the representations and warranties contained herein set out in clause 5 are true and correct in all material respects (except for such representations and warranties that are qualified by materiality or non-existence of a Material Adverse Effect (which shall be true on and accurate in all respects)) as of the date hereof, there shall exist on the date hereof, Amendment Effective Date; (g) no Event of Default shall have occurred and be continuing or Defaultwould result from the amendment of the Novation Agreement pursuant to clause 2; (h) evidence satisfactory to the Facility Agent that the New Borrower has prepaid the full amount of each “deferred tranche” made available to the New Borrower under its BpiFAE-backed ECA Financings, together with payment of all interest, break costs and other amounts due and payable by the New Borrower under each such BpiFAE-backed ECA Financing in connection with such prepayment; (i) the Existing Borrower and the New Borrower shall, as required pursuant to clause 6, have each provided a letter to the Facility Agent which confirms that the relevant process agent has accepted its appointment as process agent in respect of this Amendment; (j) the Facility Agent shall have received from the Existing Borrower and the New Borrower such documentation and information as any Finance Party may reasonably request through the Facility Agent to comply with "know your customer" or similar identification procedures under all laws and regulations applicable to that Finance Party; there and (k) the Facility Agent shall exist no material adverse change have received evidence that, as required pursuant to clause 9.6(c) of the Receivable Purchase Agreement, the Seller has consented to the amendments to the Novation Agreement to be made pursuant to clause 2. 4.2 The Facility Agent shall notify the Lenders, the Existing Borrower and the New Borrower of the Amendment Effective Date by way of a confirmation in the financial condition, business operation or prospects of the Company or its Subsidiaries since January 3, 2000; form set out in Schedule 2 and the Company such confirmation shall have delivered to the Noteholder an Officer's Certificate to such effectbe conclusive and binding.

Conditions of Effectiveness. This First Amendment shall become effective whenas of the first date (such date of effectiveness, and only when,the “First Amendment Effective Date”) on which each of the following conditions precedent shall have been satisfied: (a) The Noteholder Administrative Agent shall have received all executed counterparts of this First Amendment, each duly executed by (i) the Administrative Agent, (ii) a Responsible Officer of each Loan Party and (iii) Consenting Lenders constituting the Required Lenders. (b) The Administrative Agent shall have received a fully executed copy of each of the following documents, each (unless otherwise indicated) being dated duly executed by the date hereofparties thereto, in form and substance reasonably satisfactory to the NoteholderAdministrative Agent (each of which, subject to the proviso below, shall be in full force and effect or all conditions precedent to the effectiveness thereto will be satisfied on the First Amendment Effective Date); provided that if the Initial Cash Pooling Documents will not be entered into on the First Amendment Effective Date, then the Administrative Agent shall have received final execution versions of such documents instead of fully executed copies: (i) executed originals of each of this the First Amendment and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Security Agreement; and (viiii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid each of the Initial Cash Pooling Documents, as in immediately available funds, effect on the nonrefundable amendment fee to the Noteholder;First Amendment Effective Date. (c) The Administrative Agent shall have also received the following, in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) a certificate of an officer of the Company, dated as of the First Amendment Effective Date, (A) certifying that (i) true and complete copies of the Organization Documents of each Loan Party, including all amendments thereto (if any), are attached thereto, (ii) no such Organization Documents have been amended, modified or supplemented since the date reflected thereon and are in full force and effect as of the First Amendment Effective Date, (iii) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, duly adopted by the board of directors, board of managers or other applicable governing body of each Loan Party, as delivered to the Administrative Agent on the Restatement Effective Date, approving the terms of, and authorizing the execution, delivery and performance of, amendments to the Credit Agreement and Security Agreement as provided for therein, which includes this First Amendment, the Credit Agreement and the First Amendment to Security Agreement, which resolutions or written consent have not been modified, rescinded or amended and remain in full force and effect as of the First Amendment Effective Date, and authorize a specified person or persons to execute this First Amendment, the First Amendment to Security Agreement and any other documents and notices to be signed and/or dispatched by it under or in connection with this First Amendment and the First Amendment to Security Agreement on its behalf, in accordance with the applicable Organization Document of such Company as in effect at the time of adoption thereof, and (iv) attached thereto are documents and certifications evidencing that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation and (B) confirming the accuracy of the matters set forth in Section 5(e) and (f) hereof. (d) Unless waived by the Administrative Agent, the