Common use of Conditions of Effectiveness Clause in Contracts

Conditions of Effectiveness. This Amendment shall be effective as of December 7, 1999, so long as each of the following conditions precedent shall have been satisfied: (a) the Administrative Agent shall receive counterparts of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably require.

Conditions of Effectiveness. This Amendment shall be effective as of December 7(including, 1999without limitation, so long as each the amendments set forth in Section 1 hereof) is subject to the satisfaction (or waiver) of the following conditions precedent shall have been satisfied:(the date of satisfaction of such conditions being referred to herein as the “Second Amendment Effective Date”): (a) the Administrative Agent shall receive have received counterparts of this Amendment duly executed by (i) this Amendment and each Loan Party, (ii) the Waiver Consenting Revolving Lenders and Fifth Amendment to Term Credit Agreement, each executed by (iii) the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each GuarantorAdministrative Agent; (b) the Administrative Agent (or its counsel) shall receive counterparts of have received a legal opinion from H▇▇▇▇▇▇▇ LLP, counsel to the First Amendment Loan Parties, in form and substance reasonably satisfactory to Intercreditor Agreement, executed by the Required Consenting Revolving Lenders; (c) the Administrative Agent shall receive counterparts have received certificates of good standing from the secretary of state of the Third Amendment state of organization of each Loan Party (to Promissory Notethe extent such concept exists in such jurisdiction), executed by the Borrower customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and Bank of America, N.A., extending the maturity complete copies of the Overline Facility Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the end of other Loan Documents to which such Loan Party is a party or is to be a party on the Waiver PeriodSecond Amendment Effective Date; (d) the Administrative Agent shall receive a certified list of all real property owned expenses incurred by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or the Revolving Lenders (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations including reasonable and warranties set forth in Section 11 of this Amendment shall be true documented fees and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP), (ii) the Administrative Agent (including reasonable and documented fees and out-of-pocket expenses of ArentFox Schiff LLP), in the case of clauses (i) and (ii) hereof, in connection with the execution and delivery of this Amendment, and (iii) the Revolving Lenders (including reasonable and documented fees and out-of-pocket expenses of legal counsel other than L▇▇▇▇▇ & W▇▇▇▇▇▇ P.C.LLP) in connection with the First Amendment not otherwise reimbursed prior to the Second Amendment Effective Date, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopersin an aggregate amount not to exceed $50,000, shall have been paidpaid in full in cash or will be paid in full in cash substantially concurrently with the occurrence of the Second Amendment Effective Date; (e) Holdings shall have entered into that certain Agreement and Plan of Merger entered into by and among Bandit Parent, LP, a Delaware limited partnership and Bandit Merger Sub, Inc., a Delaware corporation (the “Merger Agreement”); (f) the representations and warranties of the Borrower contained in Article V of the Existing SP Credit Agreement or any other Loan Document shall be true and correct in all material respects on and as of the date of the Second Amendment Effective Date; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (g) retainers in the amount no Default or Event of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers Default shall have been paid;occurred and be continuing as of the Second Amendment Effective Date or would result after giving effect to this Amendment; and (h) the Administrative Agent shall receive the consolidated balance sheets have received certificate of a Responsible Officer of the Borrower certifying that the conditions set forth in Section 2(f) and its Subsidiaries for the month of October 1999; and (iSection 2(g) the Administrative Agent shall receive, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably requirehereof have been satisfied.

Conditions of Effectiveness. This Amendment shall be become --------------------------- effective as of December 7the date first above written (the "EFFECTIVE DATE") when, 1999and only when, so long as each of the following conditions precedent shall have been satisfied: (a) the Administrative The Agent shall receive counterparts of have received on or before the Effective Date, in form and substance satisfactory to the Agent and in sufficient copies for each Lender Party: (i) counterparts of this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of Americathe Required Lenders and each Revolving Credit Lender or, N.A., extending the maturity as to any of the Overline Facility Lenders, advice satisfactory to the end of the Waiver PeriodAgent that such Lender has executed this Amendment; (dii) the Administrative Agent shall receive a consent attached hereto executed by each Guarantor (the "CONSENT"); (iii) certified list copies of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent resolutions of the holder or holders Board of Directors of (or the trustee or agent of such holder or holders) of the first lien; (eA) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including Borrower approving this Amendment and the Additional Security Documentsmatters contemplated hereby, including legal and (B) each Guarantor approving the Consent and the matters contemplated thereby, and (ii) all documents evidencing other professional fees necessary corporate action and expenses incurred on governmental approvals, if any, with respect to this Amendment, the Consent and the matters contemplated hereby and thereby; (iv) a certificate of the Secretary or prior an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Persons authorized to the date of sign this Amendment by Administrative Agent or any Lender, including, without limitation, and the reasonable fees Consent and expenses the other documents to be delivered hereunder; and (v) a favorable opinion of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Borrower, as to the due execution, validity and PricewaterhouseCoopersenforceability of this Amendment, the Loan Documents (as amended by this Amendment), and the Consent and as to such other matters as any Lender through the Agent may reasonably request. (b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been paid;obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgement of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (gc) retainers in On the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. Effective Date, the following statements shall be true and $50,000 for PricewaterhouseCoopers the Agent shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets received a certificate signed by a duly authorized officer of the Borrower and its Subsidiaries for Borrower, dated the month of October 1999; andEffective Date, stating that: (i) the Administrative Agent representations and warranties contained in Section 4.01 of the Credit Agreement are correct on and as of the Effective Date; and (ii) no Default exists under the Credit Agreement. (d) The Borrower shall receive, in form and substance satisfactory have paid to the Administrative Agent for the account of each Lender that executes this Amendment an amendment fee equal to 0.25% on the sum of the Commitments of each such Lender. (e) The Borrower shall have paid all costs and its counsel, such other documents, certificates and instruments as expenses required under Section 5 hereof. This Amendment is subject to the Administrative Agent shall reasonably requireprovisions of Section 8.01 of the Credit Agreement.

Conditions of Effectiveness. This Amendment shall be effective as of December 7, 1999, so long as each of the The following constitute conditions precedent shall have been satisfiedto the effectiveness of this Amendment: (a) The Lender shall have received written confirmation from the Administrative Rating Agencies that this Amendment will not result in the downgrading or withdrawal of the then current ratings of the Commercial Paper Notes by any Rating Agency; (b) Each Liquidity Lender and the Credit Enhancer shall have delivered written consent to this Amendment evidenced by their execution of ANNEX A to the Third Amendment to the Liquidity Loan Agreement, dated as of March __, 1997 (the "CONSENT"); (c) Execution and delivery of this Amendment by the Lender and Alamo; (d) The Lender and Alamo shall have delivered prior written notice of this Amendment to the Rating Agencies, the Depositary, the Agent, the Liquidity Agent and each Dealer; (e) The Lender and Alamo shall receive counterparts 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 by the Secretary thereof, authorizing the execution, delivery and performance of this Amendment and (ii) an incumbency certificate from the Waiver and Fifth Amendment Secretary thereof with respect to Term Credit Agreementits officers, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the First Amendment agents or other representatives authorized to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of execute this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid;Amendment; and (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers The Lender shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets received an Opinion of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance satisfactory Counsel to Alamo to the Administrative Agent 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 counselterms, such other documents, certificates and instruments as subject to the Administrative Agent shall reasonably requireexceptions set forth therein.

Conditions of Effectiveness. This The amendments to the Credit Agreement set forth in SECTION 2 of this First Amendment shall not be effective as of December 7until the date (such date, 1999, so long as the "FIRST AMENDMENT EFFECTIVE Date") each of the following conditions precedent shall have has been satisfiedsatisfied in full: (a) The Administrative Agent shall have received the following: (i) a counterpart of this First Amendment executed by each of the parties hereto (which may be by telecopy transmission); (ii) Notes executed by the Borrower in favor of those Lenders increasing their Commitments hereunder and requesting such Notes, each in a principal amount equal to the increase in each such Lender's Committed Sum; (iii) from each Loan Party, such certificates of secretary, assistant secretary, manager, or general partner, as applicable, as the Administrative Agent shall receive may require, certifying (A) resolutions authorizing the execution and performance of this First Amendment and the other Loan Documents which such Person is executing in connection herewith, (B) the incumbency and signature of the officer executing such documents, and (C) that there has been no change in such Person's Organizational Documents since November 6, 2002 (or, if there has been a change, attaching a copy thereof); (iv) a copy of the Tesoro Asset Purchase Agreement, and schedules and exhibits thereto (as supplemented or amended prior to the First Amendment Effective Date), certified by the Borrower as true and complete, in form and substance reasonably satisfactory to the Administrative Agent; (v) executed counterparts of the Mortgages and Security Agreements granting the Administrative Agent a first priority lien (isubject only to Permitted Liens and, with respect to the Galveston Assets (defined below) this Amendment and the Harbor Island Assets (iidefined below), the title exceptions and qualifications referenced in SECTION 3(a)(xiii) below) on (A) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders Vessels (as defined in the Intercreditor Tesoro Asset Purchase Agreement) (the "TESORO VESSELS"), (b) other than the water bottom lease, coastal easements, and lease described on SCHEDULE 4(b) attached hereto, the Acquired Assets located on Pelican Island, Galveston County, Texas (the "GALVESTON ASSETS") and the Borrower Acquired Assets located on Harbor Island, Nueces County, Texas (the "HARBOR ISLAND ASSETS"), (C) two fertilizer plants located in Ector County, Texas, and acknowledged by each Guarantor; one fertilizer plant located in Hale County, Texas (b▇▇e "PLANTS"), (D) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed assets acquired by the Borrower from Cross Oil Refining & Marketing, Inc. in October, 2003, and Bank of Americadescribed on SCHEDULE 3(a)(v)(D) hereto (collectively, N.A.the "CROSS ASSETS"), extending the maturity of the Overline Facility to the end of the Waiver Period; and (dE) the Administrative Agent shall receive a certified list of all real property owned vessels acquired by the Borrower from Cenac Towing Company, Inc. in October, 2003, and its Subsidiaries described on SCHEDULE 3(a)(v)(E) hereto (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a liencollectively, the terms "CENAC VESSELS") (the Tesoro Vessels, the Galveston Assets, the Harbor Island Assets, the Plants, the Cross Assets, and the Cenac Vessels are collectively referred to herein as the "MORTGAGED ASSETS"), each of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance satisfactory to the Administrative Agent and its counselshall have been duly authorized, executed and delivered by each of the parties thereto; (vi) evidence that all recordings or filings of UCC financing statements, the Mortgages and such other documentsdocuments as may be reasonably deemed necessary by the Administrative Agent to perfect the rights, certificates titles and instruments interests of the Lenders and the Administrative Agent in the Mortgaged Assets shall have been made, or arrangements satisfactory to the Administrative Agent shall have been made for the making of such recordings and filings in the appropriate places or offices; (vii) opinions dated as of the First Amendment Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, from Baker Botts L.L.P., coun▇▇▇ ▇o ▇▇▇▇ Loan Party and the General Partner; (viii) a duly completed Compliance Certificate, dated as of the First Amendment Effective Date, substantially in the form of EXHIBIT C to the Credit Agreement, signed by a Responsible Officer of the Borrower and a Responsible Officer of the MLP, demonstrating pro forma compliance with SECTIONS 7.15(a), (b), (c) and (d) of the Credit Agreement as of the end of the most recent fiscal quarter for which the Borrower is required to provide financial statements pursuant to SECTION 6.01(c), after giving effect to the Tesoro Acquisition and the making of the Loans on the First Amendment Effective Date, and, in each case, including the revenue adjustments and cost savings expected, in the good faith judgment of the management of the Loan Parties, to be achieved in connection with the Tesoro Acquisition to the extent such revenue adjustments and cost savings could be reflected in pro forma financial information complying with the requirements of Article XI of Regulation S-X under the Securities and Exchange Act of 1934, as if the Tesoro Acquisition had been consummated as of the first day of the relevant fiscal quarter; (ix) a certificate of a Responsible Officer of the Borrower, dated as of the First Amendment Effective Date, providing unaudited pro forma financial statements of the Borrower as of the end of the most recent fiscal quarter for which the Borrower is required to provide financial statements pursuant to SECTION 6.01(c), including balance sheet and statements of income and cash flow, giving effect on a pro forma basis (in a manner satisfactory to the Administrative Agent) to the Tesoro Acquisition and the making of the Loans on the First Amendment Effective Date, and, in each case, including the revenue adjustments and cost savings expected, in the good faith judgment of the management of the Loan Parties, to be achieved in connection with the Tesoro Acquisition to the extent such revenue adjustments and cost savings could be reflected in pro forma financial information complying with the requirements of Article XI of Regulation S-X under the Securities and Exchange Act of 1934, as if the Tesoro Acquisition had been consummated as of the first day of the relevant fiscal quarter; (x) a certificate signed by a Responsible Officer of the Borrower, dated as of the First Amendment Effective Date, certifying that: (1) the closing of the Tesoro Acquisition is being consummated on such date, simultaneously with the funding of the Loans under the Acquisition Subfacility being made on such date, and (2) the acquisition contemplated by the Additional Purchase Agreement (as defined in the Tesoro Asset Purchase Agreement) is being consummated on such date, simultaneously with the closing of the Tesoro Acquisition; (B) attached to such certificate are additions to the Annexes to the Pledge and Security Agreement executed by the Borrower (the "BORROWER SECURITY AGREEMENT"), and, as amended by such additions, the Annexes to the Borrower Security Agreement and the Annexes to the Pledge and Security Agreements executed by the MLP and by Martin Opera▇▇▇▇ ▇P LLC are accurate and complete in all material respects; (C) except as otherwise set forth on SCHEDULE 5(b) to this First Amendment, both before and after taking into account the Tesoro Acquisition and the funding of Loans on such date, the representations and warranties contained in ARTICLE V of the Credit Agreement and in the Collateral Documents are true and correct in all material respects on and as of such date except to the extent such representations and warranties relate solely to an earlier date; (D) both before and after taking into account the Tesoro Acquisition, no Default or Event of Default has occurred and is continuing as of such date; (E) since December 31, 2002 there has occurred no material adverse change in (x) the business, assets, liabilities (actual or contingent), operations, or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, or the MLP and its Subsidiaries, taken as a whole, or (y) any of the Mortgaged Assets or the Acquired Assets; (F) there is no litigation, investigation or proceeding known to and affecting the Borrower or any Borrower Affiliate for which the Borrower is required to give notice pursuant to SECTION 6.03(c) of the Credit Agreement; and (G) there are no actions, suits, investigations or proceedings pending or, to the knowledge of the MLP or the Borrower, threatened in any court or before any arbitrator or governmental authority by or against the Borrower, any Guarantor, the MLP General Partner, or any of their respective properties, that (x) if adversely determined, could reasonably be expected to materially and adversely affect the Borrower, any Guarantor, or any of the Mortgaged Assets or the Acquired Assets, or (y) seek to affect or pertain to any transaction contemplated hereby, the Tesoro Acquisition, or the ability of the Borrower or any Guarantor to perform its obligations under the Loan Documents; (xi) a certificate of a Responsible Officer, dated as of the First Amendment Effective Date, (A) listing the Material Agreements executed in connection with, or assumed in connection with, the Tesoro Acquisition, including without limitation the Transportation Services Agreement between the Borrower and Midstream Fuel Service LLC dated as of December 23, 2003, and the Terminal Services Agreement between the Borrower and Midstream Fuel Service LLC dated as of December 23, 2003, each executed as of the First Amendment Effective Date by Martin Resource Manageme▇▇ ▇▇▇poration and the Borrower, (B) attaching a copy of each of such Material Agreement, and (C) certifying that the Borrower has no knowledge of any material default thereunder by any party thereto; (xii) an appraisal of the Mortgaged Assets and the other Acquired Assets from an independent appraiser reasonably acceptable to the Administrative Agent setting forth the orderly liquidation value of (A) the Galveston Assets, the Tesoro Vessels and the Plants, which shall be at least $20,000,000, and (B) the other Acquired Assets; (xiii) with respect to the Mortgaged Assets that are real estate Collateral, (A) a commitment to issue a mortgagee's title policy and a pro forma policy issued by a title company reasonably satisfactory to the Administrative Agent (i) for all such real estate Collateral other than the Galveston Assets and the Harbor Island Assets, in form and substance reasonably satisfactory to the Administrative Agent (including such endorsements as the Administrative Agent shall reasonably require), and (ii) for the Galveston Assets and the Harbor Island Assets, containing such title exceptions and qualifications as are contained in the deeds or other instruments of conveyance under which the Borrower takes title to the Galveston Assets and the Harbor Island Assets in accordance with the Tesoro Asset Purchase Agreement, and in each case together with the payment of all premiums for the issuance of such title policy, and (B) if required by the Administrative Agent, a survey (if such Mortgaged Assets are located in Texas, such survey shall be a Texas Board of Professional Land Surveyors Surveyor's Manual Category 1A Condition II Land Title Survey, and if such Mortgaged Assets are located in Louisiana, such survey shall be a Class B Property Boundary Survey meeting the minimum surveying standards established by the Louisiana Professional Engineering and Land Surveying Board; provided however, that if the underwriter of the mortgagee's policies of title insurance requires surveys of a different type, the Borrower shall provide surveys meeting such requirements); (xiv) with respect to the Borrower's existing real property Collateral located in Jefferson County, Texas, a commitment to issue a mortgagee's title policy and a pro forma policy issued by a title company reasonably satisfactory to the Administrative Agent, which shall be in form and substance substantially similar to existing title insurance policy for such real property, together with the payment of all premiums for the issuance of such title policy; (xv) applications for certificates of documentation and such other documentation reasonably required by Administrative Agent to evidence transfer of title for each U.S. Flag Vessel from Tesoro to the Borrower and to evidence the Administrative Agent's Liens thereon; (xvi) an opinion of Borrower's insurance broker as to insurance coverage for the U.S. Flag Vessels that constitute Mortgaged Assets; (xvii) receipt of such landlord consents, tenant estoppels and other third-party approvals and consents in connection with the pledge by the Borrower of the Mortgaged Assets (other than with respect to the Galveston Assets and the Harbor Island Assets), as required by the Administrative Agent; (xviii) receipt of Phase I environmental study of the Acquired Assets with results satisfactory to the Administrative Agent; (xix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may require. (b) All fees due and payable at the First Amendment Effective Date shall have been paid, including the fees required by SECTION 6 of this First Amendment, and the Borrower shall have paid Attorney Costs of the Administrative Agent to the extent invoiced prior to, or on, the First Amendment Effective Date.

Conditions of Effectiveness. This First Amendment shall be become effective as of December 7the date (such date being referred to as the “First Amendment Effective Date”) when, 1999and only when, so long as each of the following conditions precedent shall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this First Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent and the Parent Borrower (which may include facsimile or other electronic image scan transmission of a signed signature page of this First Amendment) that such party has signed a counterpart of this First Amendment. (b) The Administrative Agent shall receive counterparts have received a certificate from a Responsible Officer (or such other Person as is reasonably acceptable to the Administrative Agent), in form and substance reasonably satisfactory to the Administrative Agent, to the effect that all representations and warranties of the Parent Borrower contained in the Credit Agreement, this First Amendment and the other Loan Documents are true and correct in all material respects as of the First Amendment Effective Date, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date and except that the representations and warranties contained in subsections (a) and (b) of Section 6.1.7 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.1.1 of the Credit Agreement; that the Parent Borrower is not in violation of any of the covenants contained in the Credit Agreement and the other Loan Documents; that, after giving effect to the transactions contemplated by this First Amendment, no Default or Event of Default has occurred and is continuing; and that each of the conditions in this Article III has been satisfied or waived (assuming satisfaction of the Administrative Agent where not advised otherwise). (c) The Administrative Agent shall have received a certificate of the secretary, assistant secretary or general counsel of each Credit Party (or such other Person as is reasonably acceptable to the Administrative Agent) certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing this First Amendment and certifying that attached thereto is a true, correct and complete copy of (A) the articles of incorporation or comparable organizational documents, if any, of such Credit Party and all amendments thereto, certified as of a recent date (1) in the case of Credit Parties (other than Foreign Subsidiary Borrowers), by the appropriate Governmental Authority in its jurisdiction of incorporation for such Credit Parties and (2) in the case of each Foreign Subsidiary Borrower, by such Foreign Subsidiary Borrower, (B) the bylaws or comparable organizational documents, if any, of such Credit Party as in effect on the date of such certifications, and (C) resolutions duly adopted by the Board of Directors or comparable governing body of such Credit Party authorizing, as applicable, the borrowings contemplated under the Credit Agreement (as modified by this First Amendment) and the execution, delivery and performance of this First Amendment and the other Loan Documents to which it is a party. (d) The Administrative Agent shall have received long-form certificates as of a recent date of the good standing or active status, as applicable, of the Credit Parties (other than the Foreign Subsidiary Borrowers) under the laws of their respective jurisdictions of organization and short-form certificates as of a recent date of the good standing of the Parent Borrower under the laws of each other jurisdiction where the Parent Borrower is qualified to do business and where a failure to be so qualified would have a Material Adverse Effect. (e) The Administrative Agent shall have received opinions in form and substance reasonably satisfactory to the Administrative Agent of (i) this Amendment and the General Counsel or Assistant General Counsel of the Parent Borrower, (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead Hunton & ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ special counsel to the domestic Credit Parties, and PricewaterhouseCoopers, shall have been paid; (giii) retainers local foreign counsel to the applicable Credit Parties in the amount jurisdiction of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets organization of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receiveeach Foreign Subsidiary Borrower, in form and substance satisfactory addressed to the Administrative Agent and its counselthe Lenders, such other documentsall in form and substance reasonably satisfactory to the Administrative Agent. (f) Since December 31, certificates 2010, nothing shall have occurred (and instruments as neither the Administrative Agent nor the Lenders shall have become aware of any facts or conditions not previously known) which has had a Material Adverse Effect. (g) The representations and warranties of the Parent Borrower set forth in Article IV hereto shall be true and correct on and as of the First Amendment Effective Date (except as otherwise set forth in such representations and warranties). (h) Except as set forth in the Current SEC Reports, as of the First Amendment Effective Date, there shall be no actions, suits or proceedings pending or, to the knowledge of a Responsible Officer, threatened (i) with respect to the Credit Agreement, this First Amendment or any other Loan Document or (ii) which the Administrative Agent or the Required Lenders shall reasonably requiredetermine would have a Material Adverse Effect. (i) The Parent Borrower shall have paid (i) all accrued and unpaid fees and interest due under the Credit Agreement and owing to the Exiting Lenders and Continuing Lenders as of the First Amendment Effective Date and (ii) all accrued and unpaid fees or commissions due under the Credit Agreement (including, without limitation, reasonable legal fees and out-of-pocket expenses for which invoices have been presented) to the Administrative Agent and Lenders, and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents. (j) The Parent Borrower shall have delivered to the Administrative Agent all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act.

Conditions of Effectiveness. This The effectiveness of this First Amendment shall be effective as of December 7, 1999, so long as each (including the amendments contained in Section 1 hereof and agreements contained in Section 2 hereof) are subject to the satisfaction of the following conditions precedent shall have been satisfied:(the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”): (a) the Administrative Agent this First Amendment shall receive counterparts of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each have been duly executed by the Required Lenders (as defined in Borrower, each Guarantor, the Intercreditor Agreement) Lenders, the Incremental Lenders, the Facility Agent and the Borrower Security Trustee (which may include a copy transmitted by facsimile or PDF or other electronic method), and acknowledged by each Guarantordelivered to the Facility Agent; (b) a duly executed original of a Guarantor Accession Agreement made among the Administrative Agent shall receive counterparts of Additional Guarantors and the First Amendment to Intercreditor Agreement, executed by the Required LendersFacility Agent; (c) the Administrative Facility Agent shall receive counterparts have received (i) a certificate of an officer or an officer of the Third sole member, as the case may be, of each Security Party dated the First Amendment Effective Date, certifying (A) either (i) that attached thereto is a true and complete copy of each Organizational Document of such Security Party, or (ii) that the copies of such Security Party’s Organizational Documents as previously certified and delivered to Promissory Notethe Facility Agent on the Closing Date (or, executed if later, the date of joinder of such Security Party as a Guarantor under the Loan Documents) remain in full force and effect on the First Amendment Effective Date, without modification or amendment since such prior date of certification and delivery, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Borrower Board of Directors or sole member of such Security Party authorizing the execution, delivery and Bank performance of Americathis First Amendment and the other Loan Documents (including, N.A.if applicable, extending as amended by this First Amendment) to which such Security Party is a party and, in the maturity case of the Overline Facility Borrower, the borrowing of the Loans hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the end incumbency and specimen signature of each officer, director and attorney-in-fact authorized to execute this First Amendment and any Loan Document or any other document delivered in connection herewith or therewith on behalf of such Security Party, (ii) a certificate as to the Waiver Periodgoodstanding of each Security Party as of a date reasonably near to the First Amendment Effective Date certifying that each Security Party is duly formed and in goodstanding under the laws of its jurisdiction of incorporation and (iii) an original or certified copy power of attorney under which any Loan Document is executed on behalf of a Security Party; (d) the Administrative Facility Agent shall receive a certified list have received copies of all real property owned by the Borrower and its Subsidiaries (other than consents which a Security Party requires to enter into, or make any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lienpayment under, the terms of which would not be violated by the granting any Loan Document, each certified as of a second lien without date reasonably near the prior written consent of the holder or holders (or the trustee or agent First Amendment Effective Date by an authorized person of such holder party as being a true and correct copy thereof, or holders) of the first liencertification by such authorized person that no such consents are required; (e) the Facility Agent shall have received such documentation and other evidence as is reasonably requested by the Facility Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Loan Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Facility Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT Act; (f) two valuations, each dated no more than thirty (30) days prior to the First Amendment Effective Date, addressed to the Facility Agent (at the expense of the Borrower) by an Approved Broker indicating the Fair Market Value of each of the Delivered Vessels, and each of the Additional Young Vessels to be financed by the Incremental Commitment; (g) the Facility Agent shall have received in form approved by the Facility Agent an amendment to each Vessel Mortgage duly executed by the owner of the relevant Vessel reflecting this First Amendment, and evidence that such amendment has been duly recorded in accordance with the Laws of the Approved Flag; (h) a copy of the memorandum of agreement (together with all amendments and addenda thereto) for each Additional Young Vessel duly executed by the relevant Additional Guarantor who will be the owner thereof, and the relevant seller, together with evidence of any address or similar commission arrangements, all of which shall be of terms acceptable to the Facility Agent (certified by an officer of the Borrower or such Additional Guarantor to be a true, correct and complete copy thereof); (i) evidence that each Additional Guarantor who will be the owner of an Additional Young Vessel has duly opened an Operating Account and has delivered to the Facility Agent all resolutions, signature cards and other documents or evidence required in connection with the opening, maintenance and operation of such accounts with the Account Bank; (j) a duly executed original of (i) an amendment to the Membership Interest Pledge and (ii) an Account Pledge with respect to each Additional Guarantor who will be the owner of an Additional Young Vessel, and of any documents required to be delivered thereunder; (k) on or prior to the First Amendment Effective Date, the Borrower shall have paid to the Facility Agent for the account of each Incremental Lender with First Incremental Commitments a fee equal to 1% of the aggregate amount of such Incremental Lender’s Commitments in effect on the First Amendment Effective Date; (l) the Borrower shall have paid all costs, fees, expenses and other amounts due and payable pursuant to the Loan Documents and in connection with this First Amendment; (m) the Facility Agent shall have received such legal opinions and other documents reasonably requested by the Facility Agent in connection with this First Amendment; and (n) (i) all representations and warranties set forth in Section 11 3 of this First Amendment shall be true and correct; correct in all material respects (for true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) all reasonable out-of-pocket fees on and expenses in connection as of the First Amendment Effective Date with the Loan Documentssame effect as though made on and as of such date, including except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of such earlier date) and (ii) no Default shall have occurred and be continuing or would occur after giving effect to the Incremental Commitments or to the incurrence of the Loans pursuant to this First Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets application of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably requireproceeds therefrom.

Conditions of Effectiveness. This Amendment shall be become effective as of December 7, 1999, so long as each on the date hereof (the “Amendment No. 4 Effective Date”) upon the satisfaction of the following conditions precedent shall have been satisfiedprecedent: (a) the The Administrative Agent shall receive have received counterparts of (i) to this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit AgreementAmendment, each duly executed by each of the Required Lenders (as defined in Borrower, the Intercreditor Agreement) Extending Lenders, the Administrative Agent, the Issuing Bank and the Borrower and acknowledged by each GuarantorSwingline Lender; (b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Amendment No. 4 Effective Date) of (i) Sidley Austin LLP, counsel for the Loan Parties, and (ii) in-house legal counsel for the Loan Parties, in each case, covering such matters relating to the Loan Parties and this Amendment as the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lendersreasonably request; (c) the The Administrative Agent shall receive counterparts have received certificates of the Third Amendment secretary or an assistant secretary of each Loan Party (or, if any Loan Party does not have a secretary or assistant secretary, any other Person duly authorized to Promissory Noteexecute such a certificate on behalf of such Loan Party), executed by the Borrower and Bank of America, N.A., extending the maturity certifying as to (i) specimen signatures of the Overline Facility persons authorized to the end execute Loan Documents to which such Loan Party is a party, (ii) copies of resolutions of the Waiver Periodboard of directors or other appropriate governing body of such Loan Party authorizing the execution and delivery of this Amendment and (iii) copies of such Loan Party’s constituent organizational documents or a statement that such constituent organizational documents have not changed since the time each Loan Party last provided a certification in respect thereof; (d) the The Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries have received, for each Loan Party (other than any non-essential asset with Western Cement Company of California), a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms certificate of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders good standing (or the trustee or agent equivalent) from the appropriate governing agency of such holder or holders) Loan Party’s jurisdiction of organization (to the first lienextent the concept of good standing is applicable in such jurisdiction); (e) The Administrative Agent shall have received, at least three Business Days prior to the representations Amendment No. 4 Effective Date, all documentation and warranties set forth other information regarding the Borrower requested in Section 11 connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of this the Borrower at least 10 Business Days prior to the Amendment shall be true and correct;No. 4 Effective Date; and (f) all The Administrative Agent shall have received payment of the Administrative Agent’s and its 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 the Loan Documents, including this Amendment and the Additional Security Documentsany other Loan Document, including legal and other professional fees and expenses incurred on or for which invoices have been presented at least one (1) Business Day prior to the date of this Amendment No. 4 Effective Date, in each case, to the extent payment is required by Administrative Agent or any Lender, including, without limitation, the reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (gSection 9.03(a) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably requireCredit Agreement.

Conditions of Effectiveness. This effectiveness of this Amendment shall be effective as of December 7, 1999, so long as each is subject to the satisfaction of the following conditions precedent shall have been satisfied:precedent. (a) the The Administrative Agent shall receive counterparts have received each of the following: (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; (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, a Note executed by the Borrower and Bank in favor of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Periodeach New Lender requesting a Note; (diii) a certificate of a Responsible Officer of the Administrative Agent shall receive Borrower (A) 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 certified list true, correct and complete copy of all real property owned the Organization Documents of the Borrower, or certifying that such Organization Documents were delivered on the Closing Date and certifying that since such date there have been no changes thereto and (C) attaching resolutions adopted by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms board of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders directors (or the trustee or agent of such holder or holdersother governing body) of the first lienBorrower authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment; (eiv) a certificate evidencing the representations existence and warranties set forth in Section 11 good standing of this Amendment shall be true and correctthe Borrower, issued as of a recent date by the applicable Governmental Authority of its jurisdiction of organization; (fv) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, including legal and other professional fees and expenses incurred on or prior to the date a favorable opinion of this Amendment by Administrative Agent or any Lender, including, without limitation, the reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇, LLP, covering such matters concerning the Borrower and PricewaterhouseCoopersthis Amendment as the Arrangers may reasonably request, shall have been paidin form and substance reasonably satisfactory to the Arrangers, such opinion to be addressed to the Administrative Agent and each Lender; (gvi) retainers in (A) quarterly financial statements and compliance certificate as required by the amount of $50,000 Existing Credit Agreement for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. the fiscal quarter ended September 30, 2014, and $50,000 (B) pro forma consolidated financial statements for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the nine-month period ended September 30, 2014 (the “Pro Forma Financial Statements”), consisting of October 1999a consolidated statement of earnings and a balance sheet, in each case giving pro forma effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) 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 Borrower; and (vii) A copy of the fully executed Sale Agreement, together with all exhibits and schedules thereto and other material agreements executed in connection with the QEP Field Services Sale, together with any amendments thereto. (b) 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 Credit Agreement and other Loan Documents shall have been obtained and shall be in full force and effect, and a Responsible Officer shall certify to such effect or shall certify that no such consents, license and approvals are required. (c) (i) The QEP Field Services Sale shall have been, or substantially concurrently with the Administrative Agent satisfaction of the other conditions precedent to the Fourth Amendment Effective Date, shall receivebe, consummated on the Fourth Amendment Effective Date in accordance in all material respects with the terms of the Sale Agreement, and (ii) no provision of the Sale Agreement, in the form of the Sale Agreement filed with the SEC on October 19, 2014, shall have been waived, amended, supplemented or otherwise modified, and substance satisfactory no consent or request by the Borrower or any of its Subsidiaries shall have been provided thereunder, in each case in a manner which is materially adverse to the interests of the Lenders without the Arrangers’ written consent. Without limiting the foregoing, it is agreed that a reduction in the sales price of more than 25% of the sales price shall be deemed “materially adverse to the interests of the Lenders.” (d) The Borrower shall have repaid (or substantially concurrently with the satisfaction of the other conditions precedent to the Fourth Amendment Effective Date, shall repay) on the Fourth Amendment Effective Date all Loans and other amounts owed under the Term Loan Agreement. (e) The Borrower shall have terminated all lender and letter of credit issuer commitments under the QEPM Credit Agreement and shall have repaid (or substantially concurrently with the satisfaction of the other conditions precedent to the Fourth Amendment Effective Date shall repay) on the Fourth Amendment Effective Date all loans and other amounts owed under the QEPM Credit Agreement. As used herein, the “QEPM Credit Agreement” means the Credit Agreement dated as of August 14, 2013 among QEP Midstream Partners Operating, LLC, as Borrower, QEP Midstream Partners, LP, as parent guarantor, ▇▇▇▇▇ Fargo Bank, N.A., as Administrative Agent Agent, and its counselthe lenders and other parties thereto, such other documents, certificates and instruments as the Administrative Agent shall reasonably requireamended.

Conditions of Effectiveness. This The effectiveness of this Amendment shall be effective as subject to the satisfaction of December 7, 1999, so long as each of the following conditions precedent shall have been satisfied:(such date of effectiveness, the “Effective Date”): (a) the Administrative Agent shall receive counterparts of have received the following, each in form and substance reasonably satisfactory to the Administrative Agent: (i) counterparts of this Amendment executed by each Borrower, each other Loan Party, the Administrative Agent and each Incremental Term-1 Lender; 83158564_2 (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each a promissory note executed by the Required Lenders Company in favor of each Incremental Term-1 Lender that has requested a promissory note at least two (as defined 2) Business Days in advance of the Intercreditor AgreementEffective Date; (iii) a certificate of the Company and each Subsidiary Guarantor that is a Domestic Subsidiary certifying that attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors (or other governing body) of such Person authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment; (iv) a certificate executed by a Financial Officer of the Company that the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Borrower and acknowledged by each GuarantorCredit Agreement have been satisfied on such date; and (v) a Borrowing Request for the Incremental Term-1 Loan meeting the requirements of Section 2.03 of the Credit Agreement; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth of the Loan Parties contained in Section 11 of this Amendment 5 shall be true and correct; (fc) all fees set forth in the letter agreement with ▇▇▇▇▇ Fargo Securities, LLC dated as of October 12, 2016, shall have been paid by the Company; and (d) all reasonable out-of-pocket fees costs and expenses incurred by the Administrative Agent as of the date hereof in connection with the Loan Documentspreparation, including negotiation, execution and delivery of this Amendment and the Additional Security Documents, including legal other instruments and other professional fees and expenses incurred on or prior documents to the date of this Amendment by Administrative Agent or any Lender, be delivered hereunder (including, without limitation, the reasonable fees fees, charges and expenses disbursements of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.legal counsel for the Administrative Agent in connection with the preparation, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ negotiation, execution and PricewaterhouseCoopers, delivery of this Amendment) shall have been paid; (g) retainers in paid by the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably requireCompany.