Company shall have paid all costs and expenses (including legal fees) Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the First Amendment Effective Date, plus such additional amounts of Attorney Costs as shall constitute the Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the Noteholder; closing proceedings of this First Amendment (d) Such other documents, instruments, approvals or opinions as provided that such estimate shall not thereafter preclude a final settling of accounts between the Noteholder may reasonably request;Company and the Administrative Agent). (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties of the Company and each other Loan Party contained herein in Section (6) below or which are contained in the Credit Agreement, shall (i) with respect to representations and warranties that contain a materiality qualification or are qualified by Material Adverse Effect, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification and are not qualified by Material Adverse Effect, be true and correct in all material respects, in each case, on and as of the date hereofFirst Amendment Effective Date (or, there shall exist on the date hereofif such representations and warranties specifically refer to an earlier date, no as of such earlier date). (f) No Default or Event of Default exists immediately prior to the First Amendment Effective Date or Default; there would exist immediately after giving effect to this First Amendment and the First Amendment to Security Agreement. Upon such effectiveness, (i) this First Amendment shall exist no material adverse change in be a binding agreement between the financial conditionparties hereto and their permitted assigns under the Credit Agreement (ii) the First Amendment to Security Agent shall be a binding agreement between the parties thereto and their permitted assigns under the Security Agreement and (iii) each party hereto agrees that its consents to this First Amendment and the First Amendment to Security Agreement, business operation or prospects once delivered, are irrevocable and may not be withdrawn. The Administrative Agent shall promptly notify the Company and the Lenders of the Company or its Subsidiaries since January 3First Amendment Effective Date in writing, 2000; and the Company such notice shall have delivered to the Noteholder an Officer's Certificate to such effectbe conclusive and binding.

Conditions of Effectiveness. This The effectiveness of this Amendment shall become effective when, and only when,(the “Second Amendment Effective Date”) is subject to the satisfaction of the following conditions precedent: (a) The Noteholder the Technical Agent shall have received all counterparts of this Amendment duly executed by the Borrower, the JPY Term Lenders, the Technical Agent and the Administrative Agent; (b) the Technical Agent shall have received satisfactory opinions of counsel to the Borrower (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of the following documentsdocuments for the JPY Term Loans and the Amended Credit Agreement and lack of conflict with material agreements) and of appropriate local counsel as the Technical Agent shall reasonably require; provided, however, that no opinion on any tax matters shall be required; (c) the Technical Agent and the Administrative Agent shall have received a certificate of each Loan Party dated as of the Second Amendment Effective Date (unless otherwise indicatedin sufficient copies for each Lender) being dated the date hereof, in form and substance satisfactory to the Noteholder: signed by a responsible officer of such Loan Party (i) executed originals of each of this Amendment certifying and attaching the Notes; resolutions adopted by such Loan Party approving or consenting to the JPY Term Loans, and (ii) a favorable written opinion with respect in the case of the Borrower, certifying that, before and after giving effect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions funding of the boards of directors or other appropriate governing body (or of JPY Term Loans on the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Funding Date, approving and adopting this Amendment and (A) the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties of the Borrower and each other Loan Party contained herein shall be in Article V of the Amended Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, are true and correct in all material respects on and as of the date hereofSecond Amendment Effective Date, there except (1) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties are true and correct in all respects, and (2) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this clause (ii)(A), the representations and warranties contained in clauses (a) and (b) of Section 5.05 of the Amended Credit Agreement shall exist on be deemed to refer to the date hereofmost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Amended Credit Agreement, and (B) no Default or Event of Default exists or Default; there shall exist no material adverse change in would result therefrom or from the financial condition, business operation or prospects application of the Company or its Subsidiaries since January 3proceeds thereof; and (d) the Technical Agent shall have received, 2000; at least five (5) Business Days prior to the Second Amendment Effective Date, all documentation and other information regarding the Loan Parties requested by the JPY Term Lenders in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)). The Technical Agent shall notify in writing the Borrower, the Administrative Agent and the Company JPY Term Lenders of the Second Amendment Effective Date, and such notice shall have delivered to the Noteholder an Officer's Certificate to such effectbe conclusive and binding.