Conditions of Effectiveness. This Amendment shall be become effective as of December 7the date first above written when, 1999and only when, so long as each of the following conditions precedent shall have been satisfied: (aA) the Administrative Agent shall receive counterparts be satisfied with the corporate and legal structure and capitalization of each of (i) this Amendment Dresser, Ltd., a corporation organized and existing under the laws of Bermuda, (ii) Dresser Holdings, Ltd., a corporation organized and existing under the Waiver laws of Bermuda, (iii) Delaware Intermediate HoldCo and Fifth Amendment (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 Term Credit Agreementsuch structure and capitalization, each executed by the Required Lenders and (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (bB) the Administrative Agent shall receive have received each of the following: (i) counterparts of the First this Amendment to Intercreditor Agreement, 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; (cii) the consent attached hereto duly executed by each Guarantor and each Grantor; (iii) a Guaranty Supplement in the form of Exhibit H to the Credit Agreement duly executed by DEG Acquisitions; (iv) an assumption agreement in form and substance satisfactory to the Administrative Agent shall receive counterparts duly executed by Delaware Intermediate HoldCo with respect to the assumption by Delaware Intermediate HoldCo of all of the Third Amendment to Promissory Note, executed by the Borrower and Bank Obligations of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with DEG Acquisitions arising under the Loan Documents, including this Amendment and the Additional Security Documents, including legal and other professional fees and expenses incurred on or prior to the date of this Amendment by Administrative Agent or any Lender, Documents (including, without limitation, as Guarantor or Grantor thereunder), together with evidence that all action the reasonable fees Administrative Agent may deem necessary or desirable in order to perfect and expenses protect the first priority lien and security interest created under the Collateral Documents in the assets of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.Delaware Intermediate HoldCo have been taken; (v) a merger agreement in form and substance satisfactory to the Administrative Agent with respect to the Merger, ▇▇▇▇▇▇▇ ▇duly executed by each of the parties thereto; and (vi) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers▇, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries United States counsel for the month of October 1999; and (i) the Administrative Agent shall receiveLoan Parties, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably requireAgent.

Conditions of Effectiveness. This The effectiveness of this Amendment shall be effective as of December 7, 1999, so long as each is subject to the satisfaction of the following conditions precedent that the Administrative Agent shall have been satisfiedhave: (a) the Administrative Agent shall receive received counterparts of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each duly executed by the Borrower, the Required Lenders (as defined in and any other Lenders required by Section 11.1 of the Intercreditor Credit Agreement) ), and the Borrower Administrative Agent, and acknowledged the Credit Documents Reaffirmation attached hereto as Exhibit A duly executed by each Guarantorthe Credit Parties; (b) the Administrative Agent shall receive counterparts received a fully executed and effective copy of the First Amendment to Intercreditor Agreement, Security Agreement executed by the Required LendersCredit Parties and the Administrative Agent; (c) received from the Borrower for the benefit of each Lender that executes and delivers its signature page hereto to the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by facsimile or e-mail transmission (and with receipt thereof determined by the Borrower Administrative Agent in its sole discretion) no later than 4:00 p.m. Chicago time on August 12, 2010 (the “Consent Deadline”) and Bank of Americaelects (by affirmatively making such election on its signature page hereto) to be treated as a Class A Revolving Lender by the Consent Deadline, N.A., extending the maturity of the Overline Facility an amendment fee equal to 0.75% times such Lender’s Class A Revolving Commitment after giving effect to the end terms of the Waiver Periodthis Amendment (with no such fee being paid to any Class B Revolving Lender); (d) received from the Borrower, payment and/or reimbursement of the Administrative Agent shall receive a certified list of all real property owned Agent’s fees as required by the Credit Agreement, as well as those fees payable pursuant to that certain fee letter delivered in connection with this Amendment between the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known the Administrative Agent, and to the Borrower on extent invoiced prior to the date hereof to be either (i) unencumbered or (ii) subject to a lienhereof, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket expenses (including reasonable legal fees and expenses expenses) in connection with this Amendment; (e) received a favorable written opinion (addressed to the Loan Documents, including this Amendment Administrative Agent and the Additional Security Documents, including legal Lenders and other professional fees and expenses incurred on or prior to dated the date Amendment No. 1 Closing Date) of this Amendment by Administrative Agent or any Lender, including, without limitation, the reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopersLLP, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries counsel for the month of October 1999; and (i) the Administrative Agent shall receiveCredit Parties, in form and substance satisfactory covering such other matters relating to the Administrative Agent and its counselCredit Documents (including, such other documentswithout limitation, certificates and instruments the Credit Agreement (as amended by this Amendment)) as the Administrative Agent shall reasonably require.request; and (f) received those agreements, documents, instruments and other deliverables identified in the Amendment No. 1 List of Closing Documents attached hereto as Exhibit B.

Conditions of Effectiveness. This Amendment shall be become effective as of December 7the Amendment Effective Date, 1999, so long as each subject to the satisfaction (or waiver in writing by the Administrative Agent) of the following conditions precedent precedent: Section 12.01. the Administrative Agent shall have been satisfiedreceived this Amendment duly executed by Holdings, the Borrower and all of the Lenders, and acknowledged and consented to by the Guarantors. Section 12.02. the Administrative Agent shall have received a certificate of a Responsible Officer of each Loan Party, in form satisfactory to the Administrative Agent, certifying as of the Amendment Effective Date: (a) the Administrative Agent shall receive counterparts names and true signatures of (i) this Amendment the officers of such Loan Party authorized to execute and (ii) the Waiver and Fifth Amendment to Term Credit Agreementdeliver, each executed by the Required Lenders (as defined in the Intercreditor Agreement) name of and the Borrower and acknowledged by each Guarantoron behalf of such Loan Party, this Amendment; (b) the Administrative Agent shall receive counterparts copies of the First Amendment to Intercreditor Agreementresolutions (or similar authorizing documents) of the board of directors or other governing body of such Loan Party approving and authorizing the execution, executed delivery and performance by the Required Lenders;such Loan Party of this Amendment; and (c) other documents and matters as the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by may reasonably request; Section 12.03. the Borrower shall have paid all reasonable accrued and Bank unpaid fees, costs and expenses of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by and the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses Lenders in connection with the Loan Documents, including this Amendment and any other agreements, instruments or documents related hereto, and the Additional Security Documents, including legal transactions contemplated hereby and other professional fees and expenses incurred on or prior thereby to the date of this Amendment by Administrative Agent or any Lenderextent due and payable, including, without limitation, the reasonable fees and out of pocket expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, legal counsel for the Administrative Agent; Section 12.04. the Administrative Agent shall have been paid; (g) retainers received, for the ratable account of the Lenders, payment by the Borrower of a fee for the increase of the Commitment in immediately available funds in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999140,000; and (i) the Administrative Agent shall receive, in form and substance satisfactory to Section 12.05. the Administrative Agent and its counsel, such each Lender shall have received copies of all other documents, instruments and certificates and instruments as which the Administrative Agent shall Agent, any Lender or its or their counsel may reasonably requirerequest in connection herewith.

Conditions of Effectiveness. This The effectiveness of this Amendment shall be effective as of December 7, 1999, so long as each of is subject to the following conditions precedent shall have been satisfied: that (a) the Administrative Agent shall receive counterparts of have received (i) this Amendment an agreement to support the Restructuring has been signed by the Company (on behalf of itself and all direct and indirect subsidiaries) and Lenders having Revolving Credit Exposures, outstanding principal amount of Term Loans and unused Commitments representing at least 90% of the sum of the total Revolving Credit Exposures, the aggregate principal amount of Term Loans and the unused Commitments, (ii) the Waiver and Fifth counterparts of this Amendment to Term Credit Agreement, each duly executed by the Required Borrowers, the Supermajority Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; Administrative Agent, (biii) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, Consent and Reaffirmation attached hereto duly executed by the Required Lenders; Subsidiary Guarantors, (civ) the Administrative Agent shall receive counterparts a duly executed amendment in respect of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Yellow Receivables Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance reasonably satisfactory to the Administrative Agent (and the Required Lenders hereby consent to such Amendment) and such amendment shall be in full force and effect contemporaneously with this Amendment, (v) a duly executed amendment in respect of the Specified Pension Fund Deferral Transaction Documents in form and substance reasonably satisfactory to the Administrative Agent and its counselsuch amendment shall be in full force and effect contemporaneously with this Amendment, such other documents(vi) evidence reasonably satisfactory to the Administrative Agent that the Teamsters National Freight Industry Negotiating Committee of the International Brotherhood of Teamsters shall have confirmed that this Amendment is acceptable, certificates and (vii) those documents and instruments as may be reasonably requested by the Administrative Agent and (b) the Company shall reasonably requirehave paid all previously invoiced, reasonable, out-of-pocket expenses of the Administrative Agent (including, to the extent invoiced, reasonable attorneys’ fees and expenses) in connection with this Amendment and the other Loan Documents, in each case to the extent reimbursable under the terms of the Credit Agreement.

Conditions of Effectiveness. This The effectiveness of this Amendment shall be effective as and the amendment of December 7the Existing Credit Agreement and Existing Security Agreement set forth herein is subject to the satisfaction, 1999on or before August 17, so long as each 2017, of the following conditions precedent (the date on which all of such conditions shall have been satisfied:first be satisfied (or waived), which in the case of clause (b) may be substantially concurrent with the satisfaction of the other conditions specified below, the “Amendment Effective Date”): (a) The Administrative Agent’s (or its counsel’s) receipt of the Administrative Agent shall receive counterparts of following: (i) counterparts of this Amendment executed by (i) the Borrower, the Guarantors and all Lenders under the Existing Credit Agreement, and (ii) the Waiver New Revolving Lenders and Fifth Amendment New Term Lenders; or, as to any of the foregoing Lenders, New Revolving Lenders or New Term Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment; (ii) the Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.16(a) of the Amended Credit Agreement, ; (iii) certified copies of the resolutions of the boards of directors of each executed by the Required Lenders (as defined in the Intercreditor Agreement) and of the Borrower and acknowledged by each GuarantorGuarantor approving the execution and delivery of the Amendment and each other Loan Document to which it is, or is intended to be a party, and of all documents evidencing other necessary constitutive action and, if any, material governmental and other third party approvals and consents, if any, with respect to the Amendment, the other Transactions and each other Loan Document; (biv) a copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent shall receive counterparts Agent) by the Secretary of State of the First Amendment to Intercreditor Agreementjurisdiction of its incorporation or organization, executed by as the Required Lenderscase may be, thereof as being a true and complete copy thereof; (cv) a certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Amendment Effective Date (the statements made in which certificate shall be true on and as of the Amendment Effective Date), certifying as to (A) the Administrative Agent shall receive counterparts accuracy and completeness of the Third Amendment to Promissory Note, executed by charter (or other applicable formation document) of such Loan Party and the Borrower absence of any changes thereto; (B) the accuracy and Bank of America, N.A., extending the maturity completeness of the Overline Facility bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on which the resolutions of the board of directors (or persons performing similar functions) of such Person referred to in clause (b) above were adopted and the absence of any changes thereto (a copy of which shall be attached to such certificate); (C) the absence of any proceeding known to be pending for the dissolution, liquidation or other termination of the existence of such Loan Party; (D) the accuracy in all material respects of the representations and warranties made by such Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Amendment Effective Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date and to the end application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Waiver PeriodBorrowings or the issuance of any of the Letters of Credit to be made on the Amendment Effective Date or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2016; (dvi) a certificate of the Administrative Agent shall receive a certified list Secretary or an Assistant Secretary of all real property owned by each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Amendment and the other documents to be delivered thereunder; (vii) certificates, in substantially the form of Exhibit I to the Existing Credit Agreement attesting to the Solvency of the Borrower and its Subsidiaries Restricted Subsidiaries, on a consolidated basis (other than any non-essential asset with a fair market value not exceeding $200,000) that is known after giving effect to the Borrower on the date hereof to be either (i) unencumbered Transactions), from its Chief Financial Officer or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien;other financial officer; and (eviii) the representations and warranties set forth in Section 11 favorable opinions of this Amendment shall be true and correct; (fA) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇, LLP, counsel to the Loan Parties, and PricewaterhouseCoopers, shall have been paid; (gB) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ ▇, Loop & ▇▇▇▇▇▇ P.C. ▇▇▇, LLP, Michigan counsel to the Loan Parties, in each case dated as of the Amendment Effective Date and $50,000 for PricewaterhouseCoopers shall have been paidaddressing such matters as the Lenders may reasonably request, including in respect of collateral; (hb) The Lenders shall have received at least five (5) days prior to the Administrative Agent 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 without limitation, the Patriot Act; (c) Since December 31, 2016, there shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999not have occurred a Material Adverse Effect; and (id) the Administrative Agent The Borrower shall receivehave paid all costs, fees and expenses (including, without limitation, legal fees and expenses in form and substance satisfactory full in cash to the Administrative Agent extent due and its counsel, such payable for which the Borrower has received an invoice at least one (1) day prior to the Amendment Effective Date) and other documents, certificates and instruments as compensation payable to the Administrative Agent shall reasonably require.Agents or the Lender Parties;

Conditions of Effectiveness. This Amendment shall be effective as of December 7, 1999, so long as each of the The following constitute conditions precedent shall have been satisfiedto the effectiveness of this Amendment: (a) Execution and delivery of this Amendment by AFL, the Administrative General Partner and the Liquidity Agent; (b) The Liquidity Agent and AFL shall have 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 the downgrading or withdrawal of the then current ratings of the Commercial Paper Notes; (c) Each Liquidity Lender and the Credit Enhancer shall each have delivered written consent to this Amendment evidenced by their execution of Annex A hereto; (d) AFL shall have delivered prior written notice of this Amendment to the Rating Agencies, the Depository, the Agent, the Liquidity Agent and each Dealer; (e) AFL shall have delivered a fully executed copy of this Amendment to the Rating Agencies, the Depository, the Agent, the Liquidity Agent and 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 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 receive counterparts of 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 Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders General Partner (as defined in the Intercreditor Agreementx) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts a copy of the First Amendment to Intercreditor Agreementresolutions of its Board of Directors, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts certified as of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without Secretary thereof, authorizing the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations execution, delivery and warranties set forth in Section 11 performance of this Amendment shall be true and correct; (fy) all reasonable out-of-pocket fees and expenses in connection an incumbency certificate thereof with the Loan Documentsrespect to its officers, including agents or other representatives authorized to execute this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999Amendment; and (i) the Administrative The Liquidity Agent shall receive, in form and substance satisfactory have received an Opinion of Counsel to AFL to the Administrative Agent 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 counselterms, such other documents, certificates and instruments as subject to the Administrative Agent shall reasonably requireexceptions set forth therein.

Conditions of Effectiveness. This Amendment (a) The Agreement shall be become effective as of December 7the Effective Date of this Agreement upon the satisfaction of all of the following conditions: (i) Borrowers shall have delivered to Administrative Agent an original (or executed faxed or electronic copy) of this Agreement, 1999, so long as duly executed by each of the following conditions precedent Loan Parties; (ii) Administrative Agent shall have received a duly executed copy of the Management Services Agreement Amendment and the same shall be in full force and effect, and shall be satisfactory in all respects to Administrative Agent; (iii) Borrowers shall have delivered to Administrative Agent fully executed copies of the Parent $5,000,000 Debt Documents and the same shall be in full force and effect, and shall be satisfactory in all respects to Administrative Agent; (iv) Administrative Agent shall have received evidence that the full proceeds of the Investor Notes received by Parent shall have been satisfied: (a) contributed as equity to the capital of Danimer Holdings in form and substance satisfactory to Administrative Agent shall receive counterparts of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each GuarantorAgent; (bv) the Administrative Agent shall receive counterparts each of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth contained in Section 11 6 of this Amendment Agreement shall be true true, correct and correct;accurate as of the date of this Agreement; and (fvi) the receipt by Administrative Agent of the payment, in immediately available funds, of all reasonable out-of-pocket fees fees, costs, charges and expenses incurred by Administrative Agent in connection with the Loan Documentspreparation, execution and delivery of this Agreement or any of the transactions arising hereunder or otherwise related hereto or referred to herein, including this Amendment any actual out-of-pocket costs, expenses, charges or expenses of Administrative Agent and the Additional Security Documentsreasonable fees, including legal charges and other professional fees and expenses incurred on or prior to the date disbursements of this Amendment by counsel for Administrative Agent or any Lender, including, without limitation, the reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid;Agent. (gb) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. The parties hereto specifically acknowledge and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and agree that: (i) the execution and delivery of this Agreement shall not be deemed to create a course of dealing or otherwise obligate Administrative Agent or Lenders to execute similar agreements under the same, similar or different circumstances in the future; and (ii) neither Administrative Agent nor any Lender has any obligation to further amend provisions of, or waive compliance with or consent to a departure from the requirements of, the Existing Loan Agreement or any of the other Loan Documents. Except as expressly amended pursuant hereto, the Existing Loan Agreement and each of the other Loan Documents shall receiveremain unchanged and in full force and effect and are hereby ratified and confirmed in all respects, and the Collateral described in form and substance satisfactory the Loan Documents shall continue to secure the Obligations. Each of the Guarantors party hereto: (i) specifically consents to the Administrative Agent terms of this Agreement; (ii) reaffirms its obligations under its Guaranty and its counsel, under all other Loan Documents to which it is a party; (iii) reaffirms the waivers of each and every one of the defenses to such obligations as set forth in such Guaranty and each such other documents, certificates Loan Document; and instruments as (iv) reaffirms that its obligations under such Guaranty and each such other Loan Document are separate and distinct from the Administrative Agent shall reasonably requireobligations of any other party under the Loan Documents.

Conditions of Effectiveness. This Amendment shall be effective as of December 7, 1999, so long as each of the following conditions precedent shall have been satisfied: : (a) the Administrative Agent shall receive counterparts of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Amended and Restated Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; ; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; ; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; ; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; ; (e) the representations and warranties set forth in Section 11 10 of this Amendment shall be true and correct; ; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; ; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; ; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and and (i) the Administrative Agent shall receive, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably require. 12.

Conditions of Effectiveness. This Amendment The Commitments of each Lender hereunder shall be effective as of December 7, 1999, so long as each upon satisfaction of the following conditions precedent shall have been satisfied: precedent: Unless waived by all the Lenders (a) or by the Arranger and the Administrative Agent shall receive counterparts of with respect to matters or items specified in clause (iv) this Amendment and or (iivi) the Waiver and Fifth Amendment below with respect to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and which the Borrower has given assurances satisfactory to the Arranger and acknowledged by each Guarantor; (b) the Administrative Agent that such items shall receive counterparts be delivered promptly following the Closing Date), the Administrative Agent's receipt of the First Amendment to Intercreditor Agreementfollowing, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts a Responsible Officer of the Third Amendment to Promissory Notesigning Loan Party, executed by each dated the Borrower and Bank of AmericaClosing Date (or, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount case of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. certificates of governmental officials, a recent date before the Closing Date) and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, each in form and substance satisfactory to the Arranger, the Administrative Agent and its counselthe Lenders: except as otherwise specified in Section 6.15, executed counterparts of this Agreement, the Pledge Agreement, the Guaranty (364-Day), the Interco Subordination Agreement (executed by each party thereto) and the Intercreditor Agreement, in each case, sufficient in number for distribution to the Arranger, the Administrative Agent and the Borrower; Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment; [Reserved]; except as otherwise specified in Section 6.15, evidence satisfactory to the Administrative Agent that the Lien granted to the Collateral Agent for the benefit of the Lenders in the collateral described in the Pledge Agreement is a perfected security interest (except that with respect to the pledge of any Capital Stock of First Tier Foreign Subsidiaries, perfected to the extent that the Uniform Commercial Code in the relevant jurisdiction is applicable) in each case subject to nonconsensual Permitted Liens; and no Lien (other documentsthan nonconsensual Permitted Liens) exists on any such collateral described above other than the Lien created in favor of the Collateral Agent, for the benefit of the Lenders, pursuant to the Loan Documents and the Lenders (including Swap Counterparties) under the Three-Year Credit Agreement; such certificates and instruments of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent shall reasonably require.may require to establish the identities of and verify the 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;

Conditions of Effectiveness. This Amendment shall be become effective as upon the satisfaction (or waiver in writing) of December 7, 1999, so long as each of the following conditions precedent shall have been satisfiedconditions: (a) the Administrative Agent shall receive counterparts Agent’s receipt of four (i4) copies of this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each duly executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each GuarantorLoan Party; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting Agent’s receipt of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receivecompleted documentation information questionnaire, in form and substance satisfactory to Agent; (c) Agent’s receipt of a certificate from the Administrative 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) ▇▇▇▇▇▇’▇ certificate of 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 transactions contemplated herein; (d) Agent’s receipt of good standing certificates for ▇▇▇▇▇▇ dated not more than thirty (30) days prior to the date hereof, issued by the secretary of state of ▇▇▇▇▇▇’▇ jurisdiction of incorporation and each jurisdiction where the conduct of ▇▇▇▇▇▇’▇ business activities or the ownership of its properties necessitates qualification; (e) Agent’s receipt of executed copies of the 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 the Acquisition and the issuance of 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 (i) Agent’s receipt of such other certificates, instruments, documents and agreements as may be reasonably required by Agent or its counsel, each of which shall be in form and substance reasonably satisfactory to Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably require.

Conditions of Effectiveness. This Amendment shall be become effective as of December 7when, 1999and only when, so long as each of the following conditions precedent Lender shall have been satisfied: received: (a) a counterpart of this Amendment executed by each Borrower, together with, unless waived by Lender, a certificate of the Administrative Agent shall receive counterparts secretaries/managers of each Borrower, (i) attesting on behalf of Borrower to all company actions taken by Borrower, including resolutions of each Borrower’s directors/managers, authorizing the execution, delivery and performance of this Amendment and each other document to be delivered in connection with this Amendment, (ii) attesting to the Waiver names and Fifth true signatures of the persons authorized to sign this Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the other documents to be delivered by Borrower under this Amendment; and acknowledged by each Guarantor; (iii) attesting that there have been no amendments to the charter documents of any Borrower since September 23, 2013, (b) the Administrative Agent shall receive counterparts of Security Agreements for the First Amendment to Intercreditor AgreementNew Borrowers, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment No. 1 to Promissory NoteSecurity Agreements with respect to each other Borrower, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower Amendment and its Subsidiaries (other than any non-essential asset Joinder to Intellectual Property Security Agreement with a fair market value not exceeding $200,000) that is known respect to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lieneach Borrower, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations Amended and warranties set forth in Section 11 of this Amendment shall be true and correct; Restated Revolving Note, (f) all reasonable out-of-pocket fees the other documents, instruments and expenses in connection with agreements contemplated by the Loan DocumentsClosing Agenda annexed hereto as Exhibit A, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates instruments and instruments agreements as Lender may reasonably request. The within amendments are also subject to Borrower’s reimbursement to Lender of reasonable legal fees, expenses and other disbursements in connection with this Amendment and closing of the Administrative Agent shall reasonably requiretransactions contemplated hereby.

Conditions of Effectiveness. This The effectiveness of this Second Amendment shall be effective as of December 7, 1999, so long as each (including the amendments contained in SECTION 1 and agreements contained in SECTION 2) is subject to the satisfaction (or written waiver) of the following conditions precedent shall have been satisfied:(the date of satisfaction of such conditions being referred to herein as the “Second Amendment Effective Date”): (a) the Administrative Agent This Second Amendment shall receive counterparts of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each have been duly executed by the Required Lenders (as defined in Borrowers, the Intercreditor Agreement) Subsidiary Guarantors and the Borrower Pro Rata Agent (which may include a copy transmitted by facsimile or other electronic method), and acknowledged by each Guarantordelivered to the Pro Rata Agent and the Lenders under the Credit Agreement consisting of at least the Required Pro Rata Facility Lenders immediately prior to the Second Amendment Effective Date; (b) Rabobank, as Repricing Arranger, shall have received all fees due and payable under that certain engagement letter, dated as of February 27, 2020, by and among Parent and Rabobank (the Administrative Agent shall receive counterparts of the First “Second Amendment to Intercreditor Agreement, executed by the Required LendersEngagement Letter”); (c) the Administrative The Pro Rata Agent shall receive counterparts have received favorable legal opinions of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (dA) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇LLP, special counsel to the Loan Parties, (B) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; L.L.P., Nevada counsel to the Loan Parties, (gC) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & and Calder, Cayman Islands counsel to the Loan Parties, and (D) DLA Piper Luxembourg S.à ▇.▇▇▇▇▇ P.C. ., Luxembourg counsel to the Loan Parties, with respect to the capacity of the Luxembourg Loan Parties to enter into the Loan Documents and $50,000 for PricewaterhouseCoopers the subsistence of the existing security, in each case in form and substance reasonably satisfactory to the Pro Rata Agent; (d) The Pro Rata Agent shall have received a certificate signed by a Responsible Officer of the Borrowers as to the matters set forth in paragraphs (g) and (h) of this SECTION 3; (e) The Pro Rata Agent shall have received (I) a certificate dated as of the Second Amendment Effective Date of the corporate secretary or an assistant or associate corporate secretary or director (or such other officer reasonably acceptable to the Pro Rata Agent) of each of the Loan Parties, in form and substance reasonably satisfactory to the Pro Rata Agent, certifying (i) that either (A) attached thereto is a true and complete and up to date copy of the articles or certificate of incorporation, memorandum and articles of association or other comparable organizational documents including any certificate on change of name and all amendments thereto of such Loan Party certified (other than in the case of any Loan Party that is a Cayman Islands exempted company) as of a recent date by the secretary of state (or comparable Governmental Authority) of its jurisdiction of organization (where applicable), and that the same has not been paidamended since the date of such certification or (B) the articles or certificate of incorporation or other comparable organizational documents of such Loan Party delivered on the First Amendment Effective Date to the Pro Rata Agent have not been amended and are in full force and effect, (ii) that either (A) attached thereto is a true and complete copy of the bylaws or comparable governing documents of such Loan Party, as then in effect and as in effect at all times without amendment of supersession from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate or (B) that the bylaws or comparable governing documents of such Loan Party delivered on the Closing Date to the Pro Rata Agent have not been amended and are in full force and effect and (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors or other comparable governing body or bodies of such Loan Party and, if applicable all the holders of the issued shares of such Loan Party, authorizing the execution, delivery and performance of this Second Amendment and any related Loan Documents to which it is a party, which are in full force and effect without amendment or supersession as of the date of the certificate, and as to the incumbency and genuineness of the signature of each officer, director or other comparable authorized manager or attorney of such Loan Party, executing this Second Amendment or any of such other Loan Documents, and attaching all such copies of the documents described above together with, in the case of the Loan Parties incorporated in the Cayman Islands, copies of their internal registers of directors and officers and registers of mortgages and charges and (II) in respect of (i) any Luxembourg Loan Party, (ii) WHBL Luxembourg S.à ▇.▇., (iii) Herbalife Luxembourg Distribution S.à ▇.▇., (iv) HLF Luxembourg Distribution S.à ▇.▇. and (v) Herbalife Africa (together the “Luxembourg Entities” and each a “Luxembourg Entity”), a manager’s certificate dated as of the Second Amendment Effective Date signed by a manager of the relevant Luxembourg Entity, certifying the following items: (A) an up-to-date copy of the articles of association of the relevant Luxembourg Entity; (B) an electronic true and complete certified excerpt of the Luxembourg Companies Register pertaining to the relevant Luxembourg Entity dated as of the date of this Agreement; (C) an electronic true and complete certified certificate of non-registration of judgment (certificat de non-inscription d’une décision judiciaire) dated as of the date of this Agreement issued by the Luxembourg Companies Register and reflecting the situation no more than one Business Day prior to the date of this Agreement; (D) with respect to the Luxembourg Loan Parties only, true, complete and up-to-date board resolutions approving the entry by the relevant Luxembourg Loan Party into, among others, the Loan Documents; (E) the relevant Luxembourg Entity is not subject to nor, as applicable, does it meet or threaten to meet the criteria of bankruptcy (faillite), voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de la faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), general settlement with creditors or similar laws affecting the rights of creditors generally and no application has been made or is to be made by its manager or, as far as it is aware, by any other person for the appointment of a commissaire, juge-commissaire, liquidateur, curateur or similar officer pursuant to any voluntary or judicial insolvency, winding-up, liquidation or similar proceedings; (F) (with respect to the Luxembourg Loan Parties only) a true and complete specimen of signatures for each of the managers or authorized signatories having executed for and on behalf of the relevant Luxembourg Loan Party the Loan Documents; (G) a certificate of the domiciliation agent or signed by a manager of the relevant Luxembourg Entity certifying, as the case may be, (i) due compliance by the relevant Luxembourg Entity with, and adherence to, the provisions of the Luxembourg Law dated 31 May 1999 concerning the domiciliation of companies, as amended, and the related circulars issued by the Commission de Surveillance du Secteur Financier or (ii) that the premises of the Luxembourg Entity are leased pursuant to a legal, valid and binding (and still in full force and effect) lease agreement and correspond to sufficient unshared office space, with a separate entrance and sufficient office equipment allowing it to effectively carry out its business activities; (f) The Pro Rata Agent shall have received a certificate as of a recent date of the good standing of each of the Loan Parties under the laws of its jurisdiction of organization, from the secretary of state (or comparable Governmental Authority) of such jurisdiction as well as corresponding telephonic bring-down good standing memoranda dated as of the Second Amendment Effective Date, save that, no such bring-down good standing is required for any Loan Party that is a Cayman Islands exempted company where the above recent date of the certificate of good standing initially provided is no earlier than 10 Business Days prior to the Second Amendment Effective Date; (g) No Default or Event of Default has occurred and is continuing both before and immediately after giving effect to the transactions contemplated hereby; (h) The representations and warranties of each Loan Party set forth in SECTION 5(b) of this Second Amendment are true and correct and the Administrative Agent shall receive the consolidated balance sheets representations and warranties of each Loan Party set forth in SECTIONS 5(a) and (c) of this Second Amendment are true and correct in all material respects on and as of the Borrower Second Amendment Effective Date (immediately after giving effect to this Second Amendment) as if made on as of such date, except in the case of any representations and its Subsidiaries for the month warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of October 1999such earlier date; andprovided, that, in each case such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality or “Material Adverse Effect”; (i) the Administrative The Pro Rata Agent shall receive, have received a solvency certificate in the form and substance satisfactory of Exhibit J of the Credit Agreement from a Responsible Officer of the Parent with respect to the Administrative Agent solvency of the Parent and its counselSubsidiaries, such other documentson a consolidated basis, certificates and instruments as after giving effect to the Administrative Agent shall reasonably require.Second Amendment;

Conditions of Effectiveness. This The effectiveness of this Amendment shall be effective as of December 7, 1999, so long as each (the “Amendment No. 1 Effective Date”) is subject to the satisfaction of the following conditions precedent shall have been satisfiedprecedent: (a) the The Administrative Agent shall receive have received counterparts of (i) this Amendment duly executed by the Company, the Lenders, the Issuing Bank, the Swingline Lender and the Administrative Agent and (ii) the Waiver Consent and Fifth Amendment to Term Credit Agreement, each Reaffirmation attached hereto duly executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor;Subsidiary Guarantors. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent shall receive counterparts and the Lenders and dated the Amendment No. 1 Effective Date) of Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for the First Amendment Loan Parties, reasonably satisfactory to Intercreditor Agreement, executed by the Required Lenders;Administrative Agent. Holdings hereby requests such counsel to deliver such opinion. (c) The Administrative Agent shall have received (i) a certificate signed by Responsible Officer of Holdings certifying that, after giving effect (including giving effect on a Pro Forma Basis) to the Amendment and the making of the Additional Term Loans, Holdings is in compliance (on a Pro Forma Basis) with the covenants contained in Section 6.11 of the Credit Agreement and (ii) such other documents and certificates as the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Noteor its counsel may reasonably request, executed by the Borrower all in form and Bank of America, N.A., extending the maturity of the Overline Facility substance reasonably satisfactory to the end of the Waiver Period;Administrative Agent and its counsel. (d) the The Administrative Agent shall receive a certified list have received, for the account of all real property owned each Lender party hereto that delivers its executed signature page to this Amendment by no later than the date and time specified by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known Administrative Agent, an upfront fee in an amount equal to the Borrower on amount previously disclosed to the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien;Lenders. (e) The Administrative Agent shall have received payment of the representations Administrative Agent’s and warranties set forth in Section 11 of this Amendment shall be true its affiliates’ fees and correct; reasonable out-of-pocket expenses (f) all including reasonable out-of-pocket fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably requireAmendment.

Conditions of Effectiveness. This Amendment shall be become effective as of December 7, 1999, so long as each of (the following conditions precedent shall have been satisfied“Second Amendment Effective Date”) upon Agent’s receipt of: (a) the Administrative Agent shall receive counterparts A copy of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit AgreementAmendment, each executed by the Required Lenders (as defined in Borrowers, the Intercreditor Agreement) Agent and the Borrower and acknowledged by each GuarantorLender; (b) the Administrative Agent shall receive counterparts A copy of that certain Third Amendment to Sixth Amended and Restated Credit Agreement dated as of the First Amendment date hereof by and among the Borrowers, the Guarantors, the lenders party thereto and ABL Agent, in form and substance satisfactory to Intercreditor Agreement, executed by Agent and the Required Lenders; (c) the Administrative Agent shall receive counterparts A certificate of the Third Amendment to Promissory Note, executed by the Borrower and Bank an Authorized Officer of America, N.A., extending the maturity each Loan Party dated as of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either which shall certify (i) unencumbered copies of resolutions of the board of directors (or other equivalent governing body, member or partner) of such Loan Party authorizing the execution, delivery and performance of this Amendment and each other Loan Document executed in connection with this Amendment to which such Loan Party is a party, (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent incumbency and signature of the holder or holders (or the trustee or agent officers of such holder or holdersLoan Party authorized to execute this Amendment and such other Loan Documents, and (iii) that the copies of the first lien; (e) organizational documents of each Loan 25020512v3 Party delivered to the representations and warranties set forth in Section 11 Agent as of the date of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with or as previously delivered to the Loan Documents, including this Amendment and the Additional Security Documents, including legal and other professional fees and expenses incurred on or Agent prior to the date of this Amendment by Administrative Agent or any Lenderare true, including, without limitation, correct and complete as of the reasonable fees and expenses date of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paidthis Amendment; (gd) retainers An amendment fee payable to Agent for the account of the Lenders (to be shared by the Lenders on a pro-rata basis) in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. 624,375, which fee shall be fully earned and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets due and payable as of the Borrower and its Subsidiaries for the month of October 1999date hereof; and (ie) All reasonable out-of-pocket expenses of the Administrative Agent shall receiveincurred in connection with the preparation, in form execution and substance satisfactory delivery of this Amendment and the other instruments and documents to be delivered hereunder, if any (including the reasonable fees, disbursements and other charges of Blank Rome LLP, counsel for the Agent) to the Administrative Agent and its counsel, such other documents, certificates and instruments as extent invoiced at least one (1) day prior to the Administrative Agent shall reasonably requiredate hereof.

Conditions of Effectiveness. This Amendment shall be become effective as of December 7the first date (such date being referred to as the “Amendment No. 2 Effective Date”, 1999which date is March 26, so long as 2014) when each of the following conditions precedent shall have been satisfied: (a) The Administrative Agent shall have received this Amendment, duly executed and delivered by (A) the Borrower, (B) Holdings, (C) the Guarantors, (D) the Cashless Option Term B-2 Lenders, (E) the Additional Term B-2 Lender and (F) the Administrative Agent. (b) The Administrative Agent shall have received a Committed Loan Notice not later than 5:30 p.m. (New York, New York time) on the Business Day prior to the requested date of the Amendment No. 2 Effective Date. (c) The Administrative Agent shall have received, on behalf of itself, the First Lien Collateral Agent and the Lenders, an opinion from Ropes & ▇▇▇▇ LLP, New York counsel for the Loan Parties, dated the Amendment No. 2 Effective Date and addressed to the Administrative Agent, the First Lien Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received such (x) certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent shall receive counterparts may reasonably require evidencing the identity, authority and capacity of (i) each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and (iiy) the Waiver and Fifth Amendment to Term Credit Agreementa certificate, each executed by the Required Lenders (dated as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor AgreementNo. 2 Effective Date, executed signed by the Required Lenders; (c) the Administrative Agent shall receive counterparts a Responsible Officer of the Third Amendment to Promissory NoteBorrower, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either confirming (i) unencumbered or satisfaction of the conditions set forth in Sections 3(f) and (g) and (ii) subject that the Term B-2 Loans meet the requirements and conditions to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent Other Term Loans under Section 2.15 of the holder or holders Credit Agreement and related definitions thereunder (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 definition of “Credit Agreement Refinancing Indebtedness”). (e) Payment of all reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance satisfactory due to the Administrative Agent and its counsel, such other documents, certificates and instruments the Arrangers (as agreed to in writing between the Administrative Agent and/or the Arrangers and the Borrower), in each case required to be paid on the Amendment No. 2 Effective Date and to the extent invoiced at least two Business Days prior to the Amendment No. 2 Effective Date. Substantially simultaneous with effectiveness, the Term Lenders (including all Cashless Option Term B-2 Lenders but excluding the Additional Term B-2 Lender in its capacity as such) under the existing Credit Agreement shall reasonably require.have been paid all accrued principal (other than the principal amount of Converted Term B-1 Loans) and interest on their Term B-1 Loans to, but not including, the Amendment No. 2

Conditions of Effectiveness. This The effectiveness of this Amendment shall be effective as of December 7, 1999, so long as each of (the following “Amendment No. 1 Effective Date”) is subject to the conditions precedent shall have been satisfiedthat: (a) the Administrative Agent shall receive counterparts of have received (i) counterparts of this Amendment duly executed by each Borrower (including each Departing UK Borrower), each Affected Term Lender, the Required Lenders and the Administrative Agent and (ii) the Waiver Consent and Fifth Amendment to Term Credit Agreement, each Reaffirmation attached hereto duly executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each GuarantorSubsidiary Guarantors; (b) the Administrative Agent shall receive counterparts of the First Amendment have received a favorable written opinion (addressed to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts and the Lenders and dated the Amendment No. 1 Effective Date) of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, U.S. counsel to the Loan Parties and PricewaterhouseCoopers, shall have been paid; (gii) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. , internal counsel to the Loan Parties, in each case in form and $50,000 for PricewaterhouseCoopers substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Loan Parties, the Loan Documents, this Amendment and the transactions contemplated hereby as the Administrative Agent shall have been paidreasonably request. The Company hereby requests such counsel to deliver such opinions; (hc) the Administrative Agent shall receive the consolidated balance sheets have received a certificate signed by a Responsible Officer of the Borrower Company certifying, as of the date hereof and its Subsidiaries for after giving effect to the month amendments and transactions contemplated hereby, that (i) the conditions set forth in paragraphs (a) and (b) of October 1999; andSection 4.02 of the Credit Agreement are satisfied and (ii) the Company is in compliance (on a Pro Forma Basis) with the covenants contained in Section 6.18 of the Credit Agreement; (id) the Administrative Agent shall receivehave received such other documents, certificates and other deliveries as the Administrative Agent or its counsel may reasonably request, including, without limitation, relating to the organization, existence and good standing (or the equivalent in the applicable jurisdiction) of the Company, the authorization of the transactions contemplated hereby and by the Credit Agreement and any other legal matters relating to the Company, the Loan Documents or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as ; (e) the Administrative Agent shall reasonably require.have received (i) a Borrowing Request executed by LKQ Netherlands in respect of the Netherlands First Amendment Revolving Loans to be made on the date hereof and (ii) a Borrowing Request executed by the Company in respect of the Incremental US Term Loans to be made on the date hereof; (f) the Administrative Agent shall have received (i) all fees and other amounts due and payable on or prior to the Amendment No. 1 Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers under the Loan Documents and (ii) all accrued and unpaid interest under the Credit Agreement in respect of the Existing Euro Term Loans; and (g) substantially concurrently with the effectiveness of this Amendment and the funding of the Netherlands First Amendment Revolving Loans and the Incremental US Term Loans on the date hereof, LKQ Netherlands shall have prepaid (i) the Existing Euro Term Loans, together with all interest, fees and other amounts owing in respect thereof, with the proceeds of the Netherlands First Amendment Revolving Loans and (ii) the Netherlands First Amendment Revolving Loans, together with all interest, fees and other amounts owing in respect thereof, with the proceeds of a Hedge Agreement entered into by the Company with the proceeds of the Incremental US Term Loans. In connection with the foregoing, the Administrative Agent shall have made such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Credit Agreement as are necessary in order that each such Lender’s Credit Exposure and outstanding Loans under the Credit Agreement reflects such Lender’s Applicable Percentage of the outstanding aggregate Credit Exposures after giving effect to the transactions contemplated hereby on the Amendment No. 1

Conditions of Effectiveness. This Amendment shall be become effective as of December 7the date (such date, 1999, so long as each the “Second Amendment Effective Date”) on which the Administrative Agent has received counterparts of the following conditions precedent shall have been satisfied: (a) the Administrative Agent shall receive counterparts of (i) this Amendment executed by Company, the Lender party hereto constituting Lender consent required pursuant to Section 9.4 of the Credit Agreement (including, for the avoidance of doubt, (x) Requisite Lenders in accordance with Section 9.4(a) of the Credit Agreement and (iiy) each such Lender providing increased commitments pursuant hereto in accordance with Section 9.4(c)(i) of the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; Administrative Agent, (b) the Administrative Agent shall receive counterparts Amendment No. 1 to Asset Purchase Agreement, dated as of the First Second Amendment to Intercreditor Effective Date, which amends the Asset Purchase Agreement, executed by Company, Holdings, the Required Lenders; Lender party thereto and the Administrative Agent, (c) Amendment No. 1 to Custodial Services Agreement, dated as of the Second Amendment Effective Date, which amends the Custodial Services Agreement, executed by Company, Holdings, the Lender party thereto, the Administrative Agent shall receive counterparts of and the Third Amendment to Promissory NoteCustodian, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Amended & Restated Fee Letter, dated as of the Second Amendment Effective Date, which amends and restates the Fee Letter, executed by Company, the Lender party thereto and the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) originally executed copies of the representations and warranties set forth in Section 11 favorable written opinions of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for Company and PricewaterhouseCoopersHoldings, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) as to such matters as the Administrative Agent shall receive the consolidated balance sheets may reasonably request, dated as of the Borrower Effective Date and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, otherwise in form and substance reasonably satisfactory to the Administrative Agent (and its counselCompany hereby instructs, and Holdings shall instruct, such other documents, certificates counsel to deliver such opinions to Agents and instruments as the Administrative Agent shall reasonably requireLenders).

Conditions of Effectiveness. This Amendment shall be become effective as of December 7the first date (the “Amendment Effective Date”) on which, 1999and only if, so long as each of the following conditions precedent shall have been satisfied:satisfied (or waived by the Lenders): (a) the The Administrative Agent shall receive have received, in form and substance satisfactory to the Administrative Agent, counterparts of this Amendment executed by each of the Loan Parties, each of the Lenders (in their capacities as Lenders and, if applicable, as Swap Counterparties) and the Administrative Agent. (b) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, a Joinder Agreement to the Subsidiary Guaranty executed by each Loan Party identified as a New Guarantor on Schedule 1 attached hereto. (c) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, counterparts of the Intercreditor Agreement executed by each of the parties party thereto. (d) The Borrower and certain of its Subsidiaries shall have (i) this Amendment executed and delivered the Pledge Agreement, (ii) made all filings necessary or desirable in order to perfect and protect the Waiver first priority liens and Fifth Amendment to Term Credit Agreement, each executed by security interests created in the Required Lenders Collateral (as defined in the Intercreditor Pledge Agreement) and (iii) delivered to the Borrower and acknowledged by Collateral Agent certificated securities of each Guarantor;applicable Issuer (as defined in the Pledge Agreement), if any, together with any applicable share powers delivered in blank. (be) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, an amendment to each of the KeyBank 2015 Credit Agreement, the KeyBank 2017 Credit Agreement, the JPM Credit Agreement and the PNC Bank Credit Agreement, it being understood that, in each case, any such amendment that is in substantially the same form as this Amendment or otherwise substantially consistent with the summary of amendment terms previously approved by the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct;deemed satisfactory. (f) all reasonable out-of-pocket fees and expenses in connection with The Administrative Agent shall have received a favorable written opinion (addressed to the Loan Documents, including this Amendment Administrative Agent and the Additional Security Documents, including legal Lenders and other professional fees and expenses incurred on or prior to dated the date Amendment Effective Date) of this Amendment by Administrative Agent or any Lender, including, without limitation, the reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Borrower and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇other Loan Parties and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) LLP, special Maryland counsel to the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receiveCompany, in each case, in form and substance satisfactory reasonably acceptable to the Administrative Agent and its counsel, covering such other documentsmatters relating to the Loan Parties and this Amendment as the Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (g) The Administrative Agent shall have received the following items from the Borrower: (i) Certificates of good standing for each Loan Party from the states of organization of such Loan Party, certificates certified by the appropriate governmental officer and instruments as dated not more than thirty (30) days prior to the Amendment Effective Date; (ii) Copies of the formation documents of each Loan Party certified by an officer of such Loan Party, together with all amendments thereto; (iii) Incumbency certificates, executed by officers of each Loan Party, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents on behalf of such Loan Party (and to make borrowings and request other extensions of credit hereunder on behalf of the Borrower, in the case of the Borrower), upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (iv) Copies, certified by a Secretary or an Assistant Secretary of each Loan Party of the resolutions (and resolutions of other bodies, if any are reasonably requiredeemed necessary by counsel for the Administrative Agent) authorizing the transactions contemplated by this Amendment, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the other Loan Parties; and (v) UCC financing statement, judgment, and tax lien searches with respect to each Loan Party from its state of organization. (i) The fees provided for in Section 5, (ii) any fees separately agreed by the Administrative Agent and the Borrower, and (iii) to the extent invoiced to the Borrower at least one (1) Business Day prior to the Amendment Effective Date, all of the reasonable out-of-pocket expenses of the Administrative Agent (including the reasonable fees and expenses of one firm of counsel for the Administrative Agent) due and payable on the Amendment Effective Date shall have been paid in full. (i) The Administrative Agent and each Lender shall have received all documentation and other information about the Loan Parties as shall have been reasonably requested by the Administrative Agent or such Lender at least five (5) Business Days prior to the Amendment Effective Date that it shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act to the extent requested by the Administrative Agent at least five (5) Business Days prior to the Amendment Effective Date.

Conditions of Effectiveness. This Amendment shall be become effective as of December 7the first date (such date being referred to as the “Amendment No. 7 Effective Date”, 1999which date is November 30, so long as 2016) when each of the following conditions precedent shall have been satisfied: (a) the The Administrative Agent shall receive have received counterparts of this Amendment, duly executed and delivered by (i) this Amendment and the Borrower, (ii) Holdings, (iii) the Waiver and Fifth Amendment to Term Credit AgreementMLP, each executed by (iv) Consenting Lenders constituting the Required Lenders and (as defined in v) the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor;Administrative Agent. (b) the The Administrative Agent shall receive counterparts have received, on behalf of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment itself and the Additional Security DocumentsLenders, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇an opinion from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Parties, dated as of the Amendment No. 7 Effective Date and PricewaterhouseCoopersaddressed to the Administrative Agent and each of the Lenders, in form and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have been paid;received (i) certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Credit Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and (ii) a certificate, dated as of the Amendment No. 7 Effective Date, signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 3(d) and (f) of this Amendment. (gd) retainers The representations and warranties of the Borrower and each other Credit Party contained in Section 8 of the amount Credit Agreement (as amended hereby) or any other Credit Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of $50,000 for Winstead the Amendment No. 7 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date. (e) Payment by the Borrower of all reasonable fees and expenses due to the Administrative Agent, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including the legal fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receiveLLP, in form and substance satisfactory counsel to the Administrative Agent and its counselAgent). (f) After giving effect to this Amendment, such other documentsno Default or Event of Default exists, certificates and instruments as or would result from the Administrative Agent shall reasonably requireeffectiveness of this Amendment.

Conditions of Effectiveness. This Amendment shall be become effective as of December 7, 1999, so long as each the first date (the “Amendment Effective Date”) on which all of the following conditions precedent shall have been satisfied: (a) the Administrative Agent shall receive counterparts conditions precedent set forth in Section 5.01 (excluding clause 5.01(a)(xiv)) of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Existing Credit Agreement, mutadis mutandis, shall have been satisfied to the same extent as if such conditions precedent were by their terms applicable to the occurrence of the Amendment Effective Date (including, without limitation, by deeming the reference to ‘March 31, 2021’ in each executed by the Required Lenders (as defined in the Intercreditor Agreementof Sections 5.01(a)(xi) and the Borrower and acknowledged by each Guarantor(xii) to refer instead to ‘December 31, 2021’); (b) the Operating Partnership (or any Subsidiary of the Operating Partnership) shall have confirmed to the Administrative Agent shall receive counterparts of in writing that it intends to consummate the First Park Holidays Acquisition within two Business Days following the Amendment to Intercreditor Agreement, executed by the Required LendersEffective Date; (c) the Administrative Agent shall receive counterparts representations and warranties of the Third Amendment to Promissory Note, executed by the Borrower Borrowers and Bank of America, N.A., extending the maturity each other Loan Party contained in Article VI of the Overline Facility Credit Agreement and each other Loan Document shall be true and correct in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of the Amendment Effective Date, except to the end extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects or in all respects, as applicable, as of such earlier date, and except that for purposes of this clause (c), the representations and warranties contained in clauses (a) and (b) of Section 6.05 of the Waiver PeriodCredit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clause (a) of Section 7.01 of the Credit Agreement; (d) no Default exists on the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known Amendment Effective Date, or will exist immediately after giving effect to the Borrower consummation of the Park Holidays Acquisition on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lienthereof; (e) the representations Administrative Agent shall have received evidence of the termination of that certain Commitment Letter dated as of November 13, 2021 from Citigroup Global Markets Inc. and warranties set forth certain of the Lenders in Section 11 respect of this Amendment shall be true and correct;a proposed £950,000,000 senior unsecured bridge loan; and (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receivehave received, in form and substance satisfactory to the Administrative Agent Agent, counterparts of this Amendment executed by the Borrowers, the Parent and its counselthe Lenders. Notwithstanding the foregoing, this Amendment and the amendments contained herein shall terminate on May 13, 2022 without any further action by the parties hereto if the Amendment Effective Date shall not have occurred prior to such other documents, certificates and instruments as the Administrative Agent shall reasonably requiredate.

Conditions of Effectiveness. This Second Amendment shall be become effective as of December 7the date (such date being referred to as the “Second Amendment Effective Date”) when, 1999and only when, so long as each of the following conditions precedent shall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Second Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent shall receive counterparts (which may include facsimile or other electronic image scan transmission of (ia signed signature page of this Amendment) that such party has signed a counterpart of this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor;Amendment. (b) The Administrative Agent shall have received the favorable written opinion (addressed to the Administrative Agent shall receive counterparts of and the First Lenders and dated the Second Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holdersEffective Date) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ PLLP, special counsel for the Borrowers and PricewaterhouseCoopersthe Subsidiary Guarantors, shall have been paid; (g) retainers in covering such other matters relating to the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. Company, this Second Amendment, the other Loan Documents or the transactions contemplated by this Amendment and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the other Loan Documents as the Administrative Agent or the Lenders shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; andreasonably request. The Company hereby requests such counsel to deliver such opinion. (ic) The Administrative Agent shall have received such documents and certificates as the Administrative Agent shall receiveor its counsel may reasonably request relating to the authority of the Company to enter into this Amendment and any other legal matters relating to the Company, this Amendment, the other Loan Documents or the transactions contemplated by this Amendment and the other Loan Documents, all in form and substance satisfactory to the Administrative Agent and its counsel. (d) A certificate of each Subsidiary Guarantor, signed on behalf of such other documentsSubsidiary Guarantor, certificates certifying to the continuing full force and instruments effect, both immediately before and after the Second Amendment Effective Date, of the Guarantee Agreement. (e) The representations and warranties set forth in Article 4 hereto and in the Credit Agreement shall be true and correct on and as of the Second Amendment Effective Date. (f) No Default shall have occurred and be continuing both immediately before and after the Second Amendment Effective Date. (g) The Administrative Agent shall have received (i) all accrued and unpaid interest and fees owing to the Exiting Lenders and Continuing Lenders as of the Second Amendment Effective Date and (ii) all fees and other amounts due and payable on or prior to the Second Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any of the Borrowers under the Credit Agreement, under this Second Amendment or under any other Loan Document. (h) The Administrative Agent shall have received such documentation and information as is reasonably requirerequested by any Lender about the Borrowers and the Subsidiary Guarantors in respect of applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act.

Conditions of Effectiveness. This Amendment shall be become effective as of December 7the first date (such date being referred to as the “Amendment No. 1 Effective Date”, 1999which date is April 30, so long as 2013) when each of the following conditions precedent shall have been satisfied: (a) The Administrative Agent shall have received this Amendment, duly executed and delivered by (A) the Borrower, (B) Holdings, (C) the Guarantors, (D) the Cashless Option Lenders, (E) the Revolving Credit Lenders, (F) the Additional Term B-1 Lender and (G) the Administrative Agent. (b) The Administrative Agent shall have received a Committed Loan Notice not later than 5:30 p.m. (New York, New York time) on the Business Day prior to the requested date of the Amendment No. 1 Effective Date. (c) The Administrative Agent shall have received, on behalf of itself, the First Lien Collateral Agent and the Lenders, an opinion from Ropes & ▇▇▇▇ LLP, New York counsel for the Loan Parties, dated as of the Amendment No. 1 Effective Date and addressed to the Administrative Agent, the First Lien Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received such (x) certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent shall receive counterparts may reasonably require evidencing the identity, authority and capacity of (i) each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and (iiy) the Waiver and Fifth Amendment to Term Credit Agreementa certificate, each executed by the Required Lenders (dated as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor AgreementNo. 1 Effective Date, executed signed by the Required Lenders; (c) the Administrative Agent shall receive counterparts a Responsible Officer of the Third Amendment to Promissory NoteBorrower, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either confirming (i) unencumbered or satisfaction of the conditions set forth in Sections 4(f) and (g) and (ii) subject that the Term B-1 Loans and the Tranche A Revolving Credit Commitments meet the requirements and conditions to a lienthe Other Term Loans and Other Revolving Credit Commitments, the terms of which would not be violated by the granting of a second lien without the prior written consent respectively, in each case under Section 2.15 of the holder or holders Credit Agreement and related definitions thereunder (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 definition of “Credit Agreement Refinancing Indebtedness”). (e) Payment of all reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance satisfactory due to the Administrative Agent and its counsel, such other documents, certificates and instruments the Arrangers (as agreed to in writing between the Administrative Agent and/or the Arrangers and the Borrower), in each case required to be paid on the Amendment No. 1 Effective Date and to the extent invoiced at least two Business Days prior to the Amendment No. 1 Effective Date. Substantially simultaneous with effectiveness, the (i) Term Lenders (including all Cashless Option Lenders but excluding the Additional Term B-1 Lender in its capacity as such) under the existing Credit Agreement shall reasonably require.have been paid (x) all accrued principal (other than the principal amount of Converted Term B Loans) and interest on their Term B Loans to, but not including, the Amendment No. 1 Effective Date and (y) the prepayment premium pursuant to Section 2.05(a)(iv) of the Credit Agreement and (ii) the Revolving Credit Lenders under the existing Credit Agreement shall have been paid all accrued fees on their Revolving Credit Commitments to, but not including, the Amendment No. 1

Conditions of Effectiveness. This Amendment The obligations of the 2020 Incremental Term Lenders to make 2020 Incremental Term Loans under the Amended Credit Agreement and the amendments to the Credit Agreement contained in Section 1 hereof shall be become effective as of December 7, 1999, so long as each of the first date (the “Amendment No. 1 Effective Date”) on which the following conditions precedent shall have been satisfied:satisfied (or waived by the Term Lenders and the 2020 Incremental Term Lenders): (a) the The Administrative Agent shall receive have received counterparts of (i) this Amendment executed by the Borrower, Holdings, the Administrative Agent, the Term Lenders and the 2020 Incremental Term Lenders and (ii) the Waiver Guarantor Consent and Fifth Amendment to Term Credit Agreement, each Reaffirmation attached hereto (the “Guarantor Consent”) executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor;. (b) the The Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive have received a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either customary legal opinion from (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ counsel to the Loan Parties and PricewaterhouseCoopers(ii) each local counsel to the Loan Parties listed on Schedule 5(b) to this Amendment. (c) The Administrative Agent shall have received, with respect to each Loan Party, certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the Guarantor Consent. (d) The Administrative Agent shall have received (i) a Committed Loan Notice no later than 1:00 p.m., New York time, three (3) Business Days (in the case of Eurodollar Rate Loans) or two (2) Business Days (in the case of Base Rate Loans), in each case prior to the requested date of the Borrowing in respect of the 2020 Incremental Term Loans and (ii) an Incremental Loan Request; provided that this Amendment shall be deemed to be the Incremental Loan Request with respect to the 2020 Incremental Term Loans for purposes of the Amended Credit Agreement and all parties hereto hereby agree that this Amendment shall satisfy all requirements under the Amended Credit Agreement for the Incremental Loan Request with respect to the 2020 Incremental Term Loans. (e) All fees (including fees required to be paid pursuant to the fee letter dated as of the date hereof, by and among the Borrower and the 2020 Incremental Term Lenders) and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 1 Effective Date (except as otherwise reasonably agreed by the Borrower)) required to be paid under the Credit Agreement on or prior to the Amendment No. 1 Effective Date shall have been paid;, or shall be paid substantially concurrently with the Borrowing of 2020 Incremental Term Loans on the Amendment No. 1 Effective Date. (f) The Administrative Agent shall have received an unaudited pro forma consolidated balance sheet of the Borrower as of February 29, 2020, prepared after giving effect to the 2020 Incremental Term Loans. (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers The Administrative Agent shall have received at least two (2) Business Days prior to the Amendment No. 1 Effective Date (or such shorter period as may be acceptable to the Administrative Agent) all documentation and other information in respect of the Borrower and the Guarantors (including, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in respect of the Borrower) required under applicable “know your customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act and Beneficial Ownership Regulations) that has been paid;reasonably requested in writing by the Administrative Agent at least three (3) Business Days prior to the Amendment No. 1 Effective Date. (h) The Administrative Agent shall have received a solvency certificate from a Financial Officer of the Borrower (after giving effect to the Amendment and the 2020 Incremental Term Loans) substantially in the form attached as Exhibit I to the Amended Credit Agreement. For purposes of determining compliance with the conditions specified in this Section 4, the Administrative Agent, each Term Lender and each 2020 Incremental Term Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent, a Term Lender or a 2020 Incremental Term Lender, as applicable, unless, in the case of a Term Lender or a 2020 Incremental Term Lender, the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance satisfactory have received notice from such Term Lender or 2020 Incremental Term Lender prior to the Administrative Agent and proposed Amendment No. 1 Effective Date specifying its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably requireobjection thereto.

Conditions of Effectiveness. This Amendment shall become effective --------------------------- and be deemed effective as of the date hereof upon (a) the delivery of (i) duly executed originals of this Amendment from the Required Lenders, each Lender that has agreed to provide an "Additional Revolving Loan Commitment" as provided above on the effectiveness of this Agreement (each such Lender, an "Increasing ---------- Lender"), Gasboy, Tokheim-Sofitam, Sofitam Applications and the Company and (ii) ------ duly executed originals of a Reaffirmation in the form of Exhibit A attached --------- hereto from Tokheim Automation Corporation, Envirotronic Systems, Inc., Tokheim Investment Corp., Sunbelt Hose & Petroleum Equipment, Inc., Gasboy, Tokheim- Sofitam, Sofitam Applications, Management Solutions, Inc., Tokheim Equipment Corporation, and Tokheim RPS, LLC, (b) the payment of all the fees described in Section 4 below and any other fees payable by the Company in connection herewith --------- and (c) in the event that this Amendment is executed and delivered by the Required Lenders on or prior to 5:00 p.m. (Chicago time) on December 722, 1999, so long as the delivery of each of the following conditions precedent shall have been satisfied: (a) the Administrative Agent shall receive counterparts of documents (i) this Amendment and (subject to the parenthetical in clause (c)(ii) below) a Warrant Certificate, substantially in -------------- the form of Exhibit B hereto ("Warrant Certificate"), for each Lender --------- ------------------- representing the right to purchase a number of shares of common stock, par value $1.00 per share, of the Company ("Common Stock"), determined as follows: (A) as ------------ to each Lender, its Percentage (prior to giving effect hereto) of 1,516,212.01 shares of Common Stock plus (B) if such Lender is an Increasing Lender, its proportionate share (based upon the amount of its "Additional Revolving Loan Commitment" as set forth opposite its signature hereto as an "Increasing Lender" divided by $10,000,000) of 1,010,808 shares of Common Stock, (ii) the Waiver a Warrant and Fifth Amendment to Term Credit Registration Rights Agreement, each substantially in the form of Exhibit C hereto, --------- duly executed by the Required Lenders Company (as defined in it being understood that no Lender shall be ------------------------ entitled to receive any Warrant Certificate unless and until it shall have executed and delivered to the Intercreditor New Administrative Agent a counterpart of such Agreement) and the Borrower and acknowledged by each Guarantor; (biii) the Administrative Agent shall receive counterparts opinions of the First Amendment to Intercreditor Agreement(x) Skadden, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory NoteArps, executed by the Borrower and Bank of AmericaSlate, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇ (Illinois), (y) Ice ▇▇▇ P.C.▇▇▇▇, ▇special Indiana counsel to the Company and (z) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & . ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers general counsel to the Company, in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, each case in form and substance reasonably satisfactory to the New Administrative Agent and and, as to legal matters, its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably require.

Conditions of Effectiveness. This Amendment 3.1 Except as set forth in Sections 3.2 and 3.4, the amendments set forth in Sections 1.1, 1.2 and 1.3 shall be become effective as of December 7the date (the “First Amendment Effective Date”) when, 1999and only when, so long as each of the following conditions precedent shall have been satisfied: (a) the The Administrative Agent shall receive counterparts have received an executed counterpart of (i) this First Amendment from each Credit Party and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor;Lenders (b) the The Administrative Agent shall receive counterparts have received evidence reasonably satisfactory to it that the closing of the NYSE Merger Transactions in accordance with the Merger Agreement (as in effect on the Execution Date) has occurred substantially concurrently with the occurrence of the First Amendment Effective Date without any amendment or modification thereto that, in the reasonable determination of the Arrangers, would be adverse in any material respect to Intercreditor Agreement, executed by the Required rights or interests of the Lenders; (c) the The Administrative Agent shall receive counterparts have received a Subsidiary Guaranty, duly executed and delivered by NYSE, by which NYSE guarantees the Obligations of New ICE Parent and the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver PeriodBorrower; (d) the The Administrative Agent shall receive a certified list of all real property owned by have received the Borrower and its Subsidiaries New ICE Parent Guaranty (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to as defined in the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent conformed copy of the holder or holders (or Credit Agreement attached hereto as Exhibit A), duly executed and delivered by New ICE Parent, by which New ICE Parent guarantees the trustee or agent of such holder or holders) of the first lienObligations; (e) The Administrative Agent shall have received a legal opinion from counsel to New ICE Parent and NYSE, in form and substance reasonably satisfactory to the Administrative Agent, addressing such matters as the Administrative Agent may reasonably request; (f) The Administrative Agent shall have received (i) an unaudited consolidated balance sheet of New ICE Parent and its Subsidiaries as of the last day of the fiscal quarter most recently ended prior to the First Amendment Effective Date showing adjustments on a Pro Forma Basis to give effect to the consummation of the NYSE Merger Transactions as if such events had occurred on such date and (ii) an unaudited consolidated income statement of New ICE Parent and its Subsidiaries for the period of four fiscal quarters most recently ended prior to the First Amendment Effective Date showing adjustments on a Pro Forma Basis to give effect to the consummation of the NYSE Merger Transactions as if such events had occurred on the first day of such period, together with a Compliance Certificate with respect to the period covered by such financial statements, executed by a Financial Officer of New ICE Parent, together with a Covenant Compliance Worksheet setting forth the computation of the financial covenants set forth in Article VI of the Credit Agreement as of the last day of the period covered by such financial statements, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent; (g) The Administrative Agent shall have received a certificate, signed by a Responsible Officer of each Credit Party, in form and substance reasonably satisfactory to the Administrative Agent, certifying that the representations and warranties set forth in Section 11 of this Amendment shall be Article IV are true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with correct as of the Loan Documents, including this First Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paidEffective Date; (h) the The Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and have received (i) a certificate of the Administrative Agent shall receivesecretary, an assistant secretary or other appropriate officer of New ICE Parent as of the First Amendment Effective Date, in form and substance reasonably satisfactory to the Administrative Agent Agent, certifying (A) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of New ICE Parent, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (B) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of New ICE Parent, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate, and (C) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of New ICE Parent, authorizing the execution, delivery and performance of this First Amendment and its counseljoining to the Credit Agreement as amended by this First Amendment and the execution, delivery and performance of the New ICE Parent Guaranty, and as to the incumbency and genuineness of the signature of each officer of New ICE Parent executing this First Amendment and the New ICE Parent Guaranty, and attaching all such copies of the documents described above; and (ii) a certificate of the secretary, an assistant secretary or other documentsappropriate officer of NYSE as of the First Amendment Effective Date, certificates in form and instruments as substance reasonably satisfactory to the Administrative Agent Agent, certifying (A) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of NYSE, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (B) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of NYSE, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate, and (C) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of NYSE, authorizing the execution, delivery and performance of a guaranty under the Credit Agreement, and as to the incumbency and genuineness of the signature of each officer of NYSE executing such guaranty, and attaching all such copies of the documents described above; (i) On the First Amendment Effective Date, there has not been any effect, event, development, change or occurrence that, individually or in the aggregate, has had or is reasonably expected to have, a Material Adverse Effect on the Yankees Group. For purposes of this Section 3.1(i), “Material Adverse Effect” and “Yankees Group” shall reasonably requirehave the respective meanings assigned to them in the Merger Agreement (as in effect on the Execution Date).

Conditions of Effectiveness. This The effectiveness of this Amendment shall be effective as of December 7, 1999, so long as each of is subject to the following conditions precedent shall have been satisfiedprecedent: (a) the Administrative Agent shall receive have received counterparts of this Amendment duly executed by (i) this Amendment and the Borrower, (ii) the Waiver applicable Issuing Banks, (iii) the Swingline Lender, (iv) the “Required Lenders” under and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Existing Credit Agreement, (v) the Required Lenders under the Amended Credit Agreement (after giving effect to the Funding Transactions), (vi) each New Lender and (vii) the Borrower and acknowledged by each GuarantorAdministrative Agent; (b) the Lenders shall have received (i) satisfactory audited consolidated financial statements of the Borrower for the three most recent fiscal years ended prior to the Amendment No. 3 Effective Date as to which such financial statements are available, (ii) satisfactory unaudited interim consolidated financial statements of the Borrower for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available and (iii) subject to Section 9.12 of the Amended Credit Agreement, satisfactory financial statement projections through and including the Borrower’s 2025 fiscal year, together with such information as the Administrative Agent and the Lenders shall receive counterparts reasonably request (including, without limitation, a detailed description of the First Amendment to Intercreditor Agreement, executed by the Required Lendersassumptions used in preparing such projections); (c) the Administrative Agent shall receive counterparts have received (i) by such time and date as required by Section 2.03 of the Third Amendment Amended Credit Agreement, a Borrowing Request in respect of any amounts to Promissory Notebe borrowed or re-borrowed under the Amended Credit Agreement on the date hereof, executed and (ii) such documents, certificates, legal opinions and other deliveries as the Administrative Agent or its counsel may reasonably request, including, without limitation, relating to the organization, existence and good standing (or the equivalent in the applicable jurisdiction) of the Loan Parties, the authorization of the transactions contemplated hereby and by the Borrower Amended Credit Agreement and Bank of America, N.A., extending the maturity of the Overline Facility any other legal matters relating to the end of Loan Parties, the Waiver PeriodLoan Documents or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower representations and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent warranties of the holder or holders Loan Parties set forth in the Amended Credit Agreement and each other Loan Document shall be true and correct in all material respects (or in all respects in the trustee case of any representation or agent of such holder warranty qualified by materiality or holdersMaterial Adverse Effect) on and as of the first lienAmendment No. 3 Effective Date; (e) the representations no Default or Event of Default shall have occurred and warranties set forth in Section 11 of this Amendment shall be true and correctcontinuing; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paida first priority perfected security interest in the Collateral, subject to Permitted Liens, as required by the Collateral Documents; (g) retainers in no injunction or temporary restraining order exists and no litigation has commenced or is otherwise pending which would prohibit the amount effectiveness hereof or of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paidthe Amended Credit Agreement or the extension of any Loan or issuance, renewal or extension of any Letter of Credit thereunder; (h) the Administrative Agent shall receive have received evidence that all regulatory, legal and other third-party approvals necessary, or, in its reasonable discretion, advisable, in connection with this Amendment and the consolidated balance sheets Transactions and the continuing operations of the Borrower and its the Restricted Subsidiaries for the month of October 1999; andshall have been obtained and be in full force and effect; (i) the Loan Parties shall have provided all information reasonably requested by the Administrative Agent shall receive, in form (or by any Co-Syndication Agent upon written notice by such Co-Syndication Agent to the Borrower and substance the Administrative Agent) to allow such Co-Syndication Agent or the Administrative Agent to conduct flood due diligence and flood insurance compliance with respect to any Mortgaged Real Property reasonably satisfactory to each Co-Syndication Agent and the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably requirehave received confirmation (which confirmation may be delivered via email) from each Co-Syndication Agent of the foregoing; (j) the Administrative Agent shall have received, (i) at least five days prior to the Amendment No. 3 Effective Date, 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 Patriot Act, to the extent requested in writing of the Borrower at least 10 days prior to the Amendment No. 3 Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Amendment No. 3 Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Amendment No. 3 Effective 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 signature page to this Amendment, the condition set forth in this clause (ii) shall be deemed to be satisfied); and (k) the Administrative Agent shall have received (x) all fees and other amounts due and payable on or prior to the Amendment No. 3 Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Amended Credit Agreement and the other Loan Documents, (y) all accrued and unpaid interest under the Existing Credit Agreement and all accrued and unpaid fees under Sections 2.12(a) and 2.12(b) of the Existing Credit Agreement and (z) all amounts (if any) owing by the applicable Lenders (including any New Lender) pursuant to Section 2(c). If any LC Disbursements and/or Swingline Loans are outstanding as of the Amendment No. 3 Effective Date, such LC Disbursements and/or Swingline Loans shall be repaid, together with any interest accrued thereon. The Administrative Agent shall notify in writing the Borrower and the Lenders of the Amendment No. 3 Effective Date, and such notice shall be conclusive and binding. For the avoidance of doubt, the parties hereto acknowledge and agree that (i) the Funding Transactions shall be deemed to have occurred immediately following the effectiveness of the amendments provided under Section 1(a) and (ii) the effectiveness of the Post-Funding Amendments shall be subject to (x) the effectiveness the amendments provided under Section 1(a) and (y) consummation of the Funding Transactions.