Conditions of Effectiveness. This The effectiveness of this Amendment shall become effective whenon each of the Amendment No. 3 Closing Date and the Amendment No. 3 Effective Date, and only when,as applicable, is subject to the satisfaction (or waiver by each of the Consenting Lenders) of the following conditions precedent: (a) The Noteholder the Administrative Agent shall have received all counterparts of this Amendment duly executed by the Borrower, the Guarantors party hereto and each of the following documentsConsenting ▇▇▇▇▇▇▇ and acknowledged by the Administrative Agent; (i) the Administrative Agent and the Required Lenders shall have received executed copies of amendments or waivers, as applicable, to the UST Tranche A Credit Agreement and the UST Tranche B Credit Agreement, each (unless otherwise indicated) being dated the date hereof, in form and substance reasonably satisfactory to the Noteholder: (i) executed originals of each of this Amendment Consenting Lenders and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notesconditions precedent set forth in each such amendment or waiver, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Dateapplicable, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholderbeen satisfied; (c) The Company the Required Lenders shall have paid all costs and expenses (including legal fees) incurred by received the NoteholderInitial Budget; (d) Such the Administrative Agent shall have received a certificate executed by the Secretary (or other equivalent officer, partner or manager) of each Loan Party dated as of the Amendment No. 3 Closing Date certifying: (i) as true and correct a copy of resolutions in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors (or other equivalent governing body, member or partner) of each Loan Party approving and authorizing the execution, delivery and performance by such Loan Party of this Amendment and all documents, instrumentsinstruments and agreements executed and/or delivered in connection herewith (if any) and of the transactions contemplated herein and therein, approvals (ii) as true and correct and in full force and effect, without any amendment except as shown, a copy of the Organization Documents of each Loan Party, or opinions that there have been no amendments, supplements, or other modifications to such Loan Party’s Organizational Documents since the Restatement Effective Date and that the copies of such Loan Party’s Organizational Documents delivered to Administrative Agent on such date as a part of the Noteholder may reasonably request“secretary’s certificate” delivered by such Loan Party are true, correct and complete copies of such Organizational Documents as currently in full force and effect, (iii) if available, a true and correct a copy of a good standing certificate/certificate of status for each Loan Party certified by the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation, organization or formation dated a recent date prior to the date hereof, and (iv) the names and signatures of the officers of such Loan Party authorized to execute and deliver this Amendment and all documents, instruments and agreements executed and/or delivered in connection herewith (if any) on behalf of such Loan Party pursuant to the resolutions referenced in clause (i) above (and such certificate shall be countersigned by another officer of such Loan Party certifying the name, office and signature of the Secretary (or other equivalent officer, partner or manager) of such Loan Party giving such certificate); (e) An original Acknowledgement and Acceptance Letter dated as the Borrower shall have paid all invoiced expenses of the date hereof from General Electric Capital Corporation reflecting its satisfaction with Administrative Agent and the Consenting Lenders (including, without limitation, all previously invoiced, reasonable, out-of-pocket expenses of the Administrative Agent (including, to the extent invoiced, reasonable attorneys’ fees and expenses of Holland & Knight LLP, Milbank LLP and White & Case LLP, in each case to the extent reimbursable under the terms of this the Credit Agreement); and (f) The representations and warranties contained herein shall be true on and as of after giving effect to the date hereof, there shall exist on the date hereofLimited Waiver set forth in Section 2, no Default or Event of Default has occurred and is continuing or Default; there shall exist no material adverse change in would result from the financial condition, business operation execution of this Amendment or prospects consummation of the Company or its Subsidiaries since January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effecttransactions contemplated hereunder.

Conditions of Effectiveness. This Amendment shall become effective when, and only when,, on or before January 30, 1997 the Agent shall have received: (a) The Noteholder shall Counterparts of this Amendment executed by the Lessee and the Required Lessors, or advice satisfactory to the Agent that such Lessors have received all executed this Amendment; (i) A Security Agreement (the "Security Agreement") in substantially the form of Exhibit A duly executed by the Lessee, together with a duly executed Officer's Certificate from the Lessee, certifying that the Lessee has submitted to the Illinois Motor Vehicle Authority with respect to each Vehicle subject to the Security Agreement which is titled in Illinois, such certificates, documents and fees as may be required by such Authority to perfect the security interest of the following documentsAgent, on behalf of the Lessors, in such Vehicles, together with, for each such Vehicle, copies of each application for vehicle title and certificate of title of a vehicle reflecting the recorded security interest of the Agent, and (unless otherwise indicatedii) being dated evidence of the date hereofcompletion of all other recordings and filings, including without limitation the filing of appropriately completed UCC financing statements for all Vehicles and the other Collateral subject to the Security Agreement with evidence of filing in the jurisdiction in which the Lessee has its principal office and in each other jurisdiction in which any such vehicle is to be titled, with respect to the Security Agreement that the Agent may deem necessary or desirable in order to perfect and protect the liens created thereby; (c) A letter of credit, in form and substance satisfactory to the Noteholder: (i) executed originals Agent and issued by NationsBank of each Texas, N.A., for the account of this Amendment the Lessee and for the Notesbenefit of the Agent, on behalf of the Lessors, in a face amount not less than the maximum Rent payable under the Lease in any quarter; (iid) a favorable written opinion Certified resolutions of the Board of Directors of the Lessee approving this Amendment, the Security Agreement and the transactions contemplated hereby and thereby together with an incumbency certificate with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions officers of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives Lessee executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Security Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) Opinions of counsel to the Lessee in substantially the forms of Exhibits ▇-▇, ▇-▇ and B-3; (f) An original Acknowledgement and Acceptance Letter amendment fee as provided in a letter agreement dated as of January 23, 1997 between the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this AgreementAgent and Consolidated Freightways, Inc.; and (fg) Such other approvals, opinions or documents as any Lessor through the Agent may reasonably request. The representations Agent shall notify the Lessee and warranties contained herein shall be true on the Lessors after the conditions set forth above have been satisfied or waived and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectthis Amendment is effective.