Conditions of Effectiveness. This The effectiveness of this Amendment shall be effective as of December 7, 1999, so long as each (including the amendments contained in SECTION 1 and agreements contained in SECTION 2) are subject to the satisfaction (or written waiver) of the following conditions precedent shall have been satisfied:(the date of satisfaction of such conditions being referred to herein as the “Eighth Amendment Effective Date”): (a) the Administrative Agent This Amendment shall receive counterparts of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each have been duly executed by the Required Lenders (as defined in Borrowers, the Intercreditor Agreement) Subsidiary Guarantors, each 2024 Refinancing Term Loan B Lender and each 2024 Refinancing Revolving Credit Lender, each Issuing Bank, the Term Loan B Agent, the Revolver Administrative Agent and the Borrower Collateral Agent (which may include a copy transmitted by facsimile or other electronic method), and acknowledged by each Guarantordelivered to the Administrative Agents; (b) the Administrative Agent shall receive counterparts A Borrowing Request in accordance with Section 2.2 of the First Amendment to Intercreditor Credit Agreement, executed by the Required Lenders; (c) the The Administrative Agent Agents shall receive counterparts have received favorable legal opinions of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (dA) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Loan Parties, (B) ▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.▇, ▇L.L.P., Nevada counsel to the Loan Parties, (C) ▇▇▇▇▇▇ and ▇▇▇▇▇▇ (Cayman) LLP, Cayman Islands counsel to the Loan Parties, (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers(London) LLP, shall have been paid; English law counsel for the Administrative Agents, (gE) retainers ▇▇▇▇▇▇ ▇▇▇▇ AG, Swiss counsel to the Loan Parties with respect to capacity of each Subsidiary Guarantor incorporated in Switzerland to enter into the amount of $50,000 for Winstead Loan Documents to which it is a party, (F) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. ▇▇▇▇ ▇▇, Swiss counsel to the Collateral Agent regarding the validity of the confirmation of the Swiss first-ranking quota pledge agreements granted over the quotas of the Subsidiary Guarantors incorporated in Switzerland and $50,000 for PricewaterhouseCoopers (G) DLA Piper Luxembourg S.à ▇.▇., Luxembourg counsel to the Loan Parties with respect to the capacity of the Luxembourg Loan Parties to enter into the Loan Documents and subsistence of security interest, in each case in form and substance reasonably satisfactory to the Administrative Agents; (d) The Administrative Agents shall have received a certificate signed by a Responsible Officer of the Borrowers as to the matters set forth in paragraphs (g) and (h) of this SECTION 3; (e) The Administrative Agents shall have received (I) a certificate dated as of the Eighth Amendment Effective Date of the corporate secretary or an assistant or associate corporate secretary or director (or such other officer reasonably acceptable to the Administrative Agents) of each of the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agents, certifying (i) that attached thereto is a true and complete and up to date copy of the articles or certificate of incorporation, memorandum and articles of association or other comparable organizational documents including any certificate on change of name and all amendments thereto of such Loan Party certified (other than in the case of any Loan Party that is a Cayman Islands exempted company or any Loan Parties incorporated in England and Wales) as of a recent date by the secretary of state (or comparable Governmental Authority) of its jurisdiction of organization (where applicable), and that the same has not been paidamended since the date of such certification, (ii) if applicable, that attached thereto is a true and complete copy of the bylaws or comparable governing documents of such Loan Party, as then in effect and as in effect at all times without amendment of supersession from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors or managers or other comparable governing body or bodies of such Loan Party (and, if applicable all the holders of the issued shares of such Loan Party), (i) authorizing the execution, delivery and performance of this Amendment and any related Loan Documents to which it is a party, (ii) approving the terms of, and the transactions contemplated by, this Amendment any related Loan Documents, and the continuing security interest, or granting of security interest, over Collateral pursuant to the relevant Collateral Documents; (iii) authorizing a specified person or persons to execute this Amendment, any other Loan Document and related documents on its behalf; and (iv) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices (if relevant) to be signed and/or dispatched by it under or in connection with this Amendment, any other Loan Document and related documents, which are in full force and effect without amendment or supersession as of the date of the certificate, (iv) as to the incumbency and genuineness of the signature of each officer, director, manager or other comparable authorized manager or attorney of such Loan Party, executing this Amendment or any of such other Loan Documents, and attaching all such copies of the documents described above together with, in the case of the Loan Parties incorporated in the Cayman Islands and HBL Ltd., copies of their internal registers of directors and officers, registers of members (except the register of members of the Parent) and registers of mortgages and charges (except such register of HBL Ltd.), (v) in case of any Loan Party formed, organized or incorporated under the laws of Switzerland, a copy of the minutes of the quotaholder resolutions of each of the such Loan Party duly adopted by the relevant sole quotaholder of such such Loan Party approving the terms of, and the transactions contemplated by, and authorizing the execution, delivery and performance of the Amendment, any Loan Documents and related documents to which it is a party, (vi) in case of any Loan Party formed, organized or incorporated under the laws of Switzerland, a copy of a certified up-to-date excerpt from the commercial register of each such Loan Party and (vii) in case of any Loan Party incorporated under the laws of England and Wales, (A) an up-to-date copy of the PSC Register (within the meaning of section 790C(1) of the Companies Act 2006) and (B) that the borrowing, guaranteeing or security, as appropriate, of the Commitments will not cause any borrowing, guarantee, security or other similar limit binding on it to be exceeded, and (II) in respect of (i) any Luxembourg Loan Party, (ii) WHBL Luxembourg S.à ▇.▇., (iii) HLF Luxembourg Distribution S.à ▇.▇. and (iv) Herbalife Africa (together the “Luxembourg Entities” and each a “Luxembourg Entity”), a manager’s certificate dated as of the Eighth Amendment Effective Date signed by a manager of the relevant Luxembourg Entity, certifying the following items: (A) an up-to-date copy of the articles of association of the relevant Luxembourg Entity; (B) an electronic true and complete certified excerpt of the Luxembourg Companies Register pertaining to the relevant Luxembourg Entity dated as of the date of this Amendment; (C) an electronic true and complete certified certificate of non-registration of judicial decisions or administrative dissolution without liquidation (certificat de non-inscription d’une décision judiciaire ou de dissolution administrative sans liquidation) dated as of the date of this Amendment issued by Luxembourg Insolvency Register (Registre de l’insolvabilité, Reginsol) held and maintained by the Luxembourg Companies Register and reflecting the situation no more than one Business Day prior to the date of this Amendment; (D) a true, complete and up-to-date board resolutions approving the entry by the relevant Luxembourg Loan Party into, among others, the Loan Documents; (E) the relevant Luxembourg Entity is not subject to nor, as applicable, does it meet or threaten to meet the criteria of bankruptcy (faillite), voluntary or judicial liquidation (liquidation volontaire ou judiciaire), reprieve from payment (sursis de paiement), general settlement with creditors, administrative dissolution without liquidation (dissolution administrative sans liquidation), judicial reorganisation by mutual agreement (sursis en vue de la conclusion d’un accord amiable extra-judiciaire), judicial reorganisation by collective agreement (réorganisation judiciaire par accord collectif), judicial reorganisation by transfer of assets or activities (réorganisation judiciaire par transfert sous autorité de justice) or similar laws affecting the rights of creditors generally and no application has been made or is to be made by its manager or, as far as it is aware, by any other person for the appointment of a juge-commissaire, liquidateur, curateur or similar officer pursuant to any voluntary or judicial insolvency, winding-up, liquidation or similar proceedings; (F) a true and complete specimen of signatures for each of the managers or authorized signatories having executed for and on behalf of the relevant Luxembourg Loan Party the Loan Documents; (f) The Administrative Agents shall have received a certificate as of a recent date of the good standing of each of the Loan Parties (other than the Luxembourg Loan Parties or any Loan Parties incorporated in England and Wales or any Loan Parties incorporated in Switzerland) under the laws of its jurisdiction of organization, from the secretary of state (or comparable Governmental Authority) of such jurisdiction as well as corresponding bring-down good standing certificates dated as of the Eighth Amendment Effective Date, save that, no such bring-down good standing certificate is required for any Loan Party that is a Cayman Islands exempted company where the above recent date of the certificate of good standing initially provided is no earlier than 10 Business Days prior to the Eighth Amendment Effective Date; (g) No Default or Event of Default has occurred and is continuing both before and immediately after giving effect to the transactions contemplated hereby; (h) The representations and warranties of each Loan Party set forth in SECTION 5(b) of this Amendment are true and correct and the Administrative Agent shall receive the consolidated balance sheets representations and warranties of each Loan Party set forth in SECTIONS 5(a) and (c) of this Amendment are true and correct in all material respects on and as of the Borrower Eighth Amendment Effective Date (immediately after giving effect to this Amendment) as if made on as of such date, except in the case of any representations and its Subsidiaries for the month warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of October 1999such earlier date; andprovided, that, in each case such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality or “Material Adverse Effect”; (i) The Administrative Agents shall have received a solvency certificate in the Administrative Agent shall receive, in form and substance satisfactory of Exhibit J of the Credit Agreement from a Responsible Officer of the Parent with respect to the Administrative Agent solvency of the Parent and its counselSubsidiaries, such other documentson a consolidated basis, certificates and instruments as after giving effect to the Administrative Agent shall reasonably require.Eighth Amendment;

Conditions of Effectiveness. This Amendment shall be become effective as of December 7, 1999, so long as each on the date hereof (the “Amendment No. 2 Effective Date”) upon the satisfaction of the following conditions precedent shall have been satisfiedprecedent: (a) the The Administrative Agent shall receive have received counterparts of (i) to this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit AgreementAmendment, each duly executed by each of the Required Lenders (as defined in Borrower, the Intercreditor Agreement) Lenders, the Administrative Agent, the Issuing Bank and the Borrower and acknowledged by each GuarantorSwingline Lender; (b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Amendment No. 2 Effective Date) of (i) Sidley Austin LLP, counsel for the Loan Parties, and (ii) in-house legal counsel for the Loan Parties, in each case, covering such matters relating to the Loan Parties and this Amendment as the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lendersreasonably request; (c) the The Administrative Agent shall receive counterparts have received certificates of the Third Amendment secretary or an assistant secretary of each Loan Party (or, if any Loan Party does not have a secretary or assistant secretary, any other Person duly authorized to Promissory Noteexecute such a certificate on behalf of such Loan Party), executed by the Borrower and Bank of America, N.A., extending the maturity certifying as to (i) specimen signatures of the Overline Facility persons authorized to the end execute Loan Documents to which such Loan Party is a party, (ii) copies of resolutions of the Waiver Periodboard of directors or other appropriate governing body of such Loan Party authorizing the execution and delivery of this Amendment and (iii) copies of such Loan Party’s constituent organizational documents; (d) the The Administrative Agent shall receive have received, for each Loan Party, a certified list certificate of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders good standing (or the trustee or agent equivalent) from the appropriate governing agency of such holder or holders) Loan Party’s jurisdiction of organization (to the first lien;extent the concept of good standing is applicable in such jurisdiction); and (e) The Administrative Agent shall have received payment of the representations Administrative Agent’s and warranties set forth in Section 11 of this Amendment shall be true its affiliates’ fees and correct; reasonable out-of-pocket expenses (f) all including reasonable out-of-pocket fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documents, including this Amendment and the Additional Security Documentsany other Loan Document, including legal and other professional fees and expenses incurred on or for which invoices have been presented at least one (1) Business Day prior to the date of this Amendment No. 2 Effective Date, in each case, to the extent payment is required by Administrative Agent or any Lender, including, without limitation, the reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (gSection 9.03(a) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably requireCredit Agreement.

Conditions of Effectiveness. This The effectiveness of this First Amendment shall be effective as of December 7, 1999, so long as each (including the amendments contained in Section 1 and agreements contained in Section 2) are subject to the satisfaction (or written waiver) of the following conditions precedent shall have been satisfied:(the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”): (a) the The Administrative Agent shall receive have received duly executed and delivered counterparts of this First Amendment that, when taken together, bear the signatures of the Borrower, the Required Lenders, all Term Lenders (i) this Amendment and (ii) after giving effect to the Waiver and Fifth Amendment to replacement of any Non-Consenting Term Credit Agreement, each executed Lenders by the Required Lenders (as defined in the Intercreditor AgreementReplacement Lender) and the Borrower and acknowledged by each Guarantorall Subsidiary Guarantors; (b) the The Administrative Agent shall receive counterparts of have received a customary written opinion (with respect to the Borrower only) (addressed to the Administrative Agent, the Collateral Agent and the Lenders and dated the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holdersEffective Date) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan DocumentsSkadden, including this Amendment and the Additional Security DocumentsArps, including legal and other professional fees and expenses incurred on or prior to the date of this Amendment by Administrative Agent or any LenderSlate, including, without limitation, the reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ special California, Delaware and PricewaterhouseCoopers, New York counsel for the Borrower. The Borrower hereby requests such counsel to deliver such opinions; (c) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower as to the matters set forth in paragraphs (f) and (g) of this Section 3; (d) The Administrative Agent shall have received a certificate dated as of the First Amendment Effective Date of the secretary or an assistant secretary or director (or such other officer reasonably acceptable to the Administrative Agent) of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that either (A) attached thereto is a true and complete and up to date copy of the Organizational Documents for such Person, certified as of a recent date by the appropriate Governmental Authority of its jurisdiction of organization (where applicable), and that the same has not been paidamended since the date of such certification or (B) the Organizational Documents of such Person delivered on the Closing Date to the Administrative Agent have not been amended and are in full force and effect, (ii) that attached thereto is a true and complete copy of resolutions or other action adopted by the board of directors (or other governing body) or bodies of such Person authorizing and approving the execution, delivery and performance of this First Amendment and any related Loan Documents to which it is a party, which are in full force and effect without amendment or supersession as of the date of the certificate, and (iii) either (A) as to the incumbency and genuineness of the signatures of each Responsible Officer of such Person executing this First Amendment or any of such other Loan Documents or (B) that each of the Persons identified to the Administrative Agent on the Closing Date as a duly elected and qualified officer of the Borrower continues to be a duly elected and qualified officer of the Borrower and each such Person is duly authorized to execute and deliver on behalf of the Borrower the First Amendment and any other Loan Documents, and attaching all such copies of the documents described above; (e) The Administrative Agent shall have received a certificate as of a recent date of the good standing of the Borrower under the laws of its jurisdiction of organization, from the appropriate Governmental Authority of such jurisdiction (where available in such jurisdiction); (f) No Default or Event of Default has occurred and is continuing both before and immediately after giving effect to the transactions contemplated hereby; (g) retainers The representations and warranties of the Borrower and each of the Guarantors set forth in the amount Section 4 of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. this First Amendment are true and $50,000 for PricewaterhouseCoopers shall have been paidcorrect; (h) All fees and expenses required to be paid (x) in connection with this First Amendment pursuant to Section 10.04 of the Administrative Agent shall receive Credit Agreement or (y) pursuant to that certain engagement letter, dated as of September 26, 2017 (the consolidated balance sheets of “Engagement Letter”), by and among the Borrower and its Subsidiaries for the month Arrangers and that certain fee letter referred to in the Engagement Letter shall have been paid in full in cash or will be paid in full in cash on the First Amendment Effective Date; (i) The Replacement Lender, if any, shall have executed and delivered the Master Assignment contemplated by Section 2 above and all conditions to the consummation of October 1999the assignments in accordance with Section 2 above shall have been satisfied and such assignments shall have been consummated. (j) The Borrower shall have, substantially concurrently with the effectiveness of this First Amendment, paid to all (x) Non-Consenting Term Lenders all accrued interest, fees and other Obligations (other than principal and all other amounts paid to such Non-Consenting Term Lenders under Section 2 above), if any, to such Non-Consenting Term Lenders under the Credit Agreement and the other Loan Documents (immediately prior to the effectiveness of this First Amendment) and (y) Consenting Term Lenders all accrued interest to such Consenting Term Lenders under the Credit Agreement (immediately prior to the effectiveness of this First Amendment); and (ik) The Administrative Agent shall have received 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, that has been requested by the Administrative Agent shall receive, in form and substance satisfactory at least three Business Days prior to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably requireFirst Amendment Effective Date.

Conditions of Effectiveness. This Amendment shall be become effective as of December 7, 1999, so long as the first date on which each of the following conditions precedent shall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received either (A) counterparts of this Amendment duly executed by each of the Loan Parties, the Required Lenders, each Lender with a Term Loan Commitment that is being increased pursuant to this Amendment and the Administrative Agent or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of an executed signature page of this Amendment) that such parties have executed counterparts of this Amendment. (b) The Administrative Agent (or its counsel) shall receive counterparts have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead F▇▇▇▇ & L▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.LLP, ▇▇special counsel for the Loan Parties, (ii) A▇▇▇▇▇ ▇▇▇, special Irish counsel for the Loan Parties and (iii) A▇▇▇▇ & O▇▇▇▇▇▇▇ , Société en Commandite Simple, inscrite au barreau de Luxembourg, special Luxembourg counsel for the Loan Parties, in each case in form and PricewaterhouseCooperssubstance reasonably satisfactory to the Administrative Agent and its counsel and covering such matters relating to the Loan Parties, shall have been paid; (g) retainers in this Amendment and the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) Amended Loan Agreement as the Administrative Agent shall receive the consolidated balance sheets of the reasonably request. The Borrower and its Subsidiaries for the month of October 1999; andhereby requests such counsels to deliver such opinions. (ic) The Administrative Agent shall have received such other documents and certificates as the Administrative Agent shall receiveor its counsel may reasonably request relating to the organization, existence and good standing (or the equivalent) of the Loan Parties, the authorization of this Amendment, the Amended Loan Agreement and any other legal matters relating to the Loan Parties, the Amendment and the Amended Loan Agreement, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel, such other documents, certificates . (d) The Administrative Agent shall have received for the account of each Term Lender that delivers its executed signature page to this Amendment by no later than the date and instruments as time specified by the Administrative Agent (in consultation with the Borrower), an upfront fee in respect of the incremental portion of its increased Term Loan Commitment in an amount equal to the applicable amount previously disclosed to the Term Lenders (and established by the Administrative Agent in consultation with the Borrower). (e) The Administrative Agent shall reasonably requirehave received payment and/or reimbursement of the Administrative Agent’s and its affiliates’ fees and expenses (including the reasonable, documented and invoiced fees, disbursements and other charges of one primary counsel (and one additional local counsel in each applicable jurisdiction) for the Administrative Agent) in accordance with the Loan Documents, to the extent invoiced (in reasonable detail) to the Borrower at least one (1) Business Day prior to the Amendment Effective Date. The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.

Conditions of Effectiveness. This Amendment shall be become effective as of December 7, 1999, so long as each of the date (the “Effective Date”) on which the following conditions precedent shall have been satisfied:satisfied (or waived): (a) the The Administrative Agent Agents shall receive have received counterparts of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Borrowers, the Lenders and any Increasing Lenders on, or prior to, 12:00 p.m., New York City time on February 15, 2013 (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor“Consent Deadline”); (b) After giving effect to this Amendment and the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreementtransactions contemplated hereby, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 Article 5 of the Credit Agreement (as amended by this Amendment Amendment) are true and correct in all material respects as of the Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correctcorrect in all material respects as of such earlier date) and immediately prior to and after giving effect to the Effective Date, no Default or Event of Default shall have occurred and be continuing; (fc) all reasonable out-of-pocket fees Immediately prior to, and expenses after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 limitationtherewith, the reasonable fees and expenses Senior Secured Leverage Ratio shall be no greater, calculated on a pro forma basis, than 4.50 to 1.00; (d) The Administrative Agents shall have received a legal opinion of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and PricewaterhouseCoopers, reasonably satisfactory to the Administrative Agents; (e) The Administrative Agents shall have been paidreceived, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Administrative Agents shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 4; and (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers The Borrowers shall have been paid; (h) paid all reasonable and documented costs and expenses of the Administrative Agent shall receive Agents in connection with this Amendment (including the consolidated balance sheets reasonable and documented fees, disbursements and other charges of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance satisfactory Shearman & Sterling LLP as counsel to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably require.Agents). NYDOCS02/989260 4 Amendment No. 4 to Credit Agreement

Conditions of Effectiveness. This Amendment (a) The Agreement shall be become effective as of December 7the Amendment No. Four Effective Date upon the satisfaction of all of the following conditions: (i) Borrowers shall have delivered to Administrative Agent an original (or executed faxed or electronic copy) of this Agreement, 1999, so long as duly executed by each of the following conditions precedent shall have been satisfied:Loan Parties; (a) the Administrative Agent shall receive counterparts of (i) this Amendment and (ii) the Waiver and Fifth Amendment Parent shall have delivered to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders an original (or the trustee executed faxed or agent of such holder or holderselectronic copy) of the first lien;Ratification attached to this Amendment, duly executed by Parent; and (eiii) the representations and warranties set forth receipt by Administrative Agent of the payment, in Section 11 immediately available funds, of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees fees, costs, charges and expenses incurred by Administrative Agent in connection with the Loan Documentspreparation, execution and delivery of this Agreement or any of the transactions arising hereunder or otherwise related hereto or referred to herein, including this Amendment any actual out-of-pocket costs, expenses, charges or expenses of Administrative Agent and the Additional Security Documentsreasonable fees, including legal charges and other professional fees and expenses incurred on or prior to the date disbursements of this Amendment by counsel for Administrative Agent or any Lender, including, without limitation, the reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid;Agent. (gb) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. The parties hereto specifically acknowledge and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and agree that: (i) the execution and delivery of this Agreement shall not be deemed to create a course of dealing or otherwise obligate Administrative Agent or Lenders to execute similar agreements under the same, similar or different circumstances in the future; and (ii) neither Administrative Agent nor any Lender has any obligation to further amend provisions of, or waive compliance with or consent to a departure from the requirements of, the Existing Loan Agreement or any of the other Loan Documents. Except as expressly amended pursuant hereto, the Existing Loan Agreement and each of the other Loan Documents shall receiveremain unchanged and in full force and effect and are hereby ratified and confirmed in all respects, and the Collateral described in form and substance satisfactory the Loan Documents shall continue to secure the Obligations. Each of the Guarantors party hereto: (i) specifically consents to the Administrative Agent terms of this Agreement; (ii) reaffirms its obligations under its Guaranty and its counsel, under all other Loan Documents to which it is a party; (iii) reaffirms the waivers of each and every one of the defenses to such obligations as set forth in such Guaranty and each such other documents, certificates Loan Document; and instruments as (iv) reaffirms that its obligations under such Guaranty and each such other Loan Document are separate and distinct from the Administrative Agent shall reasonably requireobligations of any other party under the Loan Documents.

Conditions of Effectiveness. This Amendment No. 1 shall be become effective as of December 7the date first above written when, 1999and only when, so long as each of the following conditions precedent shall have been satisfied: (a) the Administrative Agent shall receive counterparts of have received: (i) counterparts of this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, No. 1 executed by the Borrower and Bank of Americathe Required Lenders or, N.A., extending the maturity as to any of the Overline Facility Lenders, advice satisfactory to the end Administrative Agent and the Borrower that such Lender has executed this Amendment No. 1, and (ii) the consent attached hereto (the “Consent”) executed by each of the Waiver Period; Guarantors, except that Section 1 shall only become effective (dthe “Amendment No. 1 Effective Date” ) when and only when, in addition, the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either have received: (i) unencumbered an officer’s certificate, dated as of the Amendment No. 1 Effective Date, duly executed and delivered by the Borrower, as to: (A) resolutions of the board of directors of the Borrower then in full force and effect authorizing, to the extent relevant, the execution and delivery of this Amendment No. 1 and any other documents necessary to effect this Amendment No. 1 and the performance of the obligations of the Borrower hereunder; (B) the incumbency and signatures of those persons as authorized to act with respect to this Amendment No. 1; and (C) the absence of any event occurring and continuing, or resulting from this Amendment No. 1, that constitutes a Default. (ii) subject for the account of each Lender executing this Amendment No. 1 on or before 5:00 pm New York City time, on October 28, 2009, a fee equal to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent 0.25% of such holder or holders) of the first lien;Lender’s Commitment, and (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (fiii) all reasonable out-of-pocket fees and expenses of the Administrative Agent and each Lender (including, but not limited to, all reasonable fees and expenses of counsel to the Administrative Agent and each Lender, including the fees and expenses of Dechert, LLP, counsel to certain Lenders) in connection with the Loan Documentspreparation, including this Amendment execution, delivery and the Additional Security Documents, including legal and other professional fees and expenses incurred on or prior to the date administration of this Amendment by Administrative Agent or any Lender, No. 1 and as otherwise payable in accordance with the terms of the Credit Agreement including, without limitation, the reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 counsel for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably requireLenders in accordance with the terms of Section 12.04 of the Credit Agreement.

Conditions of Effectiveness. This Amendment and Waiver shall be become effective as of December 7, 1999, so long as each of the following conditions precedent shall have been satisfied: following: (a) the Administrative Agent shall receive counterparts Company's repayment of (i) this Amendment $500,000 of Revolving Credit Loans outstanding as of the date hereof, such repayment to be made in accordance with and (ii) subject to the Waiver terms and Fifth Amendment to Term conditions of the Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts Company's prepayment of $1,400,000 of Term Loan B outstandings, such prepayment to be made in accordance with and subject to the terms and conditions of the First Amendment to Intercreditor Credit Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable payment of any amounts due under Section 3.08 of the Credit Agreement, such amount under Section 3.08 not to exceed $3,500, and (c) upon receipt by the Lender on the date hereof of each of the following: (i) this Amendment and Waiver, duly executed by the Company; (ii) an amendment and waiver fee of $25,000, together with the fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paidthe Lender's legal counsel; (giii) retainers the amended and restated Security Agreement in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. form attached hereto as Exhibit 1 duly executed by the Company and $50,000 for PricewaterhouseCoopers shall have been paideach Guarantor; (hiv) evidence that the Administrative Agent shall receive Company has duly completed and submitted an application to the consolidated balance sheets Export-Import Bank of the Borrower United States to obtain credit insurance insuring all Receivables owing to the Company from Foreign Account Debtors located in, or arising from sales in, the countries of Australia, Germany, Italy and its Subsidiaries for Austria (the month "Credit Insurance"); (v) a First Note Modification Agreement duly executed by the Company in the form attached hereto as Exhibit 2; (vi) a certificate of October 1999insurance confirming that the Company has obtained insurance covering the Company's "Test Currency" (as more particularly described on Schedule I attached hereto) in an amount not less than $1,000,000 and naming the Lender as loss payee thereon; (vii) a certificate of the Secretary of the Company certifying that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery and performance of this Amendment and Waiver; and (iviii) a general release duly executed by the Administrative Agent shall receive, Company in the form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments attached hereto as the Administrative Agent shall reasonably requireExhibit 3.

Conditions of Effectiveness. This Amendment Agreement shall be become effective as of December 7, 1999, so long as each of the date (the “First Restatement Effective Date”) on which the following conditions precedent shall have been satisfied:satisfied (or waived): (a) the The Administrative Agent Agents shall receive have received counterparts of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each Agreement executed by the Required Lenders (as defined in the Intercreditor Agreement) Borrowers and the Borrower and acknowledged by each GuarantorLenders prior to, 5:00 p.m., New York City time on April 30, 2015 (the “Consent Deadline”); (b) After giving effect to this Agreement and the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreementtransactions contemplated hereby, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 Article 5 of the Credit Agreement (as amended, restated and modified by this Amendment Agreement) are true and correct in all material respects as of the First Restatement Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correctcorrect in all material respects as of such earlier date) and immediately prior to and after giving effect to the First Restatement Effective Date, no Default or Event of Default shall have occurred and be continuing; (fc) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, including The Administrative Agents shall have received a legal and other professional fees and expenses incurred on or prior to the date opinion of this Amendment by Administrative Agent or any Lender, including, without limitation, the reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and PricewaterhouseCoopers, reasonably satisfactory to the Administrative Agents; (d) The Administrative Agents shall have been paidreceived, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Agreement; (e) The Administrative Agents shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 4; and (f) The Borrowers shall have paid all reasonable and documented costs and expenses of the Administrative Agents in connection with this Agreement (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP, as counsel to the Administrative Agents). (g) retainers The Administrative Agents shall have received, for the ratable account of each 2021 Term Loan Lender (as defined in the First Amended and Restated Credit Agreement) that consents to this Agreement, a non-refundable upfront fee equal to 0.25% of the aggregate principal amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. the outstanding 2021 Term Loans (as defined in the First Amended and $50,000 for PricewaterhouseCoopers shall have been paid; Restated Credit Agreement) as of the First Restatement Effective Date (h) the “Upfront Fee”). At the option of the Administrative Agent shall receive Agents, the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments Upfront Fee may be structured as the Administrative Agent shall reasonably requireoriginal issue discount.

Conditions of Effectiveness. This Amendment shall be become effective as of December 7, 1999, so long as each of on the date on which the following conditions precedent shall have been satisfied:satisfied (such date, the “Amendment Effective Date”): (a) The Administrative Agent (or its counsel) shall have received from (i) the Lenders party hereto constituting all of the Lenders under the Existing Credit Agreement, (ii) the Parent Borrower, (iii) the Existing Subsidiary Borrowers, (iv) the New Borrower, (v) the Subsidiary Guarantors party hereto constituting all of the Subsidiary Guarantors party to the Existing Credit Agreement, and (vi) the Administrative Agent, in each case, either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include email transmission of a signed signature page of this Amendment) that such party has signed and delivered a counterpart of this Amendment. (b) The Administrative Agent shall receive counterparts have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of (i) this Amendment King & Spalding LLP, special counsel for the New Borrower, covering such matters as to New York law as the Administrative Agent may reasonably request, and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopersLLP, special Dutch counsel for the Administrative Agent, covering such matters as to the laws of the Netherlands as the Administrative Agent may reasonably request. The New Borrower hereby requests each such counsel to deliver its or his respective opinion. (c) The Administrative Agent shall have received in respect of the New Borrower (i) a copy of its certificate of incorporation, (ii) a copy of its articles of association, (iii) a copy of a resolution of its board of directors or equivalent body evidencing the authorization of the transactions contemplated by this Amendment and the Amended Credit Agreement and each of the documents contemplated thereby, and (iv) a certificate of the New Borrower (signed by an officer or director) confirming that no borrowing limits binding on it have been paid;exceeded and certifying each document referred to in clauses (i) through (iii) above is true, correct, complete and in full force and effect. (gd) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers The Administrative Agent shall have been paid;received a certificate of the New Borrower (signed by an officer or director of the New Borrower) certifying the names and true signatures of the officers and directors of the New Borrower authorized to sign this Amendment and each of the others documents to be delivered hereunder. (he) At least three days prior to the Amendment Effective Date, the Lenders shall have received (i) all documentation and other information in respect of the New Borrower required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, and (ii) a Beneficial Ownership Certification from the New Borrower to the extent it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, to the extent requested in writing (which may be by e-mail) at least five days prior to the Amendment Effective Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Existing Credit Agreement, for purposes of determining compliance with the Amendment No. 2 to Credit Agreement (Sysco Corporation) conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance satisfactory have received notice from such Lender prior to the Administrative Agent and proposed Amendment Effective Date specifying its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably requireobjection thereto.

Conditions of Effectiveness. 3.1 This First Amendment shall be become effective as of December 7the First Amendment Effective Date when, 1999and only when, so long as each of the following conditions precedent shall have been satisfied: (a) the The Administrative Agent shall receive counterparts have received an executed counterpart of (i) this First Amendment from the Borrower, Fronting Bank, LC Administrator and (ii) each of the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in including the Intercreditor Agreement) and the Borrower and acknowledged by each GuarantorNew Lender); (b) the The Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive have received a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either legal opinion from (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ P.C.LLP, New York counsel to the Borrower, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇, general counsel to the Borrower, and (iii) ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paidLimited, Bermuda counsel to the Borrower, in each case addressing such matters as the Administrative Agent may reasonably request; (hc) the The Administrative Agent shall receive the consolidated balance sheets have received a certificate, signed by an Executive Officer of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receiveBorrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying that (A) all representations and warranties of the Borrower contained in Article V of the Credit Agreement and in the other Loan Documents (including the representations and warranties set forth in Article IV hereof) are true and correct (if qualified as to materiality) or true and correct in all material respects (if not so qualified) on and as of the First Amendment Effective Date, both immediately before and after giving effect to this First Amendment (except to the extent any such representation or warranty speaks as of a specific date, in which case such representation or warranty shall be true and correct (if qualified as to materiality) or true and correct in all material respects (if not so qualified) on and as of such date), and except that for purposes of this First Amendment, the representations and warranties contained in Section 5.3(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 6.1(a)(ii) of the Credit Agreement, and (B) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to this First Amendment; (d) The Administrative Agent shall have received a certificate of the secretary, an assistant secretary or other appropriate officer of the Borrower, in form and its counselsubstance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the Borrower’s Organization Documents as in effect on the date on which the resolutions referred to in clause (ii) below were adopted and on the First Amendment Effective Date, (ii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of the Borrower, authorizing the execution, delivery and performance of this First Amendment, and (iii) as to the incumbency and genuineness of the signature of each officer of the Borrower executing this First Amendment, and attaching all such other documentscopies of the documents described above; (e) The Borrower shall have paid all fees and interest accrued under the Credit Agreement that are due and payable as of the First Amendment Effective Date; and (f) The Borrower shall have paid all fees due and payable as of the First Amendment Effective Date under the fee letter, certificates and instruments dated as of April 25, 2013, among the Borrower, the Administrative Agent shall reasonably requireand ▇▇▇▇▇ Fargo Securities, LLC.

Conditions of Effectiveness. This Amendment shall be become effective as of December 7the first date (such date being referred to as the “Amendment No. 4 Effective Date”, 1999which date is June 26, so long as 2024), when each of the following conditions precedent shall have been satisfied: (a) the The Administrative Agent shall receive have received (i) counterparts of this Amendment duly executed and delivered by (A) the Loan Parties, (B) the Administrative Agent, (C) each Lender (including each Incremental Lender), L/C Issuer and Swing Line Lender and (D) the Exiting Lender and (ii) a fully executed copy of an amendment to the Relative Rights Agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent. (b) The Administrative Agent shall have received a favorable opinion of each of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopersLLP, shall have been paid; special New York counsel to the Loan Parties, (gii) retainers in the amount of $50,000 for Winstead ▇▇▇Bass, ▇▇▇▇▇ & ▇▇▇▇ PLC, special Tennessee counsel to the Loan Parties and (iii) ▇▇▇▇▇ P.C. Law Firm, special New Mexico counsel to the Loan Parties, in each case, addressed to the Administrative Agent, the Collateral Agent and $50,000 for PricewaterhouseCoopers shall each Lender, dated as of the Amendment No. 4 Effective Date and in form and substance reasonably satisfactory to the Administrative Agent. (c) Receipt by the Administrative Agent of the following: (i) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct in all material respects as of the Amendment No. 4 Effective Date (or, in the alternative, a certification by a Responsible Officer that no modifications to the Organization Documents delivered on the Original Closing Date or thereafter have been paidoccurred since such date); (hii) copies of such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent shall receive may reasonably request prior to the consolidated balance sheets Amendment No. 4 Effective Date evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the Borrower and its Subsidiaries for the month of October 1999other Loan Documents to which such Loan Party is a party; and (iiii) the Administrative Agent shall receive, in form copies of such documents and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments certifications as the Administrative Agent may reasonably request prior to the Amendment No. 4 Effective Date to evidence 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. (d) The Administrative Agent shall have received (i) searches of Uniform Commercial Code filings, tax and judgment liens in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Party where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements or other liens on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and Liens to be released substantially concurrently with the consummation of the Transaction, and (ii) searches of ownership of, and ▇▇▇▇▇ on, intellectual property of each Loan Party (in each case, to the extent reasonably requirerequested by the Administrative Agent or Collateral Agent) in the appropriate governmental offices. (e) The Administrative Agent shall have received a certificate executed by a Responsible Officer of the Administrative Borrower as of the Amendment No. 4 Effective Date, substantially in the form of Exhibit Q to the ABL Credit Agreement regarding the Solvency of Parent and its Subsidiaries on a consolidated basis and immediately after giving effect to the consummation of the transactions contemplated hereby on the Amendment No. 4

Conditions of Effectiveness. This The effectiveness of this Seventeenth Amendment shall be effective as is expressly conditioned upon the occurrence and completion of December 7, 1999, so long as each all of the following conditions precedent shall have been satisfied: (a) the Administrative Agent shall receive counterparts of following: (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 Amendment and Seventeenth Amendment; (ii) receipt by the Waiver and Fifth 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 Seventeenth Amendment to Term Credit Agreement, each duly executed by the Required Lenders (as defined in Borrowers, the Intercreditor Agreement) Guarantors, the Agent and the Borrower and acknowledged by each Guarantor; Banks; (biv) the Administrative Agent shall receive counterparts Agent's receipt of an incumbency certificate signed by the Secretary or Assistant Secretary of the First Amendment Borrowers and Guarantors, and a certificate certifying as to Intercreditor Agreement, executed all action taken by the Required Lenders; (c) Borrowers and Guarantors to authorize the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Noteexecution, executed by the Borrower delivery and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 performance of this Amendment shall be true and correct; Seventeenth Amendment; (fv) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, including legal and other professional fees and expenses incurred on or prior to the date an opinion of this Amendment by Administrative Agent or any Lender, including, without limitation, the reasonable fees and expenses of Winstead Rich▇▇▇ ▇. ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopersquire, shall have been paid; (g) retainers in Counsel to the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receiveLoan Parties, in form and substance reasonably satisfactory to the Administrative Agent regarding this Seventeenth Amendment; (vi) with respect to each new Guarantor or new Borrower (a "Joining Subsidiary") documentation as required under Section 11.18 of the Credit Agreement, including without limitation the completion of the following: (1) executing and its counseldelivering to the Agent (A) in the case of a Joining Subsidiary which becomes a Borrower, such other documentsa Revolving Credit Note in the form of Exhibit 1.01(R) to the Credit Agreement, certificates payable to each Bank, (B) a joinder to the Credit Agreement in form satisfactory to the Agent, (C) a counterpart signature page to the Guaranty Agreement executed by certain Loan Parties which is in the form of Exhibit 1.01 (G) (1) to the Credit Agreement, in the case of a Joining Subsidiary which becomes a Borrower, and instruments as Exhibit 1.01(G)(2) to the Administrative Agent shall reasonably require.Credit Agreement, in the case of a Joining Subsidiary which

Conditions of Effectiveness. This The effectiveness of this First Amendment shall be effective as of December 7, 1999, so long as each (including the amendments contained in Section 1 hereof and agreements contained in Section 2 hereof) are subject to the satisfaction of the following conditions precedent shall have been satisfied:(the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”): (a) the Administrative Agent this First Amendment shall receive counterparts of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each have been duly executed by the Required Lenders (as defined in Borrower, each Guarantor, the Intercreditor Agreement) Lenders, the Incremental Lenders, the Facility Agent and the Borrower Security Trustee (which may include a copy transmitted by facsimile or PDF or other electronic method), and acknowledged by each Guarantordelivered to the Facility Agent; (b) the Administrative Facility Agent shall receive counterparts have received a Borrowing Request in respect of the Loans under this First Amendment by no later than the applicable time required pursuant to Intercreditor Agreement, executed Section 2.3 of the Credit Agreement (or such shorter period as may be agreed by the Required LendersFacility Agent); (c) the Administrative Facility Agent shall receive counterparts have received (i) a certificate of an officer or an officer of the Third sole member, as the case may be, of each Security Party dated the First Amendment Effective Date, certifying (A) either (i) that attached thereto is a true and complete copy of each Organizational Document of such Security Party, or (ii) that the copies of such Security Party’s Organizational Documents as previously certified and delivered to Promissory Notethe Facility Agent on the Closing Date (or, executed if later, the date of joinder of such Security Party as a Guarantor under the Loan Documents) remain in full force and effect on the First Amendment Effective Date, without modification or amendment since such prior date of certification and delivery, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Borrower Board of Directors or sole member of such Security Party authorizing the execution, delivery and Bank performance of Americathis First Amendment and the other Loan Documents (including, N.A.if applicable, extending as amended by this First Amendment) to which such Security Party is a party and, in the maturity case of the Overline Facility Borrower, the borrowing of the Loans hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the end incumbency and specimen signature of each officer executing this First Amendment and any Loan Document or any other document delivered in connection herewith or therewith on behalf of such Security Party, (ii) a certificate as to the Waiver Periodgoodstanding of each Security Party as of a date reasonably near to the First Amendment Effective Date certifying that each Security Party is duly formed and in goodstanding under the laws of its jurisdiction of incorporation and (iii) an original or certified copy power of attorney under which any Loan Document is executed on behalf of a Security Party; (d) the Administrative Facility Agent shall receive have received, on behalf of itself and the other Finance Parties, a certified list favorable written opinion of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Facility Agent and PricewaterhouseCoopersthe other Finance Parties and (ii) ▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Security Parties, in each case (A) dated the First Amendment Effective Date (or such other date agreed by the Facility Agent), (B) addressed to the Facility Agent and the other Finance Parties and (C) covering customary matters for incremental loan facilities relating to this First Amendment and the other Loan Documents delivered in connection with this First Amendment as the Facility Agent shall reasonably request; (e) at least one Business Day (solely for purposes of this Section 4, to be defined as any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is closed) prior to the First Amendment Effective Date, each Security Party shall have been paidprovided to the Facility Agent the documentation and other information required by bank regulatory authorities under or in respect of applicable “know-your-customer” requirements, including the PATRIOT Act; (f) on or prior to the First Amendment Effective Date, the Borrower shall have paid to the Facility Agent for the account of each Incremental Lender with Incremental Commitments a fee equal to 1.25% of the aggregate amount of such Incremental Lender’s Commitments in effect on the First Amendment Effective Date; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers Borrower shall have been paidpaid all other costs, fees, expenses and other amounts due and payable pursuant to the Loan Documents and in connection with this First Amendment; (h) a copy of the Administrative memorandum of agreement (together with all amendments and addenda thereto) for the Additional Vessel duly executed by the Additional Guarantor who will be the owner thereof, and the relevant seller, together with evidence of any address or similar commission arrangements, all of which shall be of terms acceptable to the Facility Agent shall receive the consolidated balance sheets (certified by an officer of the Borrower or such Additional Guarantor to be a true, correct and its Subsidiaries complete copy thereof); (i) two valuations dated respectively October 23, 2017 and October 25, 2017 (at the expense of the Borrower) by an Approved Broker indicating the Fair Market Value of each of the Delivered Vessels and the Remaining Vessels, and serving as an indicator (on the basis of the Fair Market Value of a Remaining Vessel) to determine the Fair Market Value of the Additional Vessel to be financed by the Incremental Commitments provided herein, as agreed between the Borrower and the Facility Agent; (j) a duly executed original of (i) an amendment to the Membership Interest Pledge and (ii) an Account Pledge with respect to the Additional Guarantor who will be the owner of the Additional Vessel, and of any documents required to be delivered thereunder; (k) upon the request of any Incremental Lender made through the Facility Agent, a promissory note executed and delivered to the order of such Incremental Lender in the form of Exhibit L attached to the Credit Agreement, or any other form approved by the Facility Agent; (l) the conditions precedent set forth in Section 4.03 and Section 4.04 of the Credit Agreement in relation to the Additional Vessel and the Additional Guarantor who will be the owner thereof shall have been satisfied (or waived in writing by the Facility Agent with the consent of the Incremental Lenders); (m) the Facility Agent shall have received in form approved by the Facility Agent an amendment to each Vessel Mortgage duly executed by the owner of the relevant Vessel reflecting this First Amendment, and evidence that such amendment has been duly recorded in accordance with the Laws of the Approved Flag; (n) evidence that the Additional Guarantor who will be the owner of the Additional Vessel has duly opened an Operating Account and has delivered to the Facility Agent all resolutions, signature cards and other documents or evidence required in connection with the opening, maintenance and operation of such accounts with the Account Bank; (o) evidence that, if the tests set out in Article VII or Section 5.04 of the Credit Agreement were applied immediately following the making of the relevant Borrowing, the Borrower would not be obliged to provide additional security or repay part of the Borrowings as therein provided (determined on the basis of the most recent valuation for each Vessel delivered pursuant to Section 5.03 of the month of October 1999Credit Agreement); and (p) (i) all representations and warranties set forth in Section 3 of this First Amendment shall be true and correct in all material respects (or true and correct in all respects in the Administrative Agent shall receivecase of representations and warranties qualified by materiality or Material Adverse Effect) on and as of the First Amendment Effective Date with the same effect as though made on and as of such date, in form and substance satisfactory except to the Administrative Agent extent such representations and its counsel, warranties expressly relate to an earlier date (in which case such other documents, certificates representations and instruments warranties shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of such earlier date) and (ii) no Default shall have occurred and be continuing or would occur after giving effect to the Administrative Agent shall reasonably requireincurrence of the Loans pursuant to this First Amendment and the application of the proceeds therefrom.

Conditions of Effectiveness. This Amendment shall be become effective as of December 7, 1999, so long as each upon the satisfaction of the following conditions precedent shall have been satisfied:(such date, the “Amendment Effective Date”): (a) the The Administrative Agent shall receive counterparts have received (each of the documents in subclauses (i) through (iv) being referred to herein as an “Amendment Document”): (i) this Amendment Amendment, executed and delivered by a duly authorized officer of each of the Borrowers, the Administrative Agent and each Continuing Lender (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required which Continuing Lenders shall constitute Supermajority Lenders (as defined in the Intercreditor Existing Credit Agreement)); (ii) a reaffirmation of the Guarantee, executed and delivered by a duly authorized officer of each Loan Party party thereto; (iii) a reaffirmation of each Security Document, executed and delivered by a duly authorized officer of each Loan Party party thereto; (iv) subject to Article VI of this Amendment in respect of the Borrower following clauses (A) through (D), in respect of each Mortgaged Property (A) such amendments to the Mortgage and acknowledged Security Agreements in form and substance reasonably satisfactory to the Administrative Agent, and approved by a local counsel in the jurisdiction in which the Mortgaged Property subject to such Mortgage and Security Agreement is located, executed and delivered by a duly authorized officer of the relevant Loan Party to the extent necessary to reflect the Maturity Date Extension, (B) with respect to each Guarantor; such Mortgage and Security Agreement, a date-down endorsement to the title insurance policy covering such Mortgaged Property (bor if a date-down endorsement is not available in a particular jurisdiction, a new title insurance policy in the same insured amount as originally issued or marked up unconditional title commitment, pro forma policy or binder for such insurance) in form and substance not materially less favorable to the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee Continuing Lenders as such title policies or agent of such holder marked up unconditional title commitments, pro forma policies or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, including legal and other professional fees and expenses incurred binders delivered on or prior to the date of this Amendment by Administrative Agent or any LenderRestatement Effective Date, including, without limitation, the reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (gC) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance evidence satisfactory to the Administrative Agent that all premiums in respect of the related date-down endorsement or title policy (or policies) have been paid, and its counsel(D) to the extent required by applicable Law a standard flood hazard determination for each Mortgaged Property located in the United States, such other documentsand with respect to any Mortgaged Property located in the United States that is located in a special flood hazard area and in respect of Mortgaged Property located in Canada in a flood plain, certificates evidence of flood insurance in form and instruments as substance reasonably satisfactory to the Administrative Agent shall Agent; (v) a certificate of each Loan Party, dated as of the Amendment Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions and attachments (provided that, any such Loan Party may certify on such certificate that its Governing Documents have not changed since the Restatement Effective Date in lieu of attaching such Governing Documents to such certificate), reasonably requiresatisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President or Treasurer and the Secretary or any Assistant Secretary of such Loan Party, or, if applicable, of the general partner or managing member or members of such Loan Party, on behalf of such Loan Party.

Conditions of Effectiveness. This Amendment No. 3 shall be become effective as of December 7the date hereof, 1999, so long as each but only upon receipt by the Administrative Agent of the following conditions precedent shall have been satisfiedfollowing: (a) one or more counterparts of this Amendment No. 3 executed by the Loan Parties, Swing Line Lender, L/C Issuer, the Administrative Agent shall receive counterparts of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (cb) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory one replacement Note for each Lender requesting a Note, executed by the Borrower Borrowers; and (c) receipt of a Secretary’s Certificate from each Loan Party, attaching and Bank certifying (i) such Loan Party’s articles of Americaincorporation and bylaws (or comparable organizational documents), N.A.as amended, extending or certifying no change since last delivered to the maturity Administrative Agent and (ii) resolutions of each Loan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of the Overline Facility Loan Documents to which it is a party and the end consummation of the Waiver Periodtransactions contemplated thereby, together with specimen signatures of the persons authorized to execute such documents on each Loan Party’s behalf; (d) Borrowers shall have paid the fees set forth in the fee letter dated of even date herewith among Borrower Representative, the Administrative Agent shall receive a certified list of all real property owned by and the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known parties named therein to the Borrower Administrative Agent for its own account or for the account of the Lenders as set forth therein; provided that the upfront fees provided therein shall be paid on the date hereof allocated Revolving Credit Commitments set forth on Annex A to be either this Amendment No. 3 (i) unencumbered or (ii) subject to a lien, the terms of which would and Exiting Lender shall not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien;receive an upfront fee); and (e) the representations and warranties receipt of any other deliveries set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with on the Loan Documents, including this Amendment and closing document checklist delivered to the Additional Security Documents, including legal and other professional fees and expenses incurred on or Borrower Representative prior to the date of this Amendment by Administrative Agent or any Lender, including, without limitation, the reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably requireNo. 3.

Conditions of Effectiveness. This The effectiveness of this Amendment shall be effective as (the “Amendment No. 2 Effective Date”) and the obligations of December 7, 1999, so long as each the New Lender to extend the Additional Revolving Commitment is subject to the satisfaction of the following conditions precedent shall have been satisfiedprecedent: (a) the Administrative Agent (or its counsel) shall receive have received executed counterparts of (i) this Amendment signed by or on behalf of the Borrower, the Guarantors (including each New Subsidiary Guarantor), each Lender (including the New Lender), each Issuing Lender and the Administrative Agent (ii) which, subject to Section 10.8 of the Waiver and Fifth Amendment to Term Amended Credit Agreement, each may include any Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantorsignature page); (b) the Lenders and the Administrative Agent shall receive counterparts have received all fees required to be paid, and all expenses required to be reimbursed for which invoices have been presented (including the reasonable and documented fees and expenses of legal counsel to the First Administrative Agent) on or prior to the Amendment to Intercreditor Agreement, executed by the Required LendersNo. 2 Effective Date; (c) the Administrative Agent shall receive counterparts have received, for the ratable account of each “Lender” under and as defined in the Third Amendment to Promissory NoteExisting Credit Agreement, executed by as the Borrower case may be, (i) all accrued and Bank unpaid commitment or unused fees, letter of Americacredit fees, N.A., extending the maturity of the Overline Facility fronting fees and interest owing thereunder immediately prior to the end effectiveness of this Amendment, (ii) the Waiver Periodprincipal amount of all unreimbursed “L/C Obligations” outstanding under and as defined in the Existing Credit Agreement, and (iii) funded participations in “Letters of Credit” outstanding under and as defined in the Existing Credit Agreement immediately prior to the effectiveness of this Amendment; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either have received (i) unencumbered a certificate of each Loan Party (including each New Subsidiary Guarantor), dated the Amendment No. 2 Effective Date and signed by a secretary or assistant secretary of such Loan Party, with appropriate insertions and attachments, including (x) the Charter Documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party, (y) a copy of the resolutions or the unanimous written consent authorizing (A) the transactions contemplated by the Loan Documents and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which it is a party and the execution and delivery of the other documents to be delivered by it in connection herewith and therewith, and (z) a signature and incumbency certificate and (ii) subject to a lien, the terms long form good standing certificate for each Loan Party from its jurisdiction of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lienorganization; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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, shall have received the reasonable fees and expenses executed legal opinion of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ counsel to the Loan Parties (including each New Subsidiary Guarantor), in form and PricewaterhouseCoopers, substance reasonably satisfactory to the Administrative Agent (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent). Such legal opinion shall cover such other matters incident to the transactions contemplated by this Amendment as the Administrative Agent may reasonably require; (f) the Administrative Agent shall have been paidreceived a certificate of a Responsible Officer of the Borrower certifying that: (i) each of the representations and warranties made by the Loan Parties in or pursuant to the Loan Documents are true and correct in all material respects on and as of the Amendment No. 2 Effective Date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct in all respects (after giving effect to any such qualification therein); (ii) no Default or Event of Default has occurred and is continuing on the Amendment No. 2 Effective Date or after giving effect to the extensions of credit requested to be made on the Amendment No. 2 Effective Date and the use of proceeds thereof and (iii) the Loan Parties are in compliance with all applicable requirements of Regulations U, T and X of the Board; (g) retainers all governmental and third party approvals necessary in connection with the amount financing contemplated by this Amendment and the Amended Credit Agreement and the continuing operations of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers the Loan Parties (including shareholder approvals, if any) shall have been paidobtained on satisfactory terms and shall be in full force and effect; (h) the Administrative Agent shall receive the have received (i) satisfactory audited consolidated balance sheets financial statements of the Borrower and its Subsidiaries Public Parent for the month fiscal year ending December 31, 2023 and (ii) unaudited interim consolidated financial statements of October 1999Public Parent for the fiscal quarter ending March 31, 2024; and (i) at least five (5) days prior to the Administrative Agent shall receiveAmendment No. 2 Effective Date, in form and substance satisfactory to (i) the Administrative Agent and its counselLenders shall have (x) received all documentation and other information regarding the Borrower and each Guarantor (including each New Subsidiary Guarantor) requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten (10) days prior to the Amendment No. 2 Effective Date and (y) a properly completed and signed IRS Form W-8 or W-9, as applicable, for the Borrower, 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 ten (10) days prior to the Amendment No. 2 Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such other documents, certificates and instruments as the Administrative Agent shall reasonably requireBeneficial Ownership Certification.

Conditions of Effectiveness. This Amendment The obligations of the Initial Incremental Term Lenders to make Initial Incremental Term Loans under the Amended Credit Agreement and the amendments to the Credit Agreement contained in Section 2 hereof shall be become effective as of December 7, 1999, so long as each of the first date (the “First Amendment Effective Date”) on which the following conditions precedent shall have been satisfied:satisfied (or waived by the Initial Incremental Term Lenders): (a) the The Administrative Agent and the Initial Incremental Term Lenders shall receive have received counterparts of (i) this Amendment executed by the Borrower, the Administrative Agent and the Initial Incremental Term Lenders and (ii) the Waiver Guarantor Consent and Fifth Amendment to Term Credit Agreement, each Reaffirmation attached hereto (the “Guarantor Consent”) executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the The Administrative Agent and the Initial Incremental Term Lenders shall receive counterparts of have received a customary legal opinion from Ropes & ▇▇▇▇ LLP, counsel to the First Amendment to Intercreditor Agreement, executed by the Required LendersLoan Parties; (c) The Administrative Agent and the Initial Incremental Term Lenders shall have received, with respect to each Loan Party, certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the Guarantor Consent; (d) The Administrative Agent and the Initial Incremental Term Lenders shall have received a certificate of a Responsible Officer of the Borrower certifying (i) that the conditions in clauses (f) and (g) of this Section 6 have been satisfied and (ii) the amount, if any, of Initial Incremental Term Loans being incurred in reliance on such clause (D)(x) of the definition of “Available Incremental Amount”; (e) The Administrative Agent and the Initial Incremental Term Lenders shall have received a solvency certificate from a Financial Officer of Holdings or the Borrower (after giving effect to the transactions contemplated by this Amendment) based on and consistent with the form attached to the Credit Agreement as Exhibit I; (f) The Specified Representations (which, for the purposes of this Section 6(f), shall include Skyhigh Networks, Inc. and its Restricted Subsidiaries, as applicable) shall be true and correct in all material respects on the First Amendment Effective Date (unless such Specified Representations relate to an earlier date, in which case, such Specified Representations shall have been true and correct in all material respects as of such earlier date); provided, that each reference to the “Closing Date” set forth in the Specified Representations shall, for purposes of this clause 6(f), be a reference to the First Amendment Effective Date; (g) Immediately after giving effect to this Amendment, no Event of Default under Section 8.01(1) of the Credit Agreement or, solely with respect to the Borrower, Section 8.01(6) of the Credit Agreement, shall exist after giving effect to the making of the Initial Incremental Term Loans; (h) The Administrative Agent and the Initial Incremental Term Lenders shall have received a Committed Loan Notice no later than 1:00 p.m. (New York time) at least three Business Days (in the case of Eurodollar Rate Loans or EURIBOR Rate Loans) prior to, or on (in the case of Base Rate Loans), as applicable, the requested date of the Borrowing in respect of the Initial Incremental Term Loans; (i) The Borrower shall have paid all reasonable and documented out-of-pocket expenses of the Administrative Agent shall receive counterparts (including, without limitation, the Attorney Costs of the Third Administrative Agent to the extent provided for in Section 10.04 of the Credit Agreement) and the Initial Incremental Term Lenders in connection with this Amendment to Promissory Note, executed invoiced at least three (3) Business Days (unless otherwise reasonably agreed by the Borrower) prior to the First Amendment Effective Date; (j) The Borrower shall have paid all fees required to be paid pursuant to the amended and restated fee letter, dated as of December 8, 2017, by and between the Borrower, Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.Incorporated, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Sachs Bank USA, UBS AG, Stamford Branch and PricewaterhouseCoopers, shall have been paidUBS Securities LLC; (gk) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the The Administrative Agent shall receive have received at least two (2) Business Days prior to the consolidated balance sheets of First Amendment Effective Date all documentation and other information about the Borrower and its Subsidiaries for the month of October 1999Guarantors (other than any Excluded Subsidiary) required under applicable “know your customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act) that has been reasonably requested in writing at least ten (10) Business Days prior to the First Amendment Effective Date; and (il) The Borrower shall have paid all accrued and unpaid interest on the Closing Date Term Loans up to, but excluding, the First Amendment Effective Date. For purposes of determining compliance with the conditions specified in this Section 6, the Initial Incremental Term Lenders 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 the Initial Incremental Term Lenders from and after the making by the Initial Incremental Term Lenders of the Initial Incremental Term Loans pursuant to Section 2.01(1)(c) and (d) of the Amended Credit Agreement. The Initial Incremental Term Lenders and the Borrower shall promptly notify the Administrative Agent shall receive, in form and substance satisfactory to of the Administrative Agent and its counsel, such other documents, certificates and instruments as occurrence of the Administrative Agent shall reasonably requireFirst Amendment Effective Date.

Conditions of Effectiveness. This Amendment shall be effective as The effectiveness of December 7, 1999, so long as each of this Agreement is subject to the following conditions precedent shall (the first date on which such condition precedents have been satisfied:satisfied or waived being the “Effective Date”): (a) The Administrative Agent shall have received each of the following: (i) counterparts of this Agreement, duly executed by each Credit Party and each Lender; (ii) (x) a copy of the certificate of formation of the Borrower, certified by the Secretary of State of Delaware as of a recent date, (y) a copy of the limited liability company agreement of the Borrower (or a certification that there have been no changes to the limited liability company agreement of the Borrower previously delivered to the Administrative Agent) and (z) resolutions of the sole member of the Borrower authorizing the execution, delivery and performance of this Agreement, in each case, certified by a corporate secretary or assistant secretary of the Borrower and in form, scope and substance acceptable to the Administrative Agent; (iii) a written opinion of Borrower’s counsel, in form, scope and substance acceptable to the Administrative Agent; (iv) payment in full, in immediately available funds, to the Administrative Agent shall receive counterparts for the account of each Lender that executes and delivers a counterpart to this Agreement (A) an amendment fee in an amount equal to 0.20% of (x) the sum of such Lender’s Revolving Commitment and outstanding Term Loans immediately prior to giving effect to this Agreement(with respect to each such Lender, such Lender’s “Existing Hold”) less (y) the amount, if any, of such Lender’s Existing Hold that is assigned in connection with this Agreement; and (B) an upfront fee in an amount equal to 0.50% of the excess, if any, of (x) the sum of such Lender’s Revolving Commitment and outstanding Term Loans immediately after giving effect to this Agreement(including any (i) this Amendment Incremental Term Loan Commitments extended and (ii) Revolving Commitments and outstanding Term Loans assumed in connection with this Agreement) over (y) such Lender’s Existing Hold; (v) payment in full, in immediately available funds in an amount equal to $1,250,000 as a prepayment of the Waiver and Fifth Amendment to Term Revolving Loans under the Credit Agreement, each executed by to the Required Lenders (as defined in Administrative Agent for the Intercreditor Agreement) account and the Borrower ratable benefit of each Lender holding outstanding Revolving Commitments immediately prior to giving effect to the Amendment (it being understood and acknowledged agreed that for all purposes under the Credit Agreement such payment shall be treated as a prepayment under subsection 2.4B and shall be accompanied by each Guarantorany amounts payable under subsection 2.6D); (bvi) payment of all fees due and payable to the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, under that certain engagement letter duly executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed and delivered by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, including legal and other professional fees and expenses incurred on or prior to the date hereof in favor of this Amendment by Administrative Agent or any Lender, including, without limitation, the reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999GE Capital Markets, Inc.; and (ivii) a copy of an Incremental Term Loan Assumption Agreement from each Incremental Term Loan Lender making Incremental Term Loans on the Administrative Agent Effective Date, duly executed by such Incremental Term Loan Lender and the Borrower. (b) The Borrower shall receive, have received not less than $5,750,000 in form and substance satisfactory to gross cash proceeds from the Administrative Agent and its counsel, such other documents, certificates and instruments as funding of Incremental Term Loans (the Administrative Agent shall reasonably require“Effective Date Incremental Term Loans”).

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 be become effective as upon receipt by the Administrative Agent of: (i) executed counterparts of December 7, 1999, so long as this Amendment Agreement by a Responsible Officer of each of the following conditions precedent shall have been satisfied: Borrower, Actavis, and Ultimate Parent and a duly authorized officer of (aw) the Administrative Agent shall receive counterparts Agent, (x) each Consenting Lender, (y) each of the New Lenders and (iz) this Amendment and the L/C Issuer; (ii) a certificate signed by a Responsible Officer of Ultimate Parent certifying that, on and as of the Waiver date hereof, (A) the representations and Fifth warranties 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) a certificate signed by a Responsible Officer of the Borrower (A) certifying and attaching the resolutions adopted by the Borrower authorizing the execution and delivery of this Amendment to Term Agreement and the performance of the Second Amended ACT Revolving Credit Agreement, (B) certifying as to the incumbency and specimen signature of each executed by Responsible Officer executing this Amendment Agreement, (C) attaching a good standing certificate (or the Required Lenders 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) a Subsidiary Guarantor Counterpart (as defined in the Intercreditor Second Amended ACT Revolving Credit Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement), executed by a Responsible Officer of Actavis Funding SCS, a limited partnership (société en commandite simple) organized under the Required Lenders; (c) the Administrative Agent shall receive counterparts laws of the Third Amendment to Promissory NoteGrand Duchy of Luxembourg having its registered office at ▇▇▇, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇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 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 to the incumbency and specimen signature of each Responsible Officer executing the Loan Documents to which it is or is to be a party, (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) an executed legal opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers▇, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries LLP, special New York counsel for the month of October 1999; and (i) the Administrative Agent shall receiveBorrower, in form and substance satisfactory addressed to the Administrative Agent and its counseleach Lender under the Second Amended ACT Revolving Credit Agreement and dated the date hereof, such other documentssubstantially in the form attached as Exhibit J-1 to the Second Amended ACT Revolving Credit Agreement and (B) Loyens & Loeff Luxembourg S.à ▇.▇., certificates special Luxembourg counsel for the Borrower and instruments as 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 reasonably requirebe a binding agreement between the parties hereto and their permitted assigns under the Existing Revolving Credit Agreement, and (ii) each party hereto agrees that their commitments and consents to this Amendment Agreement, once delivered, are irrevocable and may not be withdrawn. The Administrative Agent shall promptly notify Ultimate Parent, the Lenders and the L/C Issuer of the Amendment Effective Date in writing, and such notice shall be conclusive and binding.

Conditions of Effectiveness. This Amendment Agreement, and the obligations of the Lenders to make Loans and of the L/C Issuers to issue Letters of Credit shall, shall be become effective on and as of December 7, 1999, so long as each of the first date on which the following conditions precedent shall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party, or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, and (ii) duly executed copies of the Loan Documents and such other legal opinions, certificates, documents, instruments and agreements as the Administrative Agent shall receive counterparts reasonably request in connection with the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit M. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of each of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ and ▇▇▇▇ LLP, U.S. counsel for the initial Borrowers, (ii) ▇▇▇▇▇▇ P.C.and Calder (Luxembourg) SARL, special Luxembourg counsel for the Luxembourg Borrower, (iii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special UK counsel for the UK Borrower, and PricewaterhouseCoopers(iv) Linklaters LLP, shall have been paid; (g) retainers counsel advising in respect to certain matters relating to the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) Dutch Borrower, in each case covering such matters relating to the Borrowers, the Loan Documents or the Transactions as the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; andreasonably request. The Company hereby requests such counsels to deliver such opinions. (ic) The Administrative Agent shall have received such documents and certificates as the Administrative Agent shall receiveor its counsel may reasonably request relating to the organization, existence and good standing of the initial Borrowers, the authorization of the Transactions and any other legal matters relating to such Borrowers, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counselcounsel and as further described in the list of closing documents attached as Exhibit M. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President or a Vice President of the Company, or a Financial Officer, certifying (i) that the representations and warranties contained in Article V are true and correct in all material respects (or, with respect to representations and warranties that contain a materiality qualification, are true and correct in all respects) as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to representations and warranties that contain a materiality qualification, are true and correct in all respects) as of such earlier date, and (ii) that no Default or Event of Default has occurred and is continuing as of such date. (e) The Administrative Agent shall have received evidence reasonably satisfactory to it that the credit facility evidenced by the Existing Credit Agreement shall have been or will be substantially concurrently with the effectiveness of this Agreement terminated and cancelled and all indebtedness thereunder shall have been or will be substantially concurrently with the effectiveness of this Agreement fully repaid and any and all liens thereunder, if any, have been or will be substantially concurrently with the effectiveness of this Agreement terminated and released. (f) The Administrative Agent, the Lenders and the Arrangers shall have received all fees and other documentsamounts due and payable on or prior to the Closing Date, certificates including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder. (g) The initial Borrowers shall have provided to the Administrative Agent and instruments each Lender the documentation and other customary information reasonably requested by the Administrative Agent or such Lender in order to comply with applicable law, including the Patriot Act. If any initial Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender, to the extent requested by such Lender, shall have received a Beneficial Ownership Certification in relation to such Borrower. Without limiting the generality of the provisions of Section 9.04, 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 thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall reasonably requirehave received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This Amendment shall be become effective as of December 7, 1999, so long as each upon the satisfaction of the following conditions precedent shall have been satisfied:(such date, the “Amendment Effective Date”): (a) the The Administrative Agent shall receive counterparts have received (each of the documents in subclauses (i) through (iv) being referred to herein as an “Amendment Document”): (i) this Amendment Amendment, executed and (ii) delivered by a duly authorized officer of each of the Waiver Borrowers, the Administrative Agent, the Incremental Lenders and Fifth Amendment to Term Credit Agreement, each executed by the Required Supermajority Lenders (as defined in the Intercreditor Existing Credit Agreement) and the Borrower and acknowledged by each Guarantor); (bii) a reaffirmation of the Guarantee, executed and delivered by a duly authorized officer of each party thereto; (iii) a reaffirmation of each Security Document, executed and delivered by a duly authorized officer of each party thereto; (iv) subject to Article VII of this Amendment in respect of the following clauses (A) through (C), in respect of each Mortgaged Property (A) such amendments to the Mortgage and Security Agreements as are in form and substance reasonably satisfactory to the Administrative Agent, in each case, executed and delivered by a duly authorized officer of the relevant Loan Party to the extent necessary to reflect the increase in the Acquisition Facility (it being understood that, unless requested by the Administrative Agent, no amendment shall increase the amount secured thereby if the same will result in the payment of additional mortgage recording tax), (B) with respect to each such Mortgage and Security Agreement, a date-down endorsement to the title insurance policy covering such Mortgaged Property (or if a date-down is not available in a particular jurisdiction, a new title insurance policy in the same insured amount as originally issued or marked up unconditional title commitment, pro forma policy or binder for such insurance) in each case in form and substance not materially less favorable to the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee Lenders as such title policies or agent of such holder marked up unconditional title commitments, pro forma policies or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, including legal and other professional fees and expenses incurred binders delivered on or prior to the date Restatement Effective Date, (C) evidence satisfactory to it that all premiums in respect of this Amendment by Administrative Agent the related date-down endorsement or any Lender, including, without limitation, the reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall title policy (or policies) have been paid, and (D) to the extent required by applicable Law a standard flood hazard determination for each Mortgaged Property located in the United States, and with respect to any Mortgaged Property located in the United States that is located in a special flood hazard area and in respect of Mortgaged Property located in Canada in a flood plain, evidence of flood insurance in form and substance reasonably satisfactory to the Administrative Agent; (gv) retainers a certificate of each Loan Party, dated as of the Amendment Effective Date, substantially in the amount form of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. Exhibit E to the Credit Agreement, with appropriate insertions and $50,000 for PricewaterhouseCoopers shall attachments (provided that, any such Person may certify on such certificate that its Governing Documents have been paid;not changed since the Restatement Effective Date in lieu of attaching such Governing Documents to such certificate), reasonably satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of such Person, or, if applicable, of the general partner or managing member or members of such Person, on behalf of such Person. (hvi) the Administrative Agent shall receive the consolidated balance sheets a copy of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receiveresolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors (or analogous body) of each Loan Party authorizing as applicable to such Person (i) the execution, delivery and performance of this Amendment and the Notes delivered on the Amendment Effective Date and the other Amendment Documents, and the reaffirmations of the applicable Loan Documents to which it is a party, and (ii) the reaffirmation by it of the Liens created pursuant to the Security Documents, certified by the Secretary or an Assistant Secretary of such Person, or, if applicable, of the general partner or managing member or members of such Person as of the Amendment Effective Date, which certification shall be included in the certificate delivered in respect of such Person pursuant to subclause (v), shall be in form and substance reasonably satisfactory to the Administrative Agent and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded; (vii) to the extent the following have been amended, supplemented or otherwise modified since the Restatement Effective Date, a certificate of each Loan Party, dated the Amendment Effective Date, as to the incumbency and signature of the officers of such Person or, if applicable, of the general partner or managing member or members of such Person, executing any Amendment Document, or having authorization to execute any certificate, notice or other submission required to be delivered to the Administrative Agent or a Lender pursuant to this Amendment, which certificate shall be included in the certificate delivered in respect of such Person pursuant to subclause (v) and shall be reasonably satisfactory in form and substance to the Administrative Agent; (viii) to the extent the following have been amended, supplemented or otherwise modified since the Restatement Effective Date, true and complete copies of the Governing Documents of each Loan Party, certified as of the date hereof as complete and correct copies thereof by the Secretary or an Assistant Secretary of such Person, or, if applicable, of the general partner or managing member or members of such Person, on behalf of such Person, which certification shall be included in the certificate delivered in respect of such Person pursuant to subclause (v) and shall be in form and substance reasonably satisfactory to the Administrative Agent; (ix) certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of each Loan Party in the jurisdiction of its counselorganization; (x) a certificate of a Responsible Person of each Borrower either (i) attaching copies of all consents, authorizations and filings referred to in Section 5.4 of the Credit Agreement (other than the Mortgage and Security Agreements and any Uniform Commercial Code financing statement or PPSA financing statement filed pursuant to the Security Documents), and stating that such other documentsconsents, certificates authorizations and instruments filings are in full force and effect, and each such consent, authorization and filing shall be in form and substance reasonably satisfactory to the Administrative Agent or (ii) stating that no such consents, authorizations or filings are so required; and (xi) the executed legal opinions of counsel to the Borrowers referred to in Section 6.1(k) of the Credit Agreement, in form and substance reasonably satisfactory to the Administrative Agent. The legal opinion shall cover such matters incident to the transactions contemplated by this Amendment as the Administrative Agent, the Incremental Lenders may reasonably require in accordance with customary opinion practice. (xii) a certificate from the Borrower certifying that, immediately before and immediately after giving effect to the Incremental Commitments, (A) the representations and warranties contained in Section 5 of the Credit Agreement and the other Loan Documents are true and correct in all material respects (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier or “Material Adverse Effect” shall be required to be true and correct in all respects), and (B) no Default or Event of Default exists. (b) The Administrative Agent and the Lenders shall reasonably requirehave received the fees (including reasonable fees, disbursements and other charges of counsel to the Administrative Agent) to be received on the Amendment Effective Date and all reasonable and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the negotiation of the Amendment.

Conditions of Effectiveness. This Amendment shall be effective as of December 7, 1999, so long as each of the following conditions precedent shall have been satisfied: (a) The effectiveness of the amendments set forth in Section 1 of this Amendment is subject to the conditions precedent that the Administrative Agent shall receive counterparts of have received: (i) duly executed copies of this Amendment from each of the Company, the Guarantors, the requisite number of Banks under Section 9.01 of the Agreement, the Fronting Bank, the Administrative Agent and the Syndication Agent; (ii) a reaffirmation from each of the Guarantors (as defined giving effect to the amendments in Section 1) reaffirming its obligations under the Guaranty Agreements (as defined giving effect to the amendments in Section 1) to which it is a party, and from FirstEnergy Nuclear Generation Corp. (“NGC”) with respect to that certain Guaranty, dated as of March 26, 2007, executed and delivered by NGC and acknowledged by FES, in form and substance reasonably satisfactory to the Administrative Agent; (iii) opinions of counsel to the Company and the Guarantors relating to enforceability of this Amendment and (ii) the Waiver Related Documents, including the Agreement as amended by this Amendment, and Fifth Amendment to Term Credit Agreementgeneral corporate matters, each executed in form and substance reasonably satisfactory to the Administrative Agent; and (iv) payment by the Required Lenders (as defined in Borrower of all fees and expenses due and owing by it to the Intercreditor Agreement) Administrative Agent, the Fronting Bank and the Borrower and acknowledged by each Guarantor;Lenders as of the date hereof. (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties The amendments set forth in Section 11 2 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, including legal and other professional fees and expenses incurred on or prior to the date of this Amendment effective only upon receipt by Administrative Agent or any Lender, including, without limitation, the reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of each of the Borrower and its Subsidiaries for following no later than thirty (30) days after the month of October 1999; and (i) the Administrative Agent shall receivedate hereof, in each case, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as Agent: (i) copies of each document (including any Uniform Commercial Code financing statement) required by the Credit Documents or any Related Document or under law or reasonably requested by the Administrative Agent shall reasonably requireto be filed, registered or recorded in order to create in favor of the “Trustee” under the FMB Mortgage for the benefit of the holders of the First Mortgage Bonds, including the Administrative Agent, for the benefit of the Banks, a perfected Lien on the Mortgaged Property, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by the FMB Mortgage), in each case, in proper form for filing, registration or recordation; (ii) a duplicate copy of all proceedings relating to the issuance and sale of the First Mortgage Bonds and the filing and recordation of the FMB Mortgage, together with opinion letters of counsel to the Issuer, the Trustee and/or the Custodian, as applicable, providing for the reliance thereon by the Administrative Agent and the Banks and any related closing certificates of the Issuer; (iii) an original of each First Mortgage Bond, duly executed by the Company and duly authenticated and delivered by the “Trustee” under the FMB Mortgage; (iv) opinions of counsel to the Company and the Guarantors relating to enforceability of the Related Documents, general corporate matters and validity and perfection of the lien of the FMB Mortgage; and (v) payment by the Borrower of all fees and expenses due and owing by it to the Administrative Agent, the Fronting Bank and the Lenders as of the Contingent Effective Date.

Conditions of Effectiveness. This Joinder and Amendment No. 1 shall be become effective as of December 7, 1999, so long as each the date hereof upon satisfaction of the following conditions precedent conditions: Agent shall have been satisfiedreceived: (a) the Administrative Agent shall receive counterparts Six (6) copies of (i) this Joinder and Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each No. 1 duly executed by the Companies (including AMRGI), Agent and Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged consented to by each Guarantor; (b) Six (6) copies of a duly executed amendment to the Administrative Amended and Restated Pledge Agreement executed by G-III Inc. in favor of Agent shall receive counterparts as of April 3, 2008 (the “Pledge Agreement”), pursuant to which 100% of the First Amendment issued and outstanding shares of the capital stock of AMRGI are pledged to Intercreditor Agent as additional “Pledged Collateral” (as defined in the Pledge Agreement), together with appropriate stock powers executed by in blank and the Required Lendersoriginal stock certificates; (c) the Administrative Agent shall receive counterparts A true and correct copy of each of the Third Amendment to Promissory Noteagreements, executed documents and instruments entered into by the Borrower and Bank of America, N.A., extending the maturity any of the Overline Facility Companies and/or AMRGI pursuant to which AMRGI. acquired certain assets of Wilsons The Leather Experts Inc. and certain of its Subsidiaries including without limitation 116 outlet store locations, $18,500,000 in Inventory, distribution center operations and the end of Wilsons name and other related trademarks and tradenames (the Waiver Period“Wilsons Acquisition”); (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries Six (other than any non-essential asset with a fair market value not exceeding $200,0006) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting copies of a second lien without duly executed collateral assignment in favor of Agent, in form and substance satisfactory to Agent and suitable for filing in the prior written consent of United States Patent and Trademark Office, with respect to intellectual property acquired in connection with the holder or holders (or the trustee or agent of such holder or holders) of the first lienWilsons Acquisition; (e) Copies of lien searches conducted in contemplation of the representations Wilsons Acquisition confirming to Agent’s satisfaction that the assets acquired in connection therewith are free and warranties set forth in Section 11 clear of this Amendment shall be true and correctany liens other than Permitted Encumbrances; (f) a Secretary’s Certificate and resolutions, all reasonable out-of-pocket fees in form and expenses in connection with substance reasonably satisfactory to Agent and its counsel, of the Loan Documentsboard of directors of AMRGI authorizing (1) the execution, including delivery and performance of this Joinder and Amendment No. 1 and (2) the Additional Security Documentsgranting by AMRGI of the liens created by the Financing Agreement, including legal and other professional fees and expenses incurred on such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or prior to rescinded as of the date of this Amendment such certificate; (g) a copy of the certificate of incorporation and by-laws of AMRGI, such certificate of incorporation shall have been certified by Administrative Agent the Secretary of State or any Lender, including, without limitation, other appropriate official of its jurisdiction of incorporation; (h) a copy of the reasonable fees and expenses certificate of Winstead foreign qualification of AMRGI issued by the Secretary of State or other appropriate official of each jurisdiction where the conduct of AMRGI’s business activities or the ownership its properties reasonably necessitates qualification; (i) executed opinion of counsel from Fulbright & ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, L.L.P. in form and substance satisfactory to the Administrative Agent, which shall generally cover such matters which were opined upon in its April 3, 2008 opinion letter as such matters apply to AMRGI; and (j) such other certificates, instruments, documents and agreements as may reasonably be required by Agent or its counsel, each of which shall be in form and substance satisfactory to Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably require.

Conditions of Effectiveness. This (a) Section 1(a) of this Amendment shall be become effective on the date (the "Amendment Effective Date") when the Administrative Agent shall have received counterparts of this Amendment executed by the Borrowers, each Agent and the Required Lenders or, as to any of December 7the Lenders, 1999advice satisfactory to the Administrative Agent that such Lender has executed this Amendment, so long as and when, and only when, each of the following conditions precedent shall have been satisfied: (a) the Administrative Agent shall receive counterparts of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) 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 Effective Date, after giving effect to this Amendment, as though made on and as of such date (except for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment Effective Date, in which case as of such specific date); (ii) Senior Notes (as defined herein) shall have been issued for gross cash proceeds of not less than $250,000,000; and (iii) after giving effect to this Amendment, no event shall have occurred and be continuing that constitutes a Default or Event of Default. (b) Section 11 1(b) of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, including legal and other professional fees and expenses incurred become effective on or prior to the date (the "Ratio Amendment Date") on which (i) each of this Amendment by Administrative Agent or any Lender, including, without limitation, the reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, conditions set forth in Section 2(a) hereof shall have been paid; satisfied (gas though each reference therein to the "Amendment Effective Date" were a reference to the "Ratio Amendment Date"), (ii) retainers the ratios referred to in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers Section 1(b) shall have been paid; become final as provided therein and (hiii) the Administrative Agent shall receive have received a certificate from a Responsible Officer of Cincinnati Bell certifying that there have been no changes to Cinc▇▇▇▇ti Bell's forecasts of Consolidated EBITDA referred to in Section 1(b) in any manner that would impact the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, Interest Coverage Ratios referred to in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably requireSection.

Conditions of Effectiveness. This Amendment shall be become effective as of December 7, 1999, so long as the first date upon which each of the following conditions precedent set forth below in this Section 2 shall have been satisfied:be satisfied (such date, the “Effective Date”): (a) The Paying Agent shall have received a number of copies reasonably determined by the Administrative Agent shall receive counterparts of of: (i) counterparts of this Amendment executed by each Term Lender, the Borrower, the Administrative Agent and the Joint Lead Arrangers; and (ii) counterparts of the Consent (the “Consent”) in the form attached as Annex B hereto, executed by each of the Loan Parties (other than the Borrower). (b) The Paying Agent shall have received a Notice of Borrowing, completed and delivered in accordance with the terms of Section 2.02 of the 2011 Credit Agreement. (c) The Paying Agent shall have received (i) certified copies of the resolutions of the board of directors of (A) the Borrower approving this Amendment and the matters contemplated hereby and (B) each other Loan Party evidencing approval of the Consent and the matters contemplated hereby and thereby, (ii)(A) copies of the articles or certificate of incorporation or formation of each Loan Party, together with all amendments and modifications thereto as of the date of delivery, certified as of a recent date by the Secretary of State of the state of incorporation or formation, or (B) a certification from the Responsible Officer of each Loan Party to the effect that there have been no amendments, modifications or other changes to the articles or certificate of incorporation or formation of each Loan Party delivered to the Paying Agent by the Borrower on September 29, 2011 pursuant to the terms of the 2011 Credit Agreement dated as of such date, (iii) (A) certified copies of the bylaws or membership agreement of each Loan Party, together with all amendments and modifications thereto as of the date of delivery, or (B) a certification from the Responsible Officer of each Loan Party to the effect that there have been no amendments, modifications or other changes to the bylaws or membership agreement of each Loan Party delivered to the Paying Agent by the Borrower on September 29, 2011 pursuant to the terms of the 2011 Credit Agreement dated as of such date, (iv) a certificate of good standing, or certificate of existence, as applicable, of each Loan Party, dated as of a recent date from the Secretary of State of the state of incorporation or organization of such Loan Party, and (v) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment, the Consent and the matters contemplated hereby and thereby. (d) The Paying Agent shall have received a certificate of a Responsible Officer of the Borrower, certifying that, before and after giving effect to the incurrence of Debt under the Term Facility, and the drawings thereunder on the Effective Date, (i) the representations and warranties contained in Article IV of the 2011 Credit Agreement and the other Loan Documents are true and correct on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that the representations and warranties contained in subsections (g) and (h) of Section 4.01 of the 2011 Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (b) and (c), respectively, of Section 5.03 of the 2011 Credit Agreement, (ii) no Default exists, (iii) the Waiver Borrowing Base exceeds the Borrowing Base Obligations at such time, (iv) the Borrower is in pro forma compliance with the covenants in Section 5.04 of the 2011 Credit Agreement and Fifth (v) the incurrence of debt under the Term Facility and the Liens securing such Debt is permitted under the Related Documents and all other documents evidencing Debt incurred pursuant to Section 5.02(b)(i)(C) of the 2011 Credit Agreement (including after giving pro forma effect to a full drawing of the Term Facility) (together with calculations in detail reasonably satisfactory to the Joint Lead Arrangers). (e) The Paying Agent shall have received a certificate of a Responsible Officer of the Borrower and each other Loan Party certifying the names and true signatures of the officers of the Borrower and such other Loan Party authorized to sign this Amendment and the Consent . (f) Each Term Lender shall, to the extent requested, have received a Term Credit Agreement, each executed by the Required Lenders Note (as defined in the Intercreditor Amended Credit Agreement) and payable to the Borrower and acknowledged by each Guarantor;order of such Term Lender. (bg) the Administrative The Paying Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, have received originally executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting copies of a second lien without the prior written consent opinion of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇, LLP and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. Traurig LLP counsel for the Loan Parties, each in form and $50,000 for PricewaterhouseCoopers shall have been paid;substance reasonably satisfactory to the Joint Lead Arrangers. (h) Borrower shall have paid: (i) to the Administrative Agent shall receive the consolidated balance sheets all out-of-pocket expenses of the Borrower Administrative Agent (including the reasonable fees and its Subsidiaries expenses of counsel for the month Administrative Agent) in connection with the negotiation, preparation and delivery of October 1999this Amendment; and (iii) the Administrative Agent shall receive, in form and substance satisfactory to the Administrative Agent Agent, for the account of each Term Lender, as fee compensation for such Term Lender’s commitment, a fee in an amount equal to 0.50% of the aggregate principal amount of such Term Lender’s Term Commitment on the Effective Date, and its counselsuch fee shall be in all respects fully earned, such other documents, certificates due and instruments as payable on the Administrative Agent shall reasonably requireEffective Date and non-refundable and non-creditable thereafter.

Conditions of Effectiveness. This Amendment The obligations of the 2021 Incremental Term Lenders to make 2021 Incremental Term Loans under the Amended Credit Agreement and the amendments to the Credit Agreement contained in Section 1 hereof shall be become effective as of December 7, 1999, so long as each of the first date (the “Amendment No. 2 Effective Date”) on which the following conditions precedent shall have been satisfied:satisfied (or waived by the Required Lenders and the 2021 Incremental Term Lenders): (a) the The Administrative Agent shall receive have received counterparts of (i) this Amendment executed by the Borrower, Holdings, the Administrative Agent, each 2021 Incremental Term Lender (in its capacity as such) and each Lender (other than in its capacity as a 2021 Incremental Term Lender) consenting to this Amendment (the “Consenting Lenders”), such Consenting Lenders and 2021 Incremental Term Lenders collectively constituting Required Lenders and (ii) the Waiver Guarantor Consent and Fifth Amendment to Term Credit Agreement, each Reaffirmation attached hereto (the “Guarantor Consent”) executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor;. (b) the The Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive have received a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either customary legal opinion from (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ counsel to the Loan Parties and PricewaterhouseCoopers(ii) each local counsel to the Loan Parties listed on Schedule 5(b) to this Amendment. (c) The Administrative Agent shall have received, with respect to each Loan Party, certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the Guarantor Consent. (d) The Administrative Agent shall have received (i) a Committed Loan Notice no later than 1:00 p.m., New York time, three (3) Business Days (in the case of Eurodollar Rate Loans) or two (2) Business Days (in the case of Base Rate Loans), in each case prior to the requested date of the Borrowing in respect of the 2021 Incremental Term Loans and (ii) an Incremental Loan Request; provided that this Amendment shall be deemed to be the Incremental Loan Request with respect to the 2021 Incremental Term Loans for purposes of the Amended Credit Agreement and all parties hereto hereby agree that this Amendment shall satisfy all requirements under the Amended Credit Agreement for the Incremental Loan Request with respect to the 2021 Incremental Term Loans. (e) All fees (including fees required to be paid pursuant to the fee letter dated as of the date hereof, by and among the Borrower and the 2021 Incremental Term Lenders) and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 2 Effective Date (except as otherwise reasonably agreed by the Borrower)) required to be paid under the Credit Agreement on or prior to the Amendment No. 2 Effective Date shall have been paid;, or shall be paid substantially concurrently with the Borrowing of 2021 Incremental Term Loans on the Amendment No. 2 Effective Date. (f) The Administrative Agent shall have received for the account of each Consenting Lender, an amendment fee equal to 0.25% of the aggregate amount of such Consenting Lender’s outstanding Term Loans and/or Revolving Commitments, as applicable, immediately prior to the Amendment No. 2 Effective Date. (g) retainers in To the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers extent not previously received, the Administrative Agent shall have received at least two (2) Business Days prior to the Amendment No. 2 Effective Date (or such shorter period as may be acceptable to the Administrative Agent) all documentation and other information in respect of the Borrower and the Guarantors (including, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in respect of the Borrower) required under applicable “know your customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act and Beneficial Ownership Regulations) that has been paid;reasonably requested in writing by the Administrative Agent at least three (3) Business Days prior to the Amendment No. 2 Effective Date. (h) the The Administrative Agent shall receive have received a solvency certificate from a Financial Officer of the consolidated balance sheets Borrower (after giving effect to the Amendment and the 2021 Incremental Term Loans) substantially in the form attached as Exhibit I to the Amended Credit Agreement (or, at the option of the Borrower, a third party opinion as to the solvency of the Borrower and its Restricted Subsidiaries for on a consolidated basis). For purposes of determining compliance with the month conditions specified in this Section 4, the Administrative Agent, each Term Lender and each 2021 Incremental Term Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent, a Term Lender or a 2021 Incremental Term Lender, as applicable, unless, in the case of October 1999; and (i) a Term Lender or a 2021 Incremental Term Lender, the Administrative Agent shall receive, in form and substance satisfactory have received notice from such Term Lender or 2021 Incremental Term Lender prior to the Administrative Agent and proposed Amendment No. 2 Effective Date specifying its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably requireobjection thereto.

Conditions of Effectiveness. This Third Amendment shall be will become effective as of December 7, 1999, so long as on the date on which each of the following conditions precedent shall have been satisfied:is satisfied or waived in accordance with Section 12.02 of the Credit Agreement (the “Third Amendment Effective Date”): (a) the 4.1 The Administrative Agent shall receive counterparts of (i) this Amendment and (ii) have received from the Waiver and Fifth Amendment to Term Credit AgreementBorrower, PEI, each executed Guarantor, the Issuing Bank and the Lenders, counterparts (in such number as may be requested by the Required Lenders (as defined in the Intercreditor AgreementAdministrative Agent) of this Third Amendment signed on behalf of such Person. 4.2 The Administrative Agent and the Borrower Lenders shall have received all fees and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the First Amendment other amounts due and payable on or prior to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory NoteEffective Date, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of including all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement (including fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, including legal and other professional fees and expenses incurred on or prior to the date of this Amendment invoiced by Administrative Agent or any Lender, including, without limitation, the reasonable fees and expenses of Winstead ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.LLP). 4.3 The Administrative Agent shall have received duly executed (i) Assumption Agreements, ▇pursuant to which Double Eagle Lone Star LLC, a Delaware limited liability company, DE Operating LLC, a Delaware limited liability company, Veritas Energy Partners, LLC, a Delaware limited liability company, and Novus Land Services LLC, a Delaware limited liability company (collectively, the “Acquired Entities”), shall become party to the Guaranty Agreement, (ii) Supplements to the Guaranty Agreement, pursuant to which the Borrower shall pledge 100% of the Equity Interests in the Acquired Entities and (iii) a certificate of the Secretary or Assistant Secretary of each of the Acquired Entities certifying as to the incumbency and genuineness of the signature of each Responsible Officer of each of the Acquired Entities executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of each of the Acquired Entities and all amendments thereto, certified by the appropriate Governmental Authority (to the extent available) in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws, partnership agreement, limited liability company agreement or other governing document of each of the Acquired Entities (including all amendments thereto), (C) resolutions duly adopted by the board of directors (or other governing body) of each of the Acquired Entities authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of the Loan Documents to which it is a party, and (D) a certificate as to the good standing of each of the Acquired Entities under the laws of its jurisdiction of organization. 4.4 The Administrative Agent shall have received the Reserve Report prepared by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. Associates, Inc., dated as of January 27, 2017, with respect to certain the Oil and $50,000 Gas Properties of the Loan Parties (including, for PricewaterhouseCoopers the avoidance of doubt, the Acquired Entities) as of December 31, 2016. 4.5 No Default or Event of Default shall have been paid;occurred and be continuing as of the Third Amendment Effective Date. (h) the 4.6 The Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance satisfactory to the Administrative Agent and its counsel, have received such other documents, certificates and instruments documents as the Administrative Agent shall or its special counsel may reasonably require. The Administrative Agent is hereby authorized and directed to declare this Third Amendment to be effective when it has received documents confirming compliance with the conditions set forth in this Section 4 or the waiver of such conditions as agreed to by the Majority Lenders. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Conditions of Effectiveness. This Amendment and the amendment and restatement of the Credit Agreement as set forth in §1 hereof shall be become effective as of December 7the date first written above when, 1999and only when, so long as each of the following conditions precedent shall have been satisfied:satisfied by the Borrowers or waived by the Agents (the “Restatement Effective Date”): (a) the The Administrative Agent shall receive counterparts of have received this Amendment, duly executed and delivered by (i) this Amendment and the Loan Parties, (ii) the Waiver Required Lenders, (iii) each Cashless Option Term Lender, (iv) each Cashless Option Revolving Lender and Fifth Amendment to Term Credit Agreement, (v) each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each GuarantorAdditional Lender; (b) the The Administrative Agent shall receive counterparts have received, on behalf of itself, the First Amendment to Intercreditor Agreementother Agents, executed by the Required Issuing Lenders and the Lenders; (c) the Administrative Agent shall receive counterparts , a usual and customary opinion of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Domestic Borrowers and PricewaterhouseCoopersthe U.S. Guarantors and (ii) local counsels to the other Loan Parties (and additionally, shall have been paidwith respect to the UK Borrower and UK Guarantors and the European Borrowers and European Guarantors, local counsels to the Administrative Agent) pertaining to the jurisdictions indicated on Schedule 4(b) attached hereto (other than the opinions set forth in section (iii) of such Schedule 4(b)), in each case in form and substance satisfactory to the Administrative Agent; (gc) retainers The Administrative Agent shall have received payment of all fees and expenses due to the Administrative Agent (as agreed to in writing between the amount Administrative Agent and the Borrowers) (including, without limitation, fees and reasonable and documented out-of-pocket expenses of $50,000 for Winstead ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers LLP, counsel to the Administrative Agent, invoiced to the Borrowers at least one Business Day prior to the Restatement Effective Date), in each case required to be paid on the Restatement Effective Date. Substantially simultaneously with the effectiveness of this Amendment (i) the Term Lenders under the Credit Agreement (including all Cashless Option Term Lenders) shall have been paidpaid all accrued principal (other than the principal amount of Exchanged Term Loans) and interest (other than interest on term loans that are exchanged into Exchanged Term Loans) on their Term Loans to, but not including, the Restatement Effective Date and (ii) the Revolving Lenders under the Credit Agreement shall have been paid all accrued principal (other than the principal amount of Exchanged Revolving Loans), fees (other than fees on revolving loan commitments that are exchanged into Exchanged Revolving Commitments) and interest (other than interest on revolving loans that are exchanged into Exchanged Revolving Loans) related to their Revolving Loan Commitments to, but not including, the Restatement Effective Date; (d) The Administrative Agent shall have received for the account of each Cashless Option Term Lender, Cashless Option Revolving Lender, Additional Term Lender and Additional Revolving Lender such fees as otherwise agreed between the Borrower and the Administrative Agent; (e) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing, either on the date hereof or on the Restatement Effective Date; (f) The representations and warranties of the Borrowers and their Subsidiaries contained in §8 of the Third Amended and Restated Credit Agreement shall be true and correct in all material respects at and as of the Restatement Effective Date; provided, however, that references therein to the “Credit Agreement” shall be deemed to refer to the Third Amended and Restated Credit Agreement attached hereto as Annex A; (g) GWI shall have provided a certificate signed by an authorized officer of GWI certifying as to the satisfaction of the conditions set forth in paragraphs (e) and (f) of this Section 4; (h) the The Administrative Agent shall receive have received, on behalf of each Loan Party hereto, an officer’s certificate, dated the consolidated balance sheets of Restatement Effective Date, substantially in the Borrower and its Subsidiaries for form delivered at the month of October 1999; and Closing Date or such other form as may be acceptable to the Administrative Agent, including as attachments, (i) a copy, certified by a duly authorized officer of such Person to be true and complete and in full force and effect on the Restatement Effective Date, of each of the Governing Documents (and, with respect to the UK Loan Parties, each of the documents listed in 4(i) below) as in effect on such date of certification (or in lieu of a copy of such Governing Documents, certification by such Person that such Governing Documents have not been amended since previously delivered to the Administrative Agent shall receiveAgent), (ii) other than in respect of the European Borrowers and the UK Loan Parties, certificates of good standing, all in form and substance reasonably satisfactory to the Administrative Agent and its counselcounsel and (iii) evidence of corporate or other action necessary for the valid execution, delivery and performance by each of the Borrowers and each of the Guarantors of this Amendment, which shall have been duly and effectively taken; (i) With respect to each of the UK Loan Parties, the following documents shall have been delivered: (i) a certificate signed by an authorized director (or equivalent) of each of the UK Loan Parties confirming that borrowing or guaranteeing or securing, as appropriate, the Tranche B UK Term Loan Commitments and the Tranche B UK Revolving Loan Commitments would not cause any borrowing, guarantee, security or similar limit binding on such other documentsUK Loan Party to be exceeded; (ii) a specimen signature of each person authorized by the resolution referred to in clause (i) of Section 4(h) above; (iii) a copy of a resolution of the board of directors of each corporate shareholder of each of the UK Loan Parties approving the terms of any shareholders resolution delivered pursuant to clause (i) of Section 4(h) above; (iv) a copy of a letter signed by each of the UK Loan Parties appointing GWI as their respective agent for service of process in relation to any proceedings before the courts of the State of New York in connection with this Amendment and the Third Amended and Restated Credit Agreement and evidence that such process agent has accepted its appointment; (v) an executed copy of the supplemental share charge between Euro Holdings, certificates GWI UK Holding Limited, GWI UK Acquisition Company Limited, RailInvest Holding Company Limited, RailInvest Acquisitions Limited, Freightliner Group Limited, Freightliner Acquisitions Limited, Management Consortium Bid Limited, Freightliner Limited and instruments Pentalver Transport Limited (as chargors) and the Administrative Agent in relation to the shares charged pursuant to (i) the share charge dated 9 July 2015 between the Chargors (as defined therein) and the Administrative Agent, (ii) the share charge dated 23 June 2017 between Pentalver Transport Limited and the Administrative Agent (the “UK Confirmation Pledge”); and (vi) with respect to Euro Holdings only, corporate authorizations from the board of directors, shareholders and supervisory board, in each case, to the extent applicable and required for entering into the UK Confirmation Pledge; and (j) The Administrative Agent shall have received from each Borrower so requested by the Administrative Agent, a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230. (k) The Administrative Agent shall have received from GWI a completed form reasonably requireacceptable to the Administrative Agent representing that no Mortgaged Property includes any “Buildings” or “Manufactured (Mobile) Homes” (in each case, as defined in the Credit Agreement), and that there is no present intent to construct or place any Buildings or Manufactured (Mobile) Homes on the property that would constitute Mortgaged Property under the Credit Agreement. (l) The Administrative Agent shall have received a Loan Request, Swingline Loan Request or Letter of Credit Application, as applicable, in a form reasonably acceptable to the Administrative Agent.

Conditions of Effectiveness. This Amendment The obligations of the 2018 Incremental Term Lenders to make 2018 Incremental Term Loans under the Amended Credit Agreement, and the amendments to the Credit Agreement contained in Section 1 hereof, shall be become effective as of December 7, 1999, so long as each of the first date (the “First Amendment Effective Date”) on which the following conditions precedent shall have been satisfied:satisfied (or waived by the 2018 Incremental Term Lenders): (a) the The Administrative Agent and the 2018 Incremental Term Lenders shall receive have received counterparts of (i) this Amendment executed by the Borrower, the Administrative Agent and the 2018 Incremental Term Lenders and (ii) the Waiver Guarantor Consent and Fifth Amendment to Term Credit Agreement, each Reaffirmation attached hereto as Exhibit A (the “Guarantor Consent”) executed by Holdings and each Subsidiary Guarantor (collectively, the Required Lenders (as defined in the Intercreditor Agreement) “Guarantors” and the Borrower and acknowledged by each each, a “Guarantor”); (b) the The Administrative Agent on behalf of itself and the 2018 Incremental Term Lenders shall receive counterparts of have received a customary legal opinion from (i) Ropes & G▇▇▇ LLP, counsel to the First Amendment Loan Parties and (ii) each local counsel to Intercreditor Agreement, executed by the Required LendersLoan Parties listed on Schedule 4(b) to this Amendment; (c) the The Administrative Agent on behalf of itself and the 2018 Incremental Term Lenders shall receive counterparts have received, with respect to each Loan Party, certificates of good standing from the secretary of state of the Third Amendment state of organization of each Loan Party (to Promissory Notethe extent such concept exists in such jurisdiction), executed by the Borrower customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and Bank of America, N.A., extending the maturity complete copies of the Overline Facility Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the end of the Waiver PeriodGuarantor Consent; (d) the The Administrative Agent and the 2018 Incremental Term Lenders shall receive have received a certified list certificate of all real property owned by a Responsible Officer of the Borrower certifying that the conditions in clauses (f) and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holdersg) of the first lienthis Section 4 have been satisfied; (e) The Administrative Agent and the 2018 Incremental Term Lenders shall have received a solvency certificate from a Responsible Officer of the Borrower (after giving effect to the transactions contemplated by this Amendment) based on and consistent with the form attached to the Credit Agreement as Exhibit K; (f) The representations and warranties set forth of the Borrower contained in Article III of the Credit Agreement and Section 11 5 of this Amendment shall be true and correctcorrect in all material respects on and as of the First Amendment Effective Date; provided that, in the case of any representation and warranty which expressly relates to a specific date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be; provided, further, that, if any representation and warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, such representation and warranty shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (fg) No Event of Default shall exist immediately prior to or after giving effect to this Amendment and the making of the 2018 Incremental Term Loans; (h) The Administrative Agent on behalf of itself and the 2018 Incremental Term Lenders shall have received a Committed Loan Notice no later than 2:00 p.m. (New York time) at least three Business Days prior to the requested date of the Borrowing in respect of the 2018 Incremental Term Loans; (i) The Borrower shall have paid all reasonable and documented out-of-pocket fees and expenses in connection with of the Loan Documents, including this Amendment Administrative Agent and the Additional Security DocumentsLead Arranger (as defined in the engagement letter, including legal dated as September 4, 2018 (the “Engagement Letter”), by and other professional fees among the Borrower, M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (“MLPFS”), Jefferies Finance LLC (“Jefferies”), M▇▇▇▇▇ S▇▇▇▇▇▇ Senior Funding, Inc. (“M▇▇▇▇▇ S▇▇▇▇▇▇”) and expenses incurred on or prior to Nomura Securities International, Inc. (together with MLPFS, Jefferies and M▇▇▇▇▇ S▇▇▇▇▇▇, collectively, the date of this Amendment by Administrative Agent or any Lender, “Arrangers”) (including, without limitation, the actual reasonable fees and expenses documented out-of-pocket fees, disbursements and other charges of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.one firm of outside counsel to all such Persons taken as a whole and, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ if reasonably necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole, to the extent provided for in Section 9.03 of the Credit Agreement or Section 5 of the Engagement Letter) and PricewaterhouseCoopers, shall have been paidthe 2018 Incremental Term Lenders in connection with this Amendment invoiced at least three (3) Business Days (unless otherwise agreed by the Borrower) prior to the First Amendment Effective Date; (gj) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers The Borrower shall have been paidpaid all fees required to be paid pursuant to the fee letter, dated as of September 4, 2018, by and between the Borrower and MLPFS (the “Fee Letter”); (hk) the The Administrative Agent shall receive have received (i) at least two (2) Business Days prior to the consolidated balance sheets of First Amendment Effective Date all documentation and other information about the Borrower and the Guarantors (including the Hayward Purchaser and its Subsidiaries for subsidiaries (other than any Excluded Subsidiary)) required under applicable “know your customer” and anti-money laundering rules and regulations (including the month USA PATRIOT Act) that has been reasonably requested in writing at least ten (10) Business Days prior to the First Amendment Effective Date and (ii) one (1) Business Day prior to the First Amendment Effective Date all documentation and other information about the Borrower required by regulatory authorities under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”) that has been reasonably requested in writing at least ten (10) Business Days prior to the First Amendment Effective Date; (l) On or prior to the date hereof, the Hayward Purchaser, LDAG, Paramount and each other direct and indirect subsidiary of October 1999LDAG that is required to become a Loan Party pursuant to the Loan Documents shall have complied with the requirements set forth in clause (a) of the definition of “Collateral and Guarantee Requirement” under each of the Credit Agreement, the ABL Credit Agreement and the Second Lien Credit Agreement, and with Section 5.12 thereof, in each case notwithstanding any applicable time periods or grace periods set forth therein; and (im) Substantially concurrently with the Borrowing of the 2018 Incremental Term Loans on the First Amendment Effective Date, the Borrower shall have completed the 2018 Second Lien Prepayment to the extent of any remaining proceeds of the 2018 Incremental Term Loans. For purposes of determining compliance with the conditions specified in this Section 4, the 2018 Incremental Term Lenders 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 the 2018 Incremental Term Lenders from and after the making by the 2018 Incremental Term Lenders of the 2018 Incremental Term Loans pursuant to Section 2.01(b) of the Amended Credit Agreement. The 2018 Incremental Term Lenders and the Borrower shall promptly notify the Administrative Agent shall receive, in form and substance satisfactory to of the Administrative Agent and its counsel, such other documents, certificates and instruments as occurrence of the Administrative Agent shall reasonably requireFirst Amendment Effective Date.

Conditions of Effectiveness. 2.1 This Amendment shall be become effective as of December 7when, 1999and only when, so long as each of the following conditions precedent shall have been satisfied: (a) the Administrative Agent Bank shall receive have received duly executed counterparts of (i) this Amendment and (ii) applicable Security Documents with respect to the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each GuarantorNew Applicant; (b) the Administrative Agent Bank shall receive counterparts have received a certificate of an officer of the First New Applicant certifying as to the incumbency and genuineness of the signature of each officer of the New Applicant executing this Amendment to Intercreditor Agreementand the applicable Security Documents and certifying that attached thereto is a true, executed correct and complete copy of (A) 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 hereof and (C) resolutions duly adopted by the Required Lendersboard of directors (or other governing body) of the New Applicant authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment and the applicable Security Documents; (c) the Administrative Agent Bank shall receive counterparts have received certificates as of a recent date of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity good standing (or equivalent) of the Overline Facility to New Applicant under the end laws of the Waiver Periodits jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (d) the Administrative Agent Bank shall receive a certified list have received an opinion of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known counsel to the Borrower on New Applicant addressed to Bank with respect to the date hereof to be either (i) unencumbered or (ii) subject to a lienNew Applicant, this Amendment, the terms applicable Security Documents, and such other matters as Bank shall request (which such opinions shall expressly permit reliance by permitted successors and assigns of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien;Bank); and (e) the representations and warranties set forth in Section 11 of this Amendment The New Applicant shall be true and correct; (f) have paid to Bank all reasonable documented out-of-pocket fees costs and expenses of Bank in connection with the Loan Documentspreparation, including negotiation, execution and delivery of this Amendment and the Additional applicable Security Documents, including legal and other professional fees and expenses incurred on or prior to the date of this Amendment by Administrative Agent or any Lender, Documents (including, without limitation, the reasonable fees and out-of-pocket expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paidcounsel for Bank with respect thereto); (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably require.

Conditions of Effectiveness. This The effectiveness of this Amendment shall be effective as (the date of December 7such effectiveness, 1999, so long as each of the following “Amendment No. 2 Effective Date”) is subject to the conditions precedent shall have been satisfiedthat: (a) the The Administrative Agent shall receive have received counterparts of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each duly executed by the Required Company, each of the Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each GuarantorAdministrative Agent; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent shall receive counterparts of and the First Lenders and dated the Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holdersNo. 2 Effective Date) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries LLP, counsel for the month of October 1999; and (i) the Administrative Agent shall receiveCompany, in form and substance satisfactory covering such matters relating to the Administrative Agent and its counselCompany, such other documentsthe Loan Documents, certificates and instruments this Amendment, the Credit Agreement as amended by this Amendment or the Transactions as the Administrative Agent shall reasonably requirerequest (and the Company hereby requests such counsel to deliver such opinion); (c) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Company certifying (i) that there have been no changes in the Certificate of Incorporation or other charter document of the Company, as attached thereto and as certified as of a recent date by the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, since the date of the certification thereof by such governmental entity, (ii) the By-Laws or other applicable organizational document, as attached thereto, of the Company as in effect on the date of such certification, (iii) resolutions of the Board of Directors or other governing body of the Company authorizing the execution, delivery and performance of the Amendment and the Credit Agreement as amended by this Amendment and (iv) the names and true signatures of the incumbent officers of the Company authorized to sign the Amendment and the other Loan Documents, and authorized to request a Borrowing or the issuance of a Letter of Credit under the Credit Agreement as amended by this Amendment; (d) The Administrative Agent shall have received a certificate of good standing (or analogous documentation if applicable) for the Company from the Secretary of State (or analogous governmental entity) of its jurisdiction of organization; (e) The Administrative Agent shall have received a certificate, dated the Amendment No. 2 Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, certifying (i) that the representations and warranties contained in Article III of the Credit Agreement are true and correct in all material respects (provided that any representation or warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (provided that any representation or warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date and (ii) that no Default or Event of Default has occurred and is continuing as of such date; and (f) The Administrative Agent shall have received (i) for the account of each Lender that delivers its executed signature page to this Amendment by no later than 1:00 p.m. (New York City time) on May 12, 2025, an upfront fee in an amount equal to the applicable amount previously disclosed to the Lenders and (ii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ fees and reasonable and documented out-of-pocket fees and expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent) in connection with this Amendment, in each case to the extent invoiced and to the extent required to be paid or reimbursed by the Company pursuant to Section 9.03 of the Credit Agreement or otherwise agreed to in writing by the Company.

Conditions of Effectiveness. This Amendment shall become effective and be deemed effective as of December 7the date hereof (such date, 1999the “Amendment No. 1 Effective Date”), so long as each subject to the satisfaction of the following conditions precedent shall have been satisfiedprecedent: (a) the Administrative Agent shall receive counterparts have received each of the following: (i) the execution and delivery by counterparts of this Amendment executed by the Borrower, the Increasing Lenders and the New Lender (which Lenders constitute the Required Lenders); (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreementconsent and reaffirmation agreement (the “Consent and Reaffirmation”), substantially in the form of Exhibit E attached hereto, executed by the Required LendersGuarantors; (ciii) the Administrative Agent shall receive counterparts a certificate of each Loan Party dated as of the Third Amendment No. 1 Effective Date signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to Promissory Note, executed by the Borrower increased Commitments contemplated hereby and Bank of America, N.A., extending (y) in the maturity case of the Overline Facility Borrower, certifying that, before and after giving effect to the end of the Waiver Period; increased Commitments contemplated hereby, (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (eA) the representations and warranties set forth contained in Article V of the Amended Credit Agreement and the other Loan Documents are true and correct on and as of the Amendment No. 1 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 11 5.04 of this Amendment the Amended Credit Agreement shall be true deemed to refer to the most recent statements furnished pursuant to clauses (a) and correct;(b), respectively, of Section 6.01 of the Amended Credit Agreement and (B) no Default exists; and (fiv) all upon the reasonable out-of-pocket fees request of any Lender party hereto, in each case made at least five (5) days prior to the Amendment No. 1 Effective Date, (x) any documentation and expenses other information requested by such Lender so requested in connection with the Loan Documents, including this Amendment applicable “know your customer” and the Additional Security Documents, including legal anti-money-laundering rules and other professional fees and expenses incurred on or prior to the date of this Amendment by Administrative Agent or any Lenderregulations, including, without limitation, the reasonable fees PATRIOT Act, and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid(y) a Beneficial Ownership Certification in relation to any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation; (gb) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers Triumph Acquisition shall have been paid; (h) been, or substantially concurrently with the Administrative Agent effectiveness of this Amendment shall receive be, consummated in all material respects in accordance with the consolidated balance sheets terms of the Borrower and its Subsidiaries for the month of October 1999Triumph Acquisition Agreement; and (ic) the Administrative Agent Borrower shall receivehave paid all fees, in form costs and substance satisfactory expenses due and payable on the Amendment No. 1 Effective Date to the Administrative Agent and its counsel, such other documents, certificates and instruments as extent invoiced prior to the Administrative Agent shall reasonably requireAmendment No. 1 Effective Date.

Conditions of Effectiveness. This Amendment shall be become effective as of December 7the first date (such date being referred to as the “Amendment No. 3 Effective Date”, 1999which date is August 8, so long as 2014) when each of the following conditions precedent shall have been satisfied: (a) the The Administrative Agent shall receive counterparts of have received this Amendment, duly executed and delivered by (i) this Amendment and (iiA) the Waiver and Fifth Amendment to Borrower, (B) Holdings, (C) the Guarantors, (D) the Incremental Term Credit AgreementB-2 Lender, each executed by (F) the Required Lenders and (as defined in G) the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor;Administrative Agent. (b) the The Administrative Agent shall receive counterparts have received a Committed Loan Notice with respect to the Incremental Term B-2 Loans not later than 5:30 p.m. (New York, New York time) on the Business Day prior to the requested date of the First Amendment to Intercreditor Agreement, executed by the Required Lenders;No. 3 Effective Date. (c) the The Administrative Agent shall receive counterparts have received, on behalf of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lienitself, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment First Lien Collateral Agent and the Additional Security DocumentsLenders, 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 reasonable fees and expenses of Winstead ▇▇▇▇an opinion from Ropes & ▇▇▇▇ & ▇▇▇▇▇▇ P.C.LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ New York counsel for the Loan Parties, dated the Amendment No. 3 Effective Date and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) addressed to the Administrative Agent, the First Lien Collateral Agent shall receive and the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receiveLenders, in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received such (x) certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and (y) a certificate, dated as of the Amendment No. 3 Effective Date, signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4(f) and (g). (e) Payment of all reasonable fees and expenses due to the Administrative Agent and the Arrangers (as agreed to in writing between the Administrative Agent and/or the Arrangers and the Borrower), in each case required to be paid on the Amendment No. 3 Effective Date and to the extent invoiced at least two Business Days prior to the Amendment No. 3 Effective Date. Substantially simultaneous with effectiveness, the Lenders holding Term B-2 Loans immediately before the Amendment No. 3 Effective Date under the existing Credit Agreement shall have been paid all accrued and unpaid interest on their Term B-2 Loans to, but not including, the Amendment No. 3 Effective Date. (f) The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement and any other Loan Document shall be true and correct in all material respects on and as of the date hereof; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates. (g) No Default shall exist, or would result from the effectiveness of this Amendment or from the application of the proceeds thereof. (h) The Administrative Agent (or its counsel) shall have received a Note executed by the Borrower for each Lender that requests such a Note at least two Business Days prior to the Amendment No. 3 Effective Date. (i) To the extent reasonably requested by the Arrangers in writing not less than five (5) Business Days prior to the Amendment No. 3 Effective Date, such other documents, certificates and instruments as the Administrative Agent shall reasonably requirehave received, prior to the effectiveness of this Amendment, all documentation and other information with respect to the Loan Parties required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. (j) The Administrative Agent shall have received for the account of each Lender (other than GECC, in its capacity as Incremental Term B-2 Lender) that delivered an executed signature page to this Amendment (the “Consent”) prior to 5:00 PM (New York City time) on August 5, 2014, consent fees in an amount equal to 0.25% of such Lender’s principal amount of Term B-2 Loans, Revolving Credit Loans and/or Revolving Credit Commitments, as applicable, outstanding immediately prior to the Amendment No. 3 Effective Date.

Conditions of Effectiveness. (i) This Amendment shall be become effective as of December 7, 1999, so long as the date (the “Amendment Effective Date”) that each of the following conditions precedent shall have been satisfied:satisfied (or waived in accordance with Section 10.2 of the Credit Agreement): (a1) the The Administrative Agent shall receive counterparts have received (which may be by electronic transmission), in form and substance satisfactory to the Administrative Agent, a counterpart of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each which shall have been executed by the Required Lenders (as defined in Administrative Agent, the Intercreditor Agreement) Issuing Bank, the Lenders, Parent and the Borrower and acknowledged (which may be by each GuarantorPDF transmission); (b2) the Administrative Agent shall receive counterparts Each of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 6 of this Amendment shall be true and correct; (f3) Borrower shall have paid all reasonable out-of-pocket fees and expenses in connection with due and owing to the Loan DocumentsLenders, including this Amendment the Administrative Agent and the Additional Security Documents, including legal and other professional fees and expenses incurred Sole Lead Arranger on or prior to the date Amendment Effective Date pursuant to the terms of this Amendment by (including, but not limited to, reasonable attorneys’ fees of counsel to the Administrative Agent or (but limited to one primary outside counsel for the Administrative Agent and Sole Lead Arranger)) and any Lender, including, without limitationfee letter agreed upon in writing by the Borrower, the reasonable fees Administrative Agent and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, the Sole Lead Arranger; (4) The Eddy County Acquisition shall have been paid(or contemporaneously with the Amendment Effective Date shall be) consummated in accordance with the terms of the Eddy County Acquisition Documents, without giving effect to any waiver, modification or consent thereunder that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent); (g5) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers The Administrative Agent shall have been paid;received fully executed copies of the Eddy County Acquisition Agreement and all other material documents and agreements evidencing the Eddy County Acquisition, together with all exhibits and schedules, certified by a Responsible Officer of the Borrower as being true and correct and complete; and (h6) The Amendment Effective Date shall occur on or before May 3, 2023. (ii) Without limiting the generality of the provisions of Sections 3.1 and 3.2 of the Credit Agreement, for purposes of determining compliance with the conditions specified in Section 5(a), each Lender that has signed this Amendment (and its permitted successors and assigns) 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 receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance satisfactory have received written notice from such Lender prior to the Administrative Agent and proposed Amendment Effective Date specifying its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably requireobjection thereto.

Conditions of Effectiveness. This The effectiveness of this Amendment shall be effective as of December 7, 1999, so long as each of is subject to the following conditions precedent shall have been satisfiedprecedent: (a) the Administrative Agent shall receive have received counterparts of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each duly executed by the Required Borrower, the Lenders (as defined required to execute this Amendment in the Intercreditor Agreement) order to give effect hereto, and the Borrower and acknowledged by each GuarantorAdministrative Agent; (b) the Administrative Agent shall receive counterparts have received a Reaffirmation of Loan Documents in form and substance reasonably satisfactory to the First Amendment to Intercreditor Agreement, executed by the Required LendersAdministrative Agent; (c) the Administrative Agent shall receive counterparts have received payment of all reasonable and documented out-of-pocket fees and expenses (including reasonable and documented out-of-pocket fees and expenses of counsel for the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility Administrative Agent for which an invoice has been presented at least one (1) Business Day prior to the end of the Waiver PeriodEffective Date) and all other fees due and payable in connection with this Amendment; (d) the Administrative Agent shall receive a certified list have received for the benefit of all real property owned each Lender `that executes and delivers its signature page hereto (as delivery shall be determined by the Borrower and Administrative Agent in its Subsidiaries (other than any non-essential asset with sole discretion) a fair market value not exceeding $200,000) that is known fee equal to the Borrower 0.25% multiplied by such Lender’s Commitment as in effect on the date hereof immediately after giving effect to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999Amendment; and (i) the Administrative Agent shall receivehave received, in form and substance satisfactory at least two (2) Business Days prior to the Administrative Agent Effective Date, all documentation and its counselother information regarding any Loan Party required in connection with applicable “know your customer” and anti-money laundering rules and regulations, such other documentsincluding the PATRIOT Act; provided, certificates and instruments as that the Administrative Agent shall reasonably requirehave requested such information in writing at least five (5) Business Days prior to the Effective Date, and (ii) each Lender shall have received, at least two (2) Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to each Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation; provided, that such Lender shall have requested, in a written notice to the Borrower at least five (5) Business Days prior to the Effective Date, such Beneficial Ownership Certification; provided further, that, upon the execution and delivery by such Lender of its signature page to this Amendment, the conditions set forth in this clause (ii) shall be deemed to be satisfied).

Conditions of Effectiveness. (a) This Amendment shall be become effective as of December 7, 1999, so long as the date (the “Amendment Effective Date”) that each of the following conditions precedent shall have been satisfied:satisfied (or waived in accordance with Section 10.2 of the Credit Agreement): (a1) the The Administrative Agent shall receive counterparts have received (which may be by electronic transmission), in form and substance satisfactory to the Administrative Agent, a counterpart of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each which shall have been executed by the Required Lenders (as defined in Administrative Agent, the Intercreditor Agreement) Issuing Bank, the Lenders, Parent and the Borrower and acknowledged (which may be by each GuarantorPDF transmission); (b2) the Administrative Agent shall receive counterparts Each of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 6 of this Amendment shall be true and correct; (f3) Borrower shall have paid all reasonable out-of-pocket fees and expenses in connection with due and owing to the Loan DocumentsLenders, including this Amendment the Administrative Agent and the Additional Security Documents, including legal and other professional fees and expenses incurred Sole Lead Arranger on or prior to the date Amendment Effective Date pursuant to the terms of this Amendment by (including, but not limited to, reasonable attorneys’ fees of counsel to the Administrative Agent or (but limited to one primary outside counsel for the Administrative Agent and Sole Lead Arranger)) and any Lender, including, without limitationfee letter agreed upon in writing by the Borrower, the reasonable fees Administrative Agent and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paidthe Sole Lead Arranger; (g4) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers The Administrative Agent (or its counsel) shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receivereceived, in form and substance satisfactory to the Administrative Agent, a certificate of a Responsible Officer of each Loan Party dated as of the Amendment Effective Date, attaching and certifying copies of its bylaws, partnership agreement or limited liability company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of this Amendment and the other Loan Documents in connection therewith to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (5) The Administrative Agent and (or its counsel) shall have received, in form and substance satisfactory to the Administrative Agent, certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (6) The Administrative Agent (or its counsel) shall have received, in form and substance satisfactory to the Administrative Agent, a favorable written opinion of ▇▇▇▇▇▇▇ & Knight LLP, counsel to the Loan Parties, dated as of the Amendment Effective Date addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders); (7) The Administrative Agent (or its counsel) shall have received, in form and substance satisfactory to the Administrative Agent, amendments and reaffirmations of the Collateral Documents executed by ▇▇▇▇▇▇▇▇ and the other Loan Parties, as applicable, in sufficient counterparts for recording, as applicable; and (8) The Administrative Agent (or its counsel) shall have received, in form and substance satisfactory to the Administrative Agent, such other documents, certificates and instruments or information as the Administrative Agent or the Required Lenders shall have reasonably requirerequested. (b) Without limiting the generality of the provisions of Sections 3.1 and 3.2 of the Credit Agreement, for purposes of determining compliance with the conditions specified in Section 5(a), each Lender that has signed this Amendment (and its permitted successors and assigns) 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 received written notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto.

Conditions of Effectiveness. This The effectiveness of this Amendment shall be effective as on the Amendment No. 1 Effective Date is subject to the satisfaction (or waiver by each of December 7, 1999, so long as each the Existing Lenders) of the following conditions precedent shall have been satisfiedprecedent: (a) the Administrative Agent shall receive have received counterparts of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each duly executed by the Required Borrower, the Guarantors party hereto and each of the Existing Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantorthe Administrative Agent; (b) the Administrative Agent each Lender with an existing Delayed Draw Term Note shall receive counterparts of the First Amendment to Intercreditor Agreement, have received an amended Delayed Draw Term Note executed by the Required LendersBorrower in favor of such Lender; (c) receipt by the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, a certificate executed by the Borrower and Bank Secretary (or other equivalent officer, partner or manager) of America, N.A., extending the maturity each Loan Party dated as of the Overline Facility Amendment No. 1 Effective Date certifying: (i) as true and correct a copy of resolutions in form and substance reasonably satisfactory to the end Administrative Agent, of the Waiver Periodboard 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, instruments and agreements executed and/or delivered in connection herewith (if any) and of the transactions contemplated herein and therein, (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 certification that there has been no change to the Organization Documents for each Loan Party previously provided to the Administrative Agent on the Closing Date) and that the copies of such Loan Party’s Organizational Documents delivered to Administrative Agent on such date as a part of the “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, and (iii) (1) a certification that there has been no change to the names and signatures of the authorized officers previously provided to the Administrative Agent on the Closing Date or (2) the names and signatures of the officers of such Loan Party, in either case 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); (d) a final order of the Bankruptcy Court pursuant to Section 364 of the Bankruptcy Code approving this Amendment (the “Supplemental Final Order”) (i) shall have been entered by the Bankruptcy Court and the Borrower shall have delivered to the Administrative Agent shall receive and the Lenders a certified list true and complete copy of all real property owned by the Borrower such order, and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) shall be in full force and effect and shall not (in whole or in part) have been reversed, modified, amended, stayed, appealed or vacated, or subject to a lienstay pending appeal, the terms of which would not be violated by the granting of a second lien without the or otherwise challenged or subject to any challenge, absent prior written consent of the holder Lenders (and, (x) with respect to any provisions that affect the rights or holders (or the trustee or agent of such holder or holders) duties of the first lien;Administrative Agent, the Administrative Agent and (y) with respect to any provisions that affect the rights or duties of the B-2 Lenders, the B-2 Lenders); and (e) The Borrower shall have paid all invoiced expenses of the representations Administrative Agent and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses the Lenders in connection with the Loan DocumentsAmendment, including this Amendment and the Additional Security Documentsin each case, 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, extent reimbursable under the reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets terms of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receiveCredit Agreement, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably requireamended hereby.

Conditions of Effectiveness. (a) This Amendment shall be become effective as of December 7, 1999, so long as each of the following conditions precedent shall have been satisfied: (a) date first set forth above when and if the Administrative Agent shall receive counterparts of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by have received from the Required Lenders (as defined in Lenders, the Intercreditor Agreement) Fronting Bank and the Borrower and acknowledged by each Guarantor;signed counterparts of this Amendment; and (b) Section 2 of this Amendment shall become effective on the date (the "Amendment Date") when and if the Administrative Agent shall receive counterparts have received: (i) a certificate of a Secretary or Assistant Secretary of the First Borrower, dated the Amendment to Intercreditor AgreementDate, executed certifying: (A) that attached thereto is a copy of the certificate of incorporation, including all amendments thereto, of the Borrower, certified as of a recent date by the Required LendersSecretary of State of the state of Texas, which has not been amended since the date of the last amendment thereto shown on an attached certificate of good standing of the Borrower as of a recent date from such Secretary of State; (cB) the Administrative Agent shall receive counterparts that attached thereto is a true and complete copy of the Third bylaws of the Borrower as in effect on the Amendment Date and at all times since a date prior to Promissory Note, executed the date of the resolutions described in (C) below; (C) that attached thereto are true and complete copies of resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution and delivery by the Borrower of this Amendment, the Extensions of Credit to be made under the Credit Agreement, as amended, and Bank the performance by the Borrower of Americaall of its obligations under the Credit Agreement, N.A.as amended by this Amendment (the "Amended Credit Agreement"), extending and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and (D) as to the maturity incumbency and specimen signature of each officer executing this Amendment and any other document delivered in connection herewith on behalf of the Overline Facility to the end of the Waiver PeriodBorrower; (dE) that no action, consent or approval of, registration or filing with or other action by any Governmental Authority is or will be required in connection with the Administrative Agent shall receive a certified list of all real property owned execution, delivery and performance by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (this Amendment or the trustee or agent of such holder or holders) of the first lienAmended Credit Agreement; (eF) that the representations and warranties set forth in Section 11 Article III of this Amendment shall be the Credit Agreement are true and correctcorrect in all material respect as of the Amendment Date; and (G) that no Event of Default or Default under the Credit Agreement, as amended by this Amendment, has occurred and is continuing on the Amendment Date; (fii) all reasonable out-of-pocket fees and expenses in connection with a certificate of another duly authorized officer of the Loan Documents, including this Amendment and the Additional Security Documents, including legal and other professional fees and expenses incurred on or prior Borrower as to the date incumbency and specimen signature of this Amendment by the Secretary or Assistant Secretary executing the certificate pursuant to (i) above; and (iii favorable legal opinions of the following, in form and substance satisfactory to the Administrative Agent or any Lender, including, without limitation, the reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇Agent: (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ and PricewaterhouseCoopersLLP, shall have been paidcounsel to the Borrower; (gB) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) & Priest LLP, special New York counsel to the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999Borrower; and (iC) the Administrative Agent shall receiveKing & Spalding LLP, in form and substance satisfactory special New York counsel to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably requireAgent.

Conditions of Effectiveness. This The effectiveness of this Third Amendment shall be effective as of December 7, 1999, so long as each (including the amendments contained in SECTION 1 and agreements contained in SECTION 2) are subject to the satisfaction (or written waiver) of the following conditions precedent shall have been satisfied:(the date of satisfaction of such conditions being referred to herein as the “Third Amendment Effective Date”): (a) the Administrative Agent This Third Amendment shall receive counterparts of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each have been duly executed by the Borrowers, the Subsidiary Guarantors, the Required Lenders (as defined with respect to the amendment set forth in the Intercreditor AgreementSection 1(b) hereof only) and the Borrower Term Loan B Agent (which may include a copy transmitted by facsimile or other electronic method), and acknowledged by each Guarantor;delivered to the Term Loan B Agent, and the Lenders under the Credit Agreement consisting of at least the Required Term B Lenders immediately prior to the Third Amendment Effective Date. (b) Jefferies, as Repricing Arranger, shall have received all fees due and payable under that certain Arranger Fee Letter, dated as of February 9, 2021, by and among the Administrative Agent shall receive counterparts of Borrowers and Jefferies (the First “Third Amendment to Intercreditor Agreement, executed by the Required Lenders;Fee Letter”). (c) the Administrative The Term Loan B Agent shall receive counterparts have received favorable legal opinions of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (dA) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇LLP, special counsel to the Loan Parties, (B) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; L.L.P., Nevada counsel to the Loan Parties, (gC) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & and Calder, Cayman Islands counsel to the Loan Parties, and (D) DLA Piper Luxembourg S.à ▇.▇▇▇▇▇ P.C. ., Luxembourg counsel to the Loan Parties, with respect to the capacity of the Luxembourg Loan Parties to enter into the Loan Documents and $50,000 for PricewaterhouseCoopers subsistence of security interest, in each case in form and substance reasonably satisfactory to the Term Loan B Agent. (d) The Term Loan B Agent shall have received a certificate signed by a Responsible Officer of the Borrowers as to the matters set forth in paragraphs (g) and (h) of this SECTION 3; (e) The Term Loan B Agent shall have received (I) a certificate dated as of the Third Amendment Effective Date of the corporate secretary or an assistant or associate corporate secretary or director (or such other officer reasonably acceptable to the Term Loan B Agent) of each of the Loan Parties, in form and substance reasonably satisfactory to the Term Loan B Agent, certifying (i) that either (A) attached thereto is a true and complete and up to date copy of the articles or certificate of incorporation, memorandum and articles of association or other comparable organizational documents including any certificate on change of name and all amendments thereto of such Loan Party certified (other than in the case of any Loan Party that is a Cayman Islands exempted company) by the secretary of state (or comparable Governmental Authority) of its jurisdiction of organization (where applicable), and that the same has not been paidamended since the date of such certification or (B) the articles or certificate of incorporation or other comparable organizational documents of such Loan Party most recently delivered to the Term Loan B Agent have not been amended and are in full force and effect, (ii) that either (A) attached thereto is a true and complete copy of the bylaws or comparable governing documents of such Loan Party, as then in effect and as in effect at all times without amendment of supersession from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate or (B) that the bylaws or comparable governing documents of such Loan Party most recently delivered to the Term Loan B Agent have not been amended and are in full force and effect and (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors or other comparable governing body or bodies of such Loan Party and, if applicable all the holders of the issued shares of such Loan Party, authorizing the execution, delivery and performance of this Third Amendment and any related Loan Documents to which it is a party, which are in full force and effect without amendment or supersession as of the date of the certificate, and as to the incumbency and genuineness of the signature of each officer, director or other comparable authorized manager or attorney of such Loan Party, executing this Third Amendment or any of such other Loan Documents, and attaching all such copies of the documents described above together with, in the case of the Loan Parties incorporated in the Cayman Islands, copies of their internal registers of directors and officers and registers of mortgages and charges and (II) in respect of (i) any Luxembourg Loan Party, (ii) WHBL Luxembourg S.à ▇.▇., (iii) Herbalife Luxembourg Distribution S.à ▇.▇., (iv) HLF Luxembourg Distribution S.à ▇.▇. and (v) Herbalife Africa (together the “Luxembourg Entities” and each a “Luxembourg Entity”), a manager’s certificate dated as of the Third Amendment Effective Date signed by a manager of the relevant Luxembourg Entity, certifying the following items: (A) an up-to-date copy of the articles of association of the relevant Luxembourg Entity; (B) an electronic true and complete certified excerpt of the Luxembourg Companies Register pertaining to the relevant Luxembourg Entity dated as of the date of this Agreement; (C) an electronic true and complete certified certificate of non-registration of judgment (certificat de non-inscription d’une décision judiciaire) dated as of the date of this Agreement issued by the Luxembourg Companies Register and reflecting the situation no more than one Business Day prior to the date of this Agreement; (D) with respect to the Luxembourg Loan Parties only, true, complete and up-to-date board resolutions approving the entry by the relevant Luxembourg Loan Party into, among others, the Loan Documents; (E) the relevant Luxembourg Entity is not subject to nor, as applicable, does it meet or threaten to meet the criteria of bankruptcy (faillite), voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de la faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), general settlement with creditors or similar laws affecting the rights of creditors generally and no application has been made or is to be made by its manager or, as far as it is aware, by any other person for the appointment of a commissaire, juge-commissaire, liquidateur, curateur or similar officer pursuant to any voluntary or judicial insolvency, winding-up, liquidation or similar proceedings; (F) (with respect to the Luxembourg Loan Parties only) a true and complete specimen of signatures for each of the managers or authorized signatories having executed for and on behalf of the relevant Luxembourg Loan Party the Loan Documents; (G) a certificate of the domiciliation agent or signed by a manager of the relevant Luxembourg Entity certifying, as the case may be, (i) due compliance by the relevant Luxembourg Entity with, and adherence to, the provisions of the Luxembourg Law dated 31 May 1999 concerning the domiciliation of companies, as amended, and the related circulars issued by the Commission de Surveillance du Secteur Financier or (ii) that the premises of the Luxembourg Entity are leased pursuant to a legal, valid and binding (and still in full force and effect) lease agreement and correspond to sufficient unshared office space, with a separate entrance and sufficient office equipment allowing it to effectively carry out its business activities. (f) The Term Loan B Agent shall have received a certificate as of a recent date of the good standing of each of the Loan Parties (other than the Luxembourg Loan Parties) under the laws of its jurisdiction of organization, from the secretary of state (or comparable Governmental Authority) of such jurisdiction as well as corresponding bring-down good standing certificates dated as of the Third Amendment Effective Date, save that, no such bring-down good standing certificate is required for any Loan Party that is a Cayman Islands exempted company where the above recent date of the certificate of good standing initially provided is no earlier than 10 Business Days prior to the Third Amendment Effective Date; (g) No Default or Event of Default has occurred and is continuing both before and immediately after giving effect to the transactions contemplated hereby; (h) The representations and warranties of each Loan Party set forth in SECTION 5(b) of this Third Amendment are true and correct and the Administrative Agent shall receive the consolidated balance sheets representations and warranties of each Loan Party set forth in SECTIONS 5(a) and (c) of this Third Amendment are true and correct in all material respects on and as of the Borrower Third Amendment Effective Date (immediately after giving effect to this Third Amendment) as if made on as of such date, except in the case of any representations and its Subsidiaries for the month warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of October 1999such earlier date; andprovided, that, in each case such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality or “Material Adverse Effect”; (i) the Administrative The Term Loan B Agent shall receive, have received a solvency certificate in the form and substance satisfactory of Exhibit J of the Credit Agreement from a Responsible Officer of the Parent with respect to the Administrative Agent solvency of the Parent and its counselSubsidiaries, such other documentson a consolidated basis, certificates and instruments as after giving effect to the Administrative Agent shall reasonably require.Third Amendment;

Conditions of Effectiveness. This Amendment shall be become effective as of December 7when, 1999and only when, so long as the Lender shall have received each of the following conditions precedent shall have been satisfied: (a) the Administrative Agent shall receive counterparts of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreementwhich, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts case of the First Amendment to Intercreditor Agreementdocuments, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance satisfactory to the Administrative Agent Lender and its counseldated the date hereof or as of an earlier date acceptable to the Lender: (i) a counterpart of this Amendment, such Authenticated by the Borrower; (ii) a security agreement, in substantially the form of Exhibit A hereto, Authenticated by the ▇▇▇▇▇▇ Subsidiaries; (iii) a joinder to the Guaranty, in substantially the form of Exhibit B hereto, Authenticated by Jefferson Acquisition and ▇▇▇▇▇▇ Wellness; (iv) a joinder and amendment to the pledge agreement, in substantially the form of Exhibit C hereto, Authenticated by the Borrower and ▇▇▇▇▇▇ Wellness; (v) an amended and restated promissory note in the maximum principal amount of $7,000,000, in substantially the form of Exhibit D hereto, Authenticated by the Borrower; (vi) an intercreditor agreement, in substantially the form of Exhibit E hereto, duly executed by SWK and acknowledged by the Borrower and the ▇▇▇▇▇▇ Subsidiaries; (vii) copies of all agreements, instruments and other documentsdocuments executed or delivered by the Borrower and the ▇▇▇▇▇▇ Subsidiaries in connection with the Acquisition, certificates the incurrence of the SWK Indebtedness and instruments the granting of the Junior Security Interests, certified by the Secretary or an Assistant Secretary of the Borrower; (viii) a certificate of an officer or the managing member, as the Administrative Agent case may be, of each of the Borrower and the ▇▇▇▇▇▇ Subsidiaries certifying (A) that attached thereto are true and complete copies of (I) the certificate of incorporation or formation, as the case may be, of the Borrower or such ▇▇▇▇▇▇ Subsidiary, (II) the bylaws or limited liability company agreement, as the case may be, of the Borrower or such ▇▇▇▇▇▇ Subsidiary and (III) the resolutions or a unanimous written consent of the board of directors or the managers of the Borrower or such ▇▇▇▇▇▇ Subsidiary, as the case may be, authorizing the execution, delivery and performance of this Amendment and the other agreements, instruments and documents delivered in connection herewith and with the Acquisition to which the Borrower or such ▇▇▇▇▇▇ Subsidiary is a party and (B) the incumbency, names and true signatures of the officers or managers, as the case may be, of the Borrower or such ▇▇▇▇▇▇ Subsidiary authorized to sign this Amendment and the other agreements, instruments and documents delivered in connection herewith to which the Borrower or such ▇▇▇▇▇▇ Subsidiary is a party; (ix) payment of an amendment fee in the amount of $105,000, which shall reasonably requirebe deemed fully earned when paid and shall be non-refundable under any circumstance; and (x) payment of the costs and expenses (including, without limitation, attorneys’ fees) incurred by the Lender in connection with the preparation, execution and delivery of this Amendment and the agreements, instruments and documents delivered hereunder.

Conditions of Effectiveness. This Amendment is subject to --------------------------- the provisions of Section 8.01 of the Credit Agreement. This Amendment shall be become effective as of December 7the date first above written when, 1999and only when the Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, so long as each to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment when the Agent shall have additionally received all of the following conditions precedent shall have been satisfieddocuments, each such document (unless otherwise specified) dated the date of receipt thereof by the Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) Notes to the Administrative Agent shall receive counterparts order of each of the Lenders in a principal amount equal to each such Lender's Commitment after giving effect to this Amendment. (b) Certified copies of (i) the resolutions of the Board of Directors of the Borrower approving the incurrence of the Indebtedness contemplated by this Amendment and the Notes and the matters contemplated hereby and thereby and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment, the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) Notes and the Borrower matters contemplated hereby and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders;thereby. (c) the Administrative Agent shall receive counterparts A certificate of the Third Amendment to Promissory Note, executed by Secretary or an Assistant Secretary of the Borrower certifying the names and Bank of America, N.A., extending the maturity true signatures of the Overline Facility to the end officers of the Waiver Period;Borrower authorized to sign this Amendment, the Notes and the other documents to be delivered hereunder and thereunder. (d) A copy of a certificate of the Administrative Agent shall receive a certified list Secretary of all real property owned by State of the State of Delaware, dated reasonably near the date hereof, listing the certificate of limited partnership of the Borrower and its Subsidiaries each amendment thereto on file in his or her office and certifying that (other than any non-essential asset with a fair market value not exceeding $200,000A) that is known such amendments are the only amendments to the Borrower's certificate of limited partnership on file in his or her office, (B) the Borrower on has paid all franchise taxes to the date hereof to be either of such certificate and (iC) unencumbered or (ii) subject to a lien, the terms of which would not be violated by Borrower is duly organized and in good standing under the granting of a second lien without the prior written consent laws of the holder or holders (or the trustee or agent State of such holder or holders) of the first lien;Delaware. (e) A certified copy of the representations and warranties set forth in Section 11 of this Amendment shall be true and correct;Partnership Agreement, duly executed. (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, including legal and other professional fees and expenses incurred on or prior to the date A favorable opinion of this Amendment by Administrative Agent or any Lender, including, without limitation, the reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ , Esq., Senior Vice President--Legal for the Borrower, substantially in the form of Exhibit D to the Credit Agreement and PricewaterhouseCoopers, shall have been paid;as to such other matters as any Lender through the Agent may reasonably request. (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets A certificate signed by a duly authorized officer of the Borrower stating that: (i) The representations and its Subsidiaries for warranties contained in Section 4 hereof are correct on and as of the month date of October 1999such certificate as though made on and as of such date; and (iii) the Administrative Agent shall receive, in form No event has occurred and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably requireis continuing that constitutes a Default.

Conditions of Effectiveness. This The effectiveness of this Amendment shall be effective as of December 7, 1999, so long as each (the “Amendment Effective Date”) is subject to the satisfaction of the following conditions precedent shall have been satisfiedprecedent: (a) The Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower, the Lenders and the Administrative Agent. (b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent shall receive counterparts and the Lenders and dated the Amendment Effective Date) of (i) this Amendment ▇▇▇▇▇ ▇. ▇▇▇▇, Executive Vice President, General Counsel and Secretary of the Company and acting as counsel to the other Borrower and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special New York counsel for the Borrower, each covering such matters relating to the Borrowers, this Amendment, the Credit Agreement as amended hereby and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) Transactions as the Administrative Agent shall receive the consolidated balance sheets of reasonably request (and the Borrower hereby requests such counsel to deliver such opinions). (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its Subsidiaries for the month of October 1999; and counsel may reasonably request relating to (i) the Administrative Agent shall receiveorganization, existence and good standing of each Borrower, (ii) the authorization of the Transactions and the validity of this Amendment and the Credit Agreement as amended hereby and (iii) any other legal matters relating to Borrowers, this Amendment and the Credit Agreement as amended hereby or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the . (d) The Administrative Agent shall reasonably requirehave received a certificate, dated the Amendment Effective Date and signed by the chief executive officer or the chief financial officer or the controller of the Company confirming (i) that the representations and warranties of the Borrowers set forth in Article 4 of the Credit Agreement (as such Article 4 is modified by this Amendment) are true and correct in all material respects (provided that any representation or warranty qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of the Amendment Effective Date except to the extent that any such representations and warranties expressly relate to an earlier date (including those contained in Sections 4.4(a), 4.4(b) and 4.8 of the Credit Agreement), in which case such representations and warranties shall have been true and correct in all material respects (provided that any representation or warranty qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of such earlier date and (ii) that there is no Default in existence as of the Amendment Effective Date. (e) The Administrative Agent shall have received, for the account of each Lender party hereto that delivers its executed signature page to this Amendment by no later than the date and time specified by the Administrative Agent, an extension fee in an amount equal to the amount disclosed by the Borrowers to the Lenders in writing prior to the date hereof. (f) The Administrative Agent shall have received payment of the Administrative Agent’s and its Affiliates’ fees and reasonable out-of-pocket costs and expenses (including the reasonable fees, charges and disbursements of Sidley Austin LLP, counsel to the Administrative Agent) in connection with this Amendment.

Conditions of Effectiveness. This Amendment shall be become effective as of December 7, 1999, so long as each of the date on which the following conditions precedent shall have been satisfied:satisfied (or waived) (the “Extension Amendment No. 1 Effective Date”): (a) the The Administrative Agent Agents shall receive have received counterparts of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) Borrowers and the Borrower and acknowledged by each GuarantorLenders on, or prior to, 3:00 p.m., New York City time on April 3, 2019 (the “Consent Deadline”); (b) After giving effect to this Amendment and the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreementtransactions contemplated hereby, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects (unless any such representation or warranty is qualified as to materiality, in which case such representation or warranty is true and correct in all respects) as of the Extension Amendment No. 1 Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correctcorrect in all material respects (unless any such representation or warranty is qualified as to materiality, in which case such representation or warranty is true and correct in all respects) as of such earlier date) and immediately prior to and after giving effect to the Extension Amendment No. 1 Effective Date, no Default or Event of Default shall have occurred and be continuing; (fc) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, including The Administrative Agents shall have received a legal and other professional fees and expenses incurred on or prior to the date opinion of this Amendment by Administrative Agent or any Lender, including, without limitation, the reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇ and PricewaterhouseCoopers▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Administrative Agents and the Lenders and reasonably satisfactory to the Revolving Facility Administrative Agent; (d) The Administrative Agents shall have been paidreceived, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment, the Credit Agreement (as amended hereby) and the Loan Documents to which it is a party; (e) The Administrative Agents shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 4; (f) The Borrowers shall have paid all fees required to be paid to the Lenders on or before the Extension Amendment No. 1 Effective Date (including, without limitation, the Amendment Fees); and (g) retainers in The Borrowers and each of the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers Guarantors shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receiveprovided, in form and substance satisfactory at least one Business Day prior to the Administrative Agent Extension Amendment No. 1 Effective Date, the documentation and its counselother information to the Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations (including, if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in respect of such other documentsBorrower), certificates and instruments as including the Administrative Agent shall reasonably requirePatriot Act.

Conditions of Effectiveness. (a) This Amendment (other than Sections 1 and 2) shall be become effective as of the date first above written (or, in the case of Section 1(k), December 731, 19992004) when, so long as each of the following conditions precedent shall have been satisfied: (a) and only when, the Administrative Agent shall receive have received (x) counterparts of (i) this Amendment executed by Holdings and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment and (iiy) counterparts of the Waiver and Fifth Amendment to Term Credit AgreementConsent appended hereto (the "Consent"), each executed by each of the Required Lenders Loan Parties (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantorother than Holdings); (b) Section 1 of this Amendment shall become effective as of the date hereof (or, in the case of Section 1(k), December 31, 2004) when and only when the Amendment (other than Section 2) shall have become effective and the Administrative Agent shall receive counterparts have received (x) the payment of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) all accrued fees and expenses of the Administrative Agent shall receive counterparts (including the reasonable accrued fees and expenses of the Third Amendment counsel to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, including legal and other professional fees and expenses incurred invoiced on or prior to the date hereof) and (y) all of this Amendment the following documents, each such document dated the date of receipt thereof by Administrative Agent or any Lender, including, without limitation, the reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receiveunless otherwise specified), in form and substance satisfactory to the Administrative Agent Agent: Certified copies of (A) the resolutions of the Board of Directors of (1) Holdings approving this Amendment and its counselthe matters contemplated hereby and (2) each other Loan Party evidencing approval of the Consent and (B) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment, the Consent and all other matters contemplated hereby; A certificate signed by a duly authorized officer of Holdings stating that: (A) the representations and warranties contained in Section 5 hereof and in the Loan Documents are true and correct on and as of the date of such certificate as though made on and as of such date other documentsthan any such representations or warranties that, certificates by their terms, refer to a date other than the date of such certificate, and instruments (B) no event has occurred and is continuing that constitutes a Default; and (c) Section 2 of this Amendment shall become effective as of the date hereof when and only when (w) Section 1 shall have become effective, (x) the Administrative Agent shall reasonably requirehave received counterparts of this Amendment executed by each of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment, (y) the Borrower shall have made an optional prepayment of the outstanding Advances in an amount equal to at least $100 million to be applied to permanently prepay outstanding Advances in accordance with Section 2.06(a) of the Credit Agreement and (z) the aggregate amount of the Unused Revolving Credit Commitments is and has been greater than or equal to $75 million for a period of at least 30 consecutive days prior to the date of the prepayment referred to in clause (y).

Conditions of Effectiveness. This Amendment shall be become effective when, and only when, the Liquidity Agent shall have received counterparts of this Amendment executed by NFC and the Liquidity Lenders and counterparts of the Consent hereto executed by GM, and Sections 2, 3 and 4 hereof shall become effective when, and only when, (I) NFC shall have received from National all unpaid interest accrued through the Series 1996-2 Closing Date on the Loan Note under and as of December 7, 1999, so long as each defined in the Loan Agreement and (II) the Liquidity Agent shall have additionally received all of the following conditions precedent shall have been satisfieddocuments, each document (unless otherwise indicated) being dated, or dated as of, the Series 1996-2 Closing Date and in form and substance, satisfactory to the Liquidity Agent: (a) Evidence of the Administrative Agent shall receive counterparts delivery of notice of this Amendment to each of the Rating Agencies and the Dealers. (b) Written confirmation of the Rating Agencies that this Amendment and the amendment of the other Related Documents referred to in subsection (e) below will not result in the downgrading or withdrawal of the then current ratings of the Commercial Paper Notes by the Rating Agencies. (c) An executed copy of (i) this Amendment the Lease and (ii) the Waiver Series 1996-2 Supplement. (d) An executed copy of all documents required to be furnished both (i) pursuant to Section 35 of the Lease so as to make effective the Lease pursuant to said Section 35 and Fifth (ii) pursuant to Section 3 of the Supplement and Amendment to Term Credit Base Indenture so as to make effective the Supplement and Amendment to Base Indenture pursuant to said Section 3. (e) An executed copy of all those amendments to the other Related Documents that are required to implement the refinancing contemplated by the Series 1996-2 Supplement -- namely, the following amendments: (i) the Supplement and Amendment to Base Indenture, in substantially the form of Exhibit A hereto; (ii) the Master Collateral Agency Agreement Amendment, in substantially the form of Exhibit B hereto; (iii) the NFC Collateral Agreement Amendment, in substantially the form of Exhibit C hereto; (iv) Amendment No. 3 to the A Letter of Credit, in substantially the form of Exhibit D hereto; (v) Amendment No. 2 to the B Letter of Credit, in substantially the form of Exhibit E hereto; (vi) Amendment No. 1 to the Reduction A Support Letter of Credit, in substantially the form of Exhibit F hereto; (vii) Second Amendment to A Support Reimbursement Agreement, each executed by in substantially the Required Lenders form of Exhibit G hereto; (viii) Amendment to Reduction A Support Reimbursement Agreement, in substantially the form of Exhibit H hereto; (ix) Amendment to A Support Intercreditor Agreement, in substantially the form of Exhibit I hereto; (x) Second Amendment to B Letter of Credit Reimbursement Agreement, in substantially the form of Exhibit J hereto; (xi) Third Amendment to B Support Letter of Credit Reimbursement Agreement, in substantially the form of Exhibit K hereto; (xii) Supplement and Amendment to Intercreditor and Subordination Agreement, in substantially the form of Exhibit L hereto; (xiii) Amended and Restated Collateral Sharing Agreement, in substantially the form of Exhibit M hereto; (xiv) Amendment to Depositary Agreement, in substantially the form of Exhibit N hereto; and (xv) Amendment to Dealer Agreement, in substantially the form of Exhibit O hereto. (f) Evidence that (i) the conditions precedent set forth in Section 3.1(b) of the Series 1996-2 Supplement for the issuance of the Series 1996-2 Note have been satisfied, (ii) NFLP has issued the Series 1996-2 Note to NFC pursuant to Section 3.1 of the Series 1996-2 Supplement in an initial principal amount equal to the outstanding principal amount of the Loan Note (under and as defined in the Intercreditor Loan Agreement) on the Series 1996-2 Closing Date, giving effect to any payment made by National in respect of such principal amount on the Series 1996-2 Closing Date, and (iii) NFC has delivered to the Borrower NFC Collateral Agent the executed and acknowledged authenticated Series 1996-2 Note registered in the name of NFC, together with a blank undated written instrument of transfer (covering the Series 1996-2 Note) duly executed by each Guarantor;NFC. (bg) Evidence that all filings have been made, and all other steps have been taken, to perfect the Administrative Agent shall receive counterparts security interest of the First Amendment to Intercreditor NFC Collateral Agent in the Assigned Collateral under the NFC Collateral Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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: (i) executed Form UCC-1 and Form UCC-3 (amendment) financing statements, naming NFC as "debtor" and the NFC Collateral Agent as "secured party", covering the rights of NFC in and to the Series 1996-2 Note now owned and hereafter acquired, the reasonable fees Series 1996-2 Supplement and expenses the Lease and the other Assigned Collateral and to be filed under the UCC of Winstead ▇▇▇▇▇▇▇▇ the State of Minnesota and the UCC of each other jurisdiction that the Liquidity Agent or the NFC Collateral Agent may reasonably deem necessary in order to perfect such security interest; and (ii) copies of completed requests for UCC information (or a UCC search report certified by any Person reasonably acceptable to the Liquidity Agent), dated a date reasonably near to the Series 1996-2 Closing Date, listing all effective UCC financing statements which name NFC as debtor and which are filed in the jurisdiction in which filings are and are to be made pursuant to subclause (i) above, together with copies of such financing statements (none of which shall cover any Assigned Collateral now or hereafter existing). (h) A certificate of the Secretary or Assistant Secretary of NFC certifying, and attaching a copy of, (i) the resolutions of the Board of Directors of NFC authorizing the execution, delivery and performance of this Amendment and the amendments of the other Related Documents referred to in subsection (e) above and (ii) the names and the signatures of officers of NFC authorized to execute this Amendment and the amendments of such other Related Documents. (i) A favorable opinion of Faegre & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇Bens▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid;counsel to NFC, in substantially the form of Exhibit P hereto. (gj) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receiveSeries 1996-2 Closing Certificate, in substantially the form and substance satisfactory to the Administrative Agent and its counselof Exhibit Q hereto, such other documents, certificates and instruments as the Administrative Agent shall reasonably requireexecuted by an Authorized officer of NFC.

Conditions of Effectiveness. This The effectiveness of this First Amendment shall be effective as of December 7, 1999, so long as each (including the amendments contained in Section 1 and agreements contained in Section 2) are subject to the satisfaction (or written waiver) of the following conditions precedent shall have been satisfied:(the date of satisfaction of such conditions being referred to herein as the "First Amendment Effective Date"): (a) This First Amendment shall have been duly executed by the Borrowers, the 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 Administrative Agent shall receive counterparts have received Lender Consents from Continuing Term Lenders whose Existing Term Loans, when taken together with the New Term Loan commitment of (i) this Amendment and (ii) the Waiver and Fifth Amendment New Term Lender, are in an amount equal to the aggregate principal amount of the New Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each GuarantorLoan commitments; (b) the The Administrative Agent shall receive counterparts have received a favorable opinion of the First Amendment to Intercreditor AgreementWachtell, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory NoteLipton, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, U.S. counsel to the Borrower; (c) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower as to the matters set forth in paragraph (f) of this Section 3 and paragraph (b) of Section 4 below; (d) The Administrative Agent shall have received a certificate dated as of the First Amendment Effective Date of the secretary or an assistant secretary or director (or such other officer reasonably acceptable to the Administrative Agent) of each Loan Party and each European Borrower (to the extent applicable thereto), in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that either (A) attached thereto is a true and complete and up to date copy of the Organizational Documents for such Person, certified as of a recent date by the appropriate Governmental Authority of its jurisdiction of organization (where applicable), and that the same has not been paidamended since the date of such certification or (B) the Organizational Documents of such Person delivered on the Closing Date to the Administrative Agent have not been amended and are in full force and effect, (ii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors or other comparable governing body or bodies of such Person and, if applicable all the holders of the issued shares of such Person, authorizing and approving the execution, delivery and performance of this First Amendment and any related Loan Documents to which it is a party, which are in full force and effect without amendment or supersession as of the date of the certificate, and (iii) either (A) as to the incumbency and genuineness of the signature of each officer, director or other comparable authorized manager or attorney of such Person executing this First Amendment or any of such other Loan Documents or (B) that each of the Persons identified to the Administrative Agent on the Closing Date as a duly elected and qualified officer of such Loan Party or European Borrower continues to be a duly elected and qualified officer of such Loan Party or European Borrower, as applicable, and each such Person is duly authorized to execute and deliver on behalf of such Loan Party or European Borrower, as applicable, the First Amendment and any other Loan Documents, and attaching all such copies of the documents described above; (e) The Administrative Agent shall have received a certificate as of a recent date of the good standing of each of the Loan Parties and the European Borrowers under the laws of its jurisdiction of organization, from the appropriate Governmental Authority of such jurisdiction (where available in such jurisdiction); (f) No Default or Event of Default has occurred and is continuing both before and immediately after giving effect to the transactions contemplated hereby; (g) retainers The representations and warranties of each Borrower and each of the Guarantors set forth in the amount Section 4 of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. this First Amendment are true and $50,000 for PricewaterhouseCoopers shall have been paidcorrect; (h) All fees and expenses of Deutsche Bank Securities, Inc. and the Administrative Agent shall receive the consolidated balance sheets required to be paid or reimbursed pursuant to Section 10.04 of the Borrower Credit Agreement shall have been paid in full in cash or will be paid in full in cash on the First Amendment Effective Date; (i) The Borrowers shall have, substantially concurrently with the effectiveness of this First Amendment, paid to all (x) Non-Consenting Term Lenders all accrued interest, fees and its Subsidiaries for other Obligations (other than principal and all other amounts paid to such Non-Consenting Term Lenders under Section 2 above), if any, to such Non-Consenting Term Lenders under the month Credit Agreement and the other Loan Documents (immediately prior to the effectiveness of October 1999this First Amendment) and (y) Consenting Term Lenders all accrued interest to such Consenting Term Lenders under the Credit Agreement (immediately prior to the effectiveness of this First Amendment); and (ij) the The Administrative Agent shall receivehave received a Request for Credit Extension in accordance with the requirements of Section 4.01 of the Credit Agreement. Notwithstanding the foregoing, the amendments contained in Section 1(c), Section 1(d) and Section 1(j) are intended to correct jointly identified technical errors, and such amendments will automatically become effective in accordance with Section 10.01 of the Credit Agreement as long as the Required Lenders have not objected in writing to such amendments within five (5) Business Days following receipt of this proposed Amendment (and (x) the initial distribution of this proposed Amendment on August 12, 2016 constituted written notice of the proposed amendments contained in Section 1(d) and Section 1(j) and (y) the distribution of this proposed Amendment on August 18, 2016 constitutes written notice of the proposed amendments contained in Section 1(c), in form and substance satisfactory to each case, for purposes of Section 10.01 of the Credit Agreement). The Administrative Agent and its counsel, agrees that it shall notify the Borrower in writing promptly following the end of such other documents, certificates and instruments as periods in the Administrative Agent shall reasonably requireevent that the Required Lenders have objected in writing to such amendments.

Conditions of Effectiveness. This Amendment and --------------------------- Waiver shall be become effective as of December 7, 1999, so long as each of the following conditions precedent shall have been satisfieddate first above written when and only when: (a) the Administrative Agent Lead Arranger shall receive counterparts of have received the following: (i) counterparts of this Amendment and Waiver executed by the Borrowers, the Parent, and the Required Lenders or, as to any of the Lender Parties, advice satisfactory to the Lead Arranger that such Lender Party has executed this Amendment and Waiver, (ii) certified copies of the Waiver Parent Notes and Fifth Amendment to Term Credit Agreementthe Services Notes, each duly executed by the Required Lenders Parent and each of the Borrowers, (as defined iii) certified copies of the IRU Agreement, IRU Amendment No. 1 and IRU Agreement No. 2 and all other documents, instruments and agreements entered into in respect thereof or related thereto, (iv) any filings, or recordings, or consents of any Persons requested by the Intercreditor AgreementLead Arranger in order to create or perfect a security interest in favor of the Secured Parties in any Collateral of the Borrowers, and (v) and the Borrower and acknowledged any other items reasonably requested by each Guarantorany Lender Party; (b) the Administrative Agent shall receive counterparts Lead Arranger is satisfied with all bank accounts and all other investment accounts of the First Amendment to Intercreditor Agreement, executed Borrowers and the Parent and with the system of cash management operated by the Required LendersParent and the Borrowers; (c) the Administrative Agent shall receive counterparts Parent has exchanged indebtedness owed to it by ICG Equipment, in an aggregate principal amount of not less than $100,000,000 for an Equity Interest in ICG Equipment, in each case on terms and conditions, satisfactory to each of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period;Lead Arranger; and (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable accrued fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.the Agents and the Lender Parties (including the accrued fees and expenses of counsel to the Lead Arranger, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ the fees and PricewaterhouseCoopers, expenses referred in Sections 9 and 10 of this Amendment and Waiver and all other fees payable in connection with this Amendment and Waiver) shall have been paid; (g) retainers paid in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably requirefull.

Conditions of Effectiveness. This Amendment shall be become effective as of December 7, 1999, so long as each on the date hereof (the “Amendment No. 2 Effective Date”) upon the satisfaction of the following conditions precedent shall have been satisfiedprecedent: (a) The Administrative Agent shall have received counterparts to this Amendment, duly executed by each of the Borrower, each Bank providing New Revolving Credit Commitments and/or New Initial Term Loan Commitments (collectively, the “Amendment No. 2 Banks”), the Administrative Agent, the Issuing Bank and the Swingline Bank (or written evidence satisfactory to the Administrative Agent shall receive counterparts (which may include telecopy transmission of (ia signed signature page of this Amendment) that such party has signed a counterpart of this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each GuarantorAmendment); (b) The Administrative Agent shall have received a customary opinion (addressed to the Administrative Agent shall receive counterparts of and the First Amendment to Intercreditor Agreement, executed by No. 2 Banks and dated the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holdersNo. 2 Effective Date) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇LLP, counsel for the Borrower, in form and substance reasonably satisfactory to the Administrative Agent; provided, however, the Administrative Agent agrees that an opinion delivered by ▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & LLP in form and substance substantially similar to the opinion delivered by ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers ▇▇▇▇▇▇ LLP (with customary updates) on the Amendment No. 1 Effective Date shall have been paidbe reasonably acceptable; (hc) The Administrative Agent shall have received all documents the Administrative Agent shall receive may reasonably request relating to the consolidated balance sheets existence of the Borrower, the corporate authority for and the validity of the Amendment and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however, the Administrative Agent agrees that applicable documentation delivered in form and substance (with conforming updates for this Amendment) substantially similar to those delivered by the Borrower on the Amendment No. 1 Effective Date shall be reasonably acceptable; (d) The Administrative Agent shall have received, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and any Bank delivers a written request to the Borrower at least ten (10) days prior to the Amendment No. 2 Effective Date, then the Administrative Agent and the Banks shall have received at least five (5) days prior to the Amendment No. 2 Effective Date, and be reasonably satisfied in form and substance with, a Beneficial Ownership Certification in relation to the Borrower (provided that upon the execution and delivery by such Bank of its Subsidiaries for signature page to this Amendment, the month condition set forth in this clause (d) shall be deemed to be satisfied); (e) The Administrative Agent shall have received, upon the reasonable request of October 1999any Bank made in writing at least ten (10) days prior to the Amendment No. 2 Effective Date, the Borrower shall have provided to such Bank, and such Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws, including, without limitation, the Patriot Act, in each case at least five (5) days prior to the Amendment No. 2 Effective Date; and (if) The Administrative Agent shall have received (or shall, substantially concurrently with the funding of the New Initial Term Loans, receive) all fees and other amounts due and payable on or prior to the Amendment No. 2 Effective Date for which invoices have been presented two (2) Business Days prior to the Amendment No. 2 Effective Date, including, without limitation, the upfront fees the Borrower and the Administrative Agent shall receivehave agreed to pay to each Amendment No. 2 Bank which, in form and substance satisfactory to at the Administrative Agent and its counselCompany’s option, such other documents, certificates and instruments as may be net funded with the Administrative Agent shall reasonably require.proceeds of the Initial Term Loans and/or Revolving Loans funded on the Amendment No. 2

Conditions of Effectiveness. This The effectiveness of this Amendment shall be effective as and the amendment of December 7, 1999, so long as each the Existing Credit Agreement set forth herein are subject to the satisfaction of the following conditions precedent (the date on which all of such conditions shall have been satisfied:first be satisfied (or waived), which in the case of clause (b) may be substantially concurrent with the satisfaction of the other conditions specified below, the “Amendment Effective Date”): (a) The Administrative Agent’s (or its counsel’s) receipt of copies of the following: (i) counterparts of this Amendment executed by the Borrowers, the Guarantors and all Revolving Credit Lenders under the Existing Credit Agreement; or, as to any of the foregoing Lenders, advice satisfactory to the Administrative Agent shall receive counterparts of (i) that such ▇▇▇▇▇▇ has executed this Amendment and Amendment; (ii) certified copies of the Waiver resolutions of the boards of directors (or the equivalent thereof or a senior officer thereof or such other evidence in lieu thereof reasonably acceptable to the Administrative Agent) of each of the Borrowers and Fifth each Guarantor approving the execution and delivery of the Amendment and each other applicable Loan Document to Term Credit Agreementwhich it is, or is intended to be a party, and of all documents evidencing other necessary constitutive action and, if any, material governmental and other third party approvals and consents, if any, with respect to the Amendment, the other Transactions and each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantorother Loan Document; (biii) (A) a copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent shall receive counterparts Agent) by the Secretary of State (or other appropriate Governmental Authority) of the First Amendment jurisdiction of its incorporation or organization (to Intercreditor Agreementthe extent applicable and available in the relevant jurisdiction) (in case of Luxembourg Loan Parties, executed a copy of the applicable up-to-date consolidated articles of association, an electronically signed certificate of non-registration of a judicial decision or administrative dissolution without liquidation (certificat de non-inscription d’une décision judiciaire ou de dissolution administrative sans liquidation) from the insolvency register (registre de l’insolvabilité) and issued by the Required LendersLuxembourg Business Registers as administrator (gestionnaire) of the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) in Luxembourg (the “RCSL”) as at a date no earlier than one (1) Business Day prior to the Amendment Effective Date and an up-to-date, true and complete electronically signed excerpt from the RCSL and issued by the Luxembourg Business Registers as administrator (gestionnaire) of the RCSL as at a date no earlier than one (1) Business Day prior to the Amendment Effective Date (or such other date reasonably 2 [Dana – Amendment No. 6] acceptable to the Administrative Agent), as the case may be, thereof as being a true and complete copy thereof or (B) a certificate signed on behalf of each Loan Party certifying no changes to any of such Loan Party’s charters or other constitutive documents since the Amendment No. 5 Effective Date, in lieu of the foregoing; (civ) a certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer (and with respect to any Luxembourg Loan Party, by a manager (gérant)), dated the Amendment Effective Date (the statements made in which certificate shall be true on and as of the Amendment Effective Date), certifying as to (A) the Administrative Agent shall receive counterparts accuracy and completeness of the Third Amendment to Promissory Note, executed by charter (or other applicable formation document or the Borrower equivalent thereof in the applicable jurisdiction) of such Loan Party and Bank the absence of America, N.A., extending any changes thereto; (B) the maturity accuracy and completeness of the Overline Facility to bylaws (or other applicable organizational document or the end equivalent thereof in the applicable jurisdiction) of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower such Loan Party as in effect on the date hereof on which the resolutions of the board of directors (or persons performing similar functions) of such Person referred to in clause (iii) above were adopted and the absence of any changes thereto (a copy of which shall be attached to such certificate); (C) the absence of any proceeding known to be either pending for the dissolution, liquidation or other termination of the existence of such Loan Party (i) unencumbered or (ii) and, in the case of a Luxembourg Loan Party, that it is not subject to a lieninsolvency proceedings such as bankruptcy (faillite), compulsory liquidation (liquidation judiciaire), voluntary liquidation (liquidation volontaire) winding-up, moratorium, composition with creditors (gestion contrôlée), suspension of payment (sursis de paiement), voluntary arrangement with creditors (concordat préventif de la faillite), fraudulent conveyance, general settlement with creditors, reorganization or similar order or proceedings affecting the terms rights of which would not be violated by creditors generally and any proceedings in jurisdictions other than Luxembourg having similar effects); (D) the granting accuracy in all material respects of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth made by such Loan Party in Section 11 the Loan Documents to which it is or is to be a party as though made on and as of this the Amendment shall be true Effective Date; (E) the absence of any event occurring and correctcontinuing that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2022; (fv) all reasonable out-of-pocket fees a certificate of the Secretary or an Assistant Secretary (or the equivalent thereof) of each Loan Party certifying the names and expenses in connection with true signatures of the officers of such Loan Documents, including this Party authorized to sign the Amendment and the Additional Security Documentsother documents to be delivered thereunder; (vi) a certificate, including legal and other professional fees and expenses incurred on or prior in substantially the form of Exhibit I to the date Existing Credit Agreement attesting to the Solvency of this Amendment by Administrative Agent Dana and its Restricted Subsidiaries, on a consolidated basis (after giving effect to the transactions contemplated hereby), from its Chief Financial Officer or any Lenderother financial officer; and (vii) favorable opinions of (A) ▇▇▇▇, including▇▇▇▇▇, without limitation, the reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers▇▇, shall have been paid; LLP, counsel to the Loan Parties, (gB) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ ▇, Loop & ▇▇▇▇▇▇ P.C. ▇▇▇, LLP, Michigan and $50,000 for PricewaterhouseCoopers shall have been paidOhio counsel to the Loan Parties, (C) Dentons Luxembourg, counsel to the Luxembourg Loan Parties, and (D) a Responsible Officer of Dana, in each case dated as of the Amendment Effective Date and addressing such matters as the Administrative Agent may reasonably request, including in respect of collateral; (hb) The Revolving Credit Lenders shall have received at least two (2) days prior to the Administrative Agent shall receive 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 and Beneficial Ownership Regulation, including without limitation, the consolidated balance sheets Patriot Act to the extent reasonably requested of the Borrower and its Subsidiaries for Borrowers at least four (4) days prior to the month of October 1999Amendment Effective Date; (c) Since December 31, 2022, there shall not have occurred a Material Adverse Effect; and (id) the Administrative Agent Dana shall receivehave paid all costs, fees and expenses (including, without limitation, legal fees and expenses in form and substance satisfactory full in cash to the Administrative Agent extent due and its counsel, such payable for which Dana has received an invoice at least one (1) day prior to the Amendment Effective Date) and other documents, certificates and instruments as compensation payable to the Administrative Agent shall reasonably requireAgents or the Lender Parties.

Conditions of Effectiveness. This The effectiveness of this Amendment shall be effective as of December 7, 1999, so long as each (the “Amendment No. 2 Effective Date”) is subject to the satisfaction of the following conditions precedent shall have been satisfiedprecedent: (a) the The Administrative Agent shall receive have received counterparts of (i) this Amendment duly executed by the Borrowers, the Lenders, each Revolving Lender increasing its Revolving Commitment pursuant to this Amendment, each Issuing Bank, the Swingline Lender and the Administrative Agent and (ii) the Waiver Consent and Fifth Amendment to Term Credit Agreement, each Reaffirmation attached hereto duly executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor;Subsidiary Guarantors. (b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent shall receive counterparts and the Lenders and dated the Amendment No. 2 Effective Date) of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lienFried, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan DocumentsFrank, including this Amendment and the Additional Security DocumentsHarris, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. LLP, counsel for the Loan Parties, and $50,000 for PricewaterhouseCoopers shall have been paid; (hii) the General Counsel of the Company, each in form and substance reasonably satisfactory to the Administrative Agent and its counsel and covering such matters relating to the Loan Parties, the Loan Documents, this Amendment or the Transactions as the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; andreasonably request. The Company hereby requests such counsels to deliver such opinions. (c) The Administrative Agent shall have received (i) a certificate signed by the Chief Executive Officer, a Vice President or a Financial Officer of the Company certifying that, after giving effect to this Amendment, the Company is in compliance with the covenants contained in Section 6.07 of the Credit Agreement and (ii) such other documents and certificates as the Administrative Agent shall receiveor its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the Transactions and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the . (d) The Administrative Agent shall reasonably requirehave received, for the account of each applicable Lender party hereto that delivers its executed signature page to this Amendment by no later than the date and time specified by the Administrative Agent, an upfront fee in an amount equal to the amount previously disclosed to the Lenders. (e) The Administrative Agent shall have received payment of the Administrative Agent’s and its 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 other Loan Documents, and for which invoices have been presented at least one (1) Business Day prior to the Amendment No. 2 Effective Date. (f) The Administrative Agent shall have received from the Company a prepayment in respect of the 2015 Term Loans in an amount such that the aggregate outstanding principal amount of the 2015 Term Loans is equal to $0 (and the parties hereby acknowledge and agree that this Amendment satisfies the notice requirement in respect of such prepayment as required by Section 2.11(a) of the Credit Agreement). (g) The Administrative Agent shall have administered such reallocations, sales, assignments, transfers (or other relevant actions in respect) of each Lender’s Applicable Percentage of the relevant Class of Credit Exposure under the Credit Agreement as are necessary in order that each relevant Class of Credit Exposure with respect to such Lender reflects such Lender’s Applicable Percentage of such Class of Credit Exposure under the Credit Agreement as amended hereby. The Company 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 Eurocurrency Loans and the reallocation described in this clause (g), in each case on the terms and in the manner set forth in Section 2.16 of the Credit Agreement unless such compensation is waived by the applicable Lender in its sole discretion.

Conditions of Effectiveness. This Amendment shall be become effective as of December 7the date (the “Fifth Amendment Effective Date”) when, 1999and only when, so long as each of the following conditions precedent shall have been satisfied: (a) the The Administrative Agent shall receive counterparts have received, dated as of the Fifth Amendment Effective Date, an executed counterpart hereof from each of the Borrowers and the Required Lenders. (b) The Administrative Agent shall have received, dated as of the Fifth Amendment Effective Date, an executed counterpart of the Consent, Reaffirmation, and Agreement of Guarantor from each Guarantor. (c) The Administrative Agent shall have received a certificate of the secretary or an assistant secretary of each Credit Party executing any Credit Documents as of the Fifth Amendment Effective Date, dated the Fifth Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) this that the organizational documents of such Credit Party have not been amended, amended and restated, or otherwise modified since the Third Amendment Effective Date (and if such organizational documents have been amended, amended and restated, or otherwise modified, attaching copies thereof) and (ii) the Waiver that attached thereto is a true and Fifth Amendment to Term Credit Agreement, each executed complete copy of resolutions adopted by the Required Lenders board of directors (as defined in or similar governing body) of such Credit Party, authorizing the Intercreditor Agreement) execution, delivery and performance of this Agreement and the Borrower other Credit Documents to which it is a party, and acknowledged by each Guarantor; (b) as to the Administrative Agent shall receive counterparts incumbency and genuineness of the First Amendment to Intercreditor Agreementsignature of each officer of such Credit Party executing this Agreement or any of such other Credit Documents, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts and attaching all such copies of the Third Amendment to Promissory Notedocuments described above, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period;as applicable. (d) The Borrowers shall have paid to the Administrative Agent shall receive a certified list nonrefundable fee in the amount of all real property owned 0.125% multiplied by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to sum of the Borrower on the date hereof to be either then outstanding: (i) unencumbered or Term Loans; (ii) subject Revolving Credit Loan Commitments; and (iii) interest at the PIK Interest Rate with respect to a lienthe Term Loans and Non-Revolving Revolving Loans, the terms of which would not fee shall be violated by the granting of a second lien without the prior written consent deemed fully earned as of the holder or holders (or Fifth Amendment Effective Date and shall be for the trustee or agent pro-rata benefit of such holder or holders) of the first lien;each Lender who approves this Amendment. (e) To the representations and warranties set forth in Section 11 of this extent invoiced at least one (1) Business Day prior to the Fifth Amendment Effective Date, the Borrowers shall be true and correct; (f) have paid all reasonable out-of-pocket fees costs and expenses of the Administrative Agent in connection with the Loan Documentspreparation, including this Amendment negotiation, execution and the Additional Security Documents, including legal and other professional fees and expenses incurred on or prior to the date delivery of this Amendment by Administrative Agent or any Lender, (including, without limitation, the reasonable fees and out-of-pocket expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ counsel and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 financial advisor for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receive, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably requirewith respect thereto).

Conditions of Effectiveness. This The effectiveness of this Amendment shall be effective as of December 7, 1999, so long as each of (the “Amendment No. 1 Effective Date”) is subject to the following conditions precedent shall have been satisfiedprecedent: (a) The Administrative Agent shall have received 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), the New Lenders, the Issuing Bank, the Swingline Lender and the Administrative Agent. (b) The Administrative Agent shall have received a favorable written opinions (addressed to the Administrative Agent shall receive counterparts and the Lenders and dated the Amendment No. 1 Effective Date) of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇, P.C., ▇▇▇▇▇▇▇ special financing counsel for the Borrower and (ii) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special securities counsel for the Borrower, in each case in form and PricewaterhouseCooperssubstance reasonably satisfactory to the Administrative Agent and its counsel and covering such matters relating to the Borrower, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) Loan Documents, this Amendment or the Transactions as the Administrative Agent shall receive the consolidated balance sheets reasonably request. The Borrower hereby requests such counsels to deliver such opinions. (c) The Administrative Agent shall have received (i) a certificate signed by a Financial Officer of the Borrower and its Subsidiaries 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 covenants contained in Section 6.05 of the Credit Agreement for the month fiscal quarter ended October 30, 2015, (B) the representations and warranties of October 1999the Borrower set forth in the Credit Agreement (as amended by this Amendment) (other than the representations and warranties contained 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 of such certificate; and except, in each case, to the extent any such representation or warranty specifically refers to an earlier date, in which case it shall be true and correct in all material respects (iexcept 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 shall receiveor 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, such other documents, certificates and instruments as the . (d) The Administrative Agent shall reasonably requirehave received (i) for the account of each Lender participating in the increase to the Commitments pursuant hereto (including each New Lender) that delivers its executed signature page to this Amendment by no later than the date and time specified by the Administrative Agent, an upfront fee in an amount equal to the applicable amount previously disclosed to the Lenders and (ii) payment of the Administrative Agent’s and its 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 other Loan Documents. (e) The Administrative Agent shall have made such reallocations of each Lender’s Applicable Percentage of the Revolving Credit Exposure under the Credit Agreement as are necessary in order that the Revolving Credit Exposure with respect to such Lender 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 effectiveness of this Amendment shall be effective as and the amendment of December 7, 1999, so long as each the Existing Credit Agreement set forth herein is subject to the satisfaction of the following conditions precedent (the date on which all of such conditions shall have been satisfied:first be satisfied (or waived), which in the case of clause (b) may be substantially concurrent with the satisfaction of the other conditions specified below, the “Amendment Effective Date”): (a) The Administrative Agent’s (or its counsel’s) receipt of copies of the Administrative Agent shall receive counterparts of following: (i) counterparts of this Amendment executed by (i) the Borrowers, the Guarantors and all Revolving Credit Lenders and Term A Lenders under the Existing Credit Agreement (constituting the Required Lenders thereunder), and (ii) the Waiver and Fifth Amendment 2019 New Revolving Credit Lenders; or, as to Term any of the foregoing Lenders or 2019 New Revolving Credit AgreementLenders, each advice satisfactory to the Administrative Agent that such Lender has executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantorthis Amendment; (bii) the Administrative Agent shall receive counterparts Notes payable to the order of the First Amendment Revolving Credit Lenders and Term A Lenders to Intercreditor the extent requested in accordance with Section 2.16(a) of the Amended Credit Agreement, executed by the Required Lenders; (ciii) the Administrative Agent shall receive counterparts certified copies of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity resolutions of the Overline Facility boards of directors (or the equivalent thereof) of each of the Borrowers and each Guarantor approving the execution and delivery of the Amendment and each other Loan Document to which it is, or is intended to be a party, and of all documents evidencing other necessary constitutive action and, if any, material governmental and other third party approvals and consents, if any, with respect to the end of Amendment, the Waiver Periodother Transactions and each other Loan Document; (div) (A) a copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State (or other appropriate Governmental Authority) of the jurisdiction of its incorporation or organization (to the extent applicable and available in the relevant jurisdiction) (in case of Luxembourg Loan Parties, a copy of the applicable up-to-date consolidated articles of association, an electronic certificate of non-inscription of insolvency proceedings issued by the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) in Luxembourg (the “RCS”) as at a date no earlier than one (1) Business Day prior to the Amendment Effective Date and an up-to-date, true and complete electronic excerpt of the RCS as at a date no earlier than one (1) Business Day prior to the Amendment Effective Date), as the case may be, thereof as being a true and complete copy thereof or (B) a certificate signed on behalf of each Loan Party certifying no changes to any of such Loan Party’s charters or other constitutive documents since the Amendment No. 2 Effective Date, in lieu of the foregoing; (v) a certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer (and with respect to any Luxembourg Loan Party, by a manager (gérant)), dated the Amendment Effective Date (the statements made in which certificate shall be true on and as of the Amendment Effective Date), certifying as to (A) the Administrative Agent shall receive a certified list accuracy and completeness of all real property owned by the Borrower charter (or other applicable formation document or the equivalent thereof in the applicable jurisdiction) of such Loan Party and its Subsidiaries the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other than any non-essential asset with a fair market value not exceeding $200,000applicable organizational document or the equivalent thereof in the applicable jurisdiction) that is known to the Borrower of such Loan Party as in effect on the date hereof on which the resolutions of the board of directors (or persons performing similar functions) of such Person referred to in clause (iii) above were adopted and the absence of any changes thereto (a copy of which shall be attached to such certificate); (C) the absence of any proceeding known to be either pending for the dissolution, liquidation or other termination of the existence of such Loan Party (i) unencumbered or (ii) and, in the case of a Luxembourg Loan Party, that it is not subject to a lieninsolvency proceedings such as bankruptcy (faillite), compulsory liquidation (liquidation judiciaire), voluntary