Conditions of Effectiveness. This The effectiveness of this Third Amendment shall become effective when, and only when,Agreement is subject to the satisfaction of the following conditions: (a) The Noteholder the Required Holders under each of the of Outstanding Agreements 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 Notes; (ii) a favorable written opinion with respect consented to this Third Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified Agreement as evidenced by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the their execution and delivery thereof; (ivb) specimen signatures the requisite percentage of officers lenders under the Credit Agreement (the "Lenders") shall have agreed to all amendments necessary to effect the Proposed Reorganization and a copy thereof shall have been provided to the holders of the Outstanding Notes. In the event the Company agrees that the Lenders or holders of any of the Outstanding Notes shall be granted any additional or more restrictive financial or negative covenants or events of default than are imposed on the Company under the Outstanding Agreements, as amended hereby, the Company agrees that the holders of all other Outstanding Notes shall also be granted such more restrictive covenants or events of defaults; (c) each of the holders of the Outstanding Notes shall have received an amendment fee from the Company in an amount equal to .10% of the aggregate principal amount of the Outstanding Notes held by such holder (the "Amendment Fee") and a Responsible Officer of the Company shall have certified to each such holder (the truth and accuracy of which certification shall constitute a Condition of Effectiveness) that the Lenders have received no amendment fees or other appropriate representatives executing this consideration (including increase in coupon) greater than the Amendment Fee; (d) the Holders of the Outstanding Notes shall have received evidence that (i) the Master Partnership shall have transferred to the Company an equity contribution in the amount of at least $45,000,000 (the "Equity Contribution"), and (ii) the Notes, certified by entire amount of such Equity Contribution shall have been applied to the secretary or assistant secretary payment of outstanding Indebtedness of the Company; (ve) a Compliance Certificate as at May 28, 2000all counsel to the holders of the Outstanding Notes shall have been paid fees and expenses incurred in connection with this Third Amendment Agreement; (vif) a duly executed amendment materials reasonably satisfactory to the Credit Agreementholders of the Outstanding Notes shall have been delivered evidencing that the Proposed Reorganization has become effective; and (viig) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company each of the Designated Current Managers shall have paid in immediately available funds, the nonrefundable amendment fee entered into an employment agreement to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions act as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as an executive manager of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms Partner for a period of this Agreement; and (f) The representations and warranties contained herein shall be true on and at least three years, all as of the date hereof, there shall exist on the date hereof, no Event of Default or Default; there shall exist no material adverse change contemplated in the financial condition, business operation or prospects of the Company or its Subsidiaries since January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectProposed Reorganization.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written when, and only when, , (aA) The Noteholder the Administrative Agent shall be satisfied with the corporate and legal structure and capitalization of each of (i) Dresser, Ltd., a corporation organized and existing under the laws of Bermuda, (ii) Dresser Holdings, Ltd., a corporation organized and existing under the laws of Bermuda, (iii) Delaware Intermediate HoldCo and (iv) Dresser Mergerco, Inc., including in each case the terms and conditions of the charter, bylaws and other constituent documents and of each agreement or instrument relating to such structure and capitalization, and (B) the Administrative Agent shall have received all each of the following documentsfollowing: (i) counterparts of this Amendment executed by the Borrowers and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment; (ii) the consent attached hereto duly executed by each Guarantor and each Grantor; (unless otherwise indicatediii) being dated a Guaranty Supplement in the date hereof, form of Exhibit H to the Credit Agreement duly executed by DEG Acquisitions; (iv) an assumption agreement in form and substance satisfactory to the Noteholder: (i) Administrative Agent duly executed originals of each of this Amendment and the Notes; (ii) a favorable written opinion by Delaware Intermediate HoldCo with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions assumption by Delaware Intermediate HoldCo of all of the boards Obligations of directors DEG Acquisitions arising under the Loan Documents (including, without limitation, as Guarantor or other appropriate governing body (Grantor thereunder), together with evidence that all action the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority lien and security interest created under the Collateral Documents in the assets of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the CompanyDelaware Intermediate HoldCo have been taken; (v) a Compliance Certificate as at May 28merger agreement in form and substance satisfactory to the Administrative Agent with respect to the Merger, 2000;duly executed by each of the parties thereto; and (vi) a duly executed amendment favorable opinion of Latham & Watkins, United States counsel for the Loan Parties, ▇▇ ▇▇rm ▇▇▇ ▇▇▇stance satisfactory to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectAdministrative Agent.

Conditions of Effectiveness. This Amendment shall become effective when, and only when,The following constitute conditions precedent to the effectiveness of this Amendment: (a) The Noteholder shall have received all of the following documents, each (unless otherwise indicated) being dated the date hereof, in form Execution and substance satisfactory to the Noteholder: (i) executed originals of each delivery of this Amendment by Alamo, AFL, the General Partner and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor AgreementEnhancer; (b) The Company AFL shall have paid in immediately available funds, received as of the nonrefundable amendment fee date hereof a copy of the written confirmation delivered to AFL by each of S&P and Mood▇'▇ to the Noteholdereffect that this Amendment will not result in the downgrading or withdrawal of the then current ratings of the Commercial Paper Notes; (c) The Company Each Liquidity Lender shall have paid all costs and expenses (including legal fees) incurred delivered written consent to this Amendment evidenced by their execution of ANNEX A to the NoteholderThird Amendment to the Liquidity Loan Agreement, dated March 28, 1997; (d) Such other documentsAFL shall have delivered prior written notice of this Amendment to the Rating Agencies, instrumentsthe Depositary, approvals or opinions as the Noteholder may reasonably requestAgent, the Liquidity Agent and each Dealer; (e) An original Acknowledgement AFL shall have delivered a fully executed copy of this Amendment to the Rating Agencies, the Depositary, the Agent, the Liquidity Agent and Acceptance Letter dated each Dealer and shall have delivered to each Dealer a revised Private Placement Memorandum (as such term is defined in the Dealer Agreement) which reflects this Amendment; (f) AFL shall have received from Alamo (i) a copy of the resolutions of its Board of Directors, certified as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with by the terms Secretary thereof, authorizing the execution, delivery and performance of this AgreementAmendment and (ii) an incumbency certificate from the Secretary thereof with respect to its officers, agents or other representatives authorized to execute this Amendment; and (fg) The representations and warranties contained herein shall be true on and as of the 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 January 3, 2000; and the Company AFL shall have delivered received an Opinion of Counsel to Alamo to the Noteholder an Officer's Certificate effect that this Amendment has been duly authorized, executed and delivered and is the legal, valid and binding obligation of Alamo, enforceable against it in accordance with its terms, subject to such effectthe exceptions set forth therein.

Conditions of Effectiveness. This The effectiveness of this Seventh Amendment shall become effective when, is expressly conditioned upon the occurrence and only when, (a) The Noteholder shall have received completion of all of the following documentsfollowing: (i) receipt by the Agent of the nonrefundable fee set forth in that certain letter agreement among the Agent and the Borrowers with respect to this Seventh Amendment; (ii) receipt by the Agent on behalf of the Banks of the nonrefundable fees equal to the aggregate of the amounts set forth on Exhibit II hereto; (iii) the Agent's receipt of counterparts of this Seventh Amendment duly executed by the Borrowers, the Guarantors and the Banks; (iv) the Agent's receipt of a certificate signed by the Secretary or Assistant Secretary of the Borrowers and Guarantors, certifying as to all action taken by the Borrowers and Guarantors to authorize the execution, delivery and performance of this Seventh Amendment; (v) an opinion of Pete▇ ▇. ▇▇▇▇▇▇, ▇▇neral Counsel of the Loan Parties, reasonably satisfactory to the Agent regarding this Seventh Amendment, and (vi) with respect to each new Guarantor or new Borrower (unless otherwise indicateda "Joining Subsidiary") being dated documentation as required under Section 11.18 of the (1) to the date hereofCredit Agreement, in the case of a Joining Subsidiary which becomes a Borrower, and Exhibit 1.01(G) (2) to the Credit Agreement, in the case of a Joining Subsidiary which becomes a Guarantor, (D) if it owns stock or other ownership interests in any Qualifying Subsidiary, a joinder to the Pledge Agreement executed by certain Loan Parties which is in the form of Exhibit 1.01(P)(4) to the Credit Agreement, 1.01(P)(5) to the Credit Agreement, or 1.01(P)(6) to the Credit Agreement, as applicable, and delivering, as applicable, the original certificates evidencing such stock or other ownership interest if it is certificated with appropriate stock powers or other assignments signed in blank and UCC-1 financing statements necessary to perfect the security interests of the Agent for the benefit of the Banks therein, (E) a joinder to the Subordination Agreement (Intercompany) executed by certain Loan Parties which is in the form of Exhibit 1.01(S) to the Credit Agreement, (F) a joinder to the Agency Agreement executed by certain Loan Parties appointing NovaCare as agent; (2) delivering to the Agent an opinion of Pete▇ ▇. ▇▇▇▇▇▇, ▇▇neral Counsel of the Loan Parties, reasonably satisfactory to the Agent regarding such Joining Subsidiary and such joinder; (3) delivering to the Agent certified copies of its organizational documents and other documents as requested by the Agent; and (4) the Loan Party which owns the stock or other ownership interest of the Joining Subsidiary shall execute and deliver to the Agent for the benefit of the Banks a Pledge Agreement in the form of Exhibit 1.01(P)(4), 1.01(P)(5) or 1.01(P)(6) to the Credit Agreement, as applicable, and the original certificates evidencing such stock or other ownership interest if it is certificated with appropriate stock powers or other assignments signed in blank and UCC-1 financing statements necessary to perfect the security interests of the Agent for the benefit of the Banks therein, and (G) updated Schedules to the Credit Agreement and the other Loan Documents, if any, to update such schedules with respect to each Joining Subsidiary, such updated Schedules to be in form and substance satisfactory to the Noteholder: (i) executed originals of each of this Required Banks. This Seventh Amendment and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary shall be dated as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated be effective as of the date hereof from General Electric Capital Corporation reflecting its and year first above written subject to satisfaction with the terms of all conditions precedent to effectiveness as set forth in this Agreement; and (f) The representations and warranties contained herein Section 4, which date shall be true on and as of the 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 January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectSeventh Amendment Effective Date.

Conditions of Effectiveness. This Amendment shall become effective as of the date hereof when, and only when,when the Administrative Agent shall have received: (a) The Noteholder shall have received all counterparts of this Amendment executed by the Borrowers, GNCI, the Agent, the Syndication Agent and the Lenders or, as to any of such Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment, and the consent attached hereto (the "Consent") executed by each of the following documentsLoan Parties other than the Borrowers; (b) Certified copies of the resolutions of the Board of Directors of (i) each of the Borrowers approving this Amendment and the matters contemplated hereby and thereby and (ii) each of the other Loan Parties evidencing approval of the Consent and the matters contemplated hereby and thereby; (c) A certificate of the Secretary or an Assistant Secretary of each of the Borrowers and of each of the other Loan Parties, respectively, certifying the names and true signatures of the officers, of each of the Borrowers and of each of the other Loan Parties, respectively, authorized to sign, in the case of each of the Borrowers, this Amendment, and, in the case of each of the other Loan Parties, the Consent. (unless otherwise indicatedd) being dated A favorable opinion of counsel to the date hereofBorrowers and the Parent Guarantor, in form and substance satisfactory to the NoteholderAdministrative Agent. (e) A certificate signed by a duly authorized officer of each of the Borrowers, stating that: (i) executed originals of each of this Amendment and the Notes; (ii) a favorable written opinion with respect to this Amendment and the Notes, addressed to the Noteholder and satisfactory to its counsel; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Company certified by its secretary or assistant secretary as of the Effective Date, approving and adopting this Amendment and the Notes, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing this Amendment and the Notes, certified by the secretary or assistant secretary of the Company; (v) a Compliance Certificate as at May 28, 2000; (vi) a duly executed amendment to the Credit Agreement; and (vii) a duly executed Amended and Restated Intercreditor Agreement; (b) The Company shall have paid in immediately available funds, the nonrefundable amendment fee to the Noteholder; (c) The Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder; (d) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request; (e) An original Acknowledgement and Acceptance Letter dated as of the date hereof from General Electric Capital Corporation reflecting its satisfaction with the terms of this Agreement; and (f) The representations and warranties contained herein shall be true in Section 3 are correct on and as of the date hereofof such certificate as though made on and as of such date other than any such representations or warranties that, there shall exist on by their terms, refer to a date other than the date hereof, no Event of such certificate; and (ii) No event has occurred and is continuing that constitutes a Default or Default; there shall exist no material adverse change in under the financial condition, business operation or prospects of the Company or its Subsidiaries since January 3, 2000; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effectLoan Documents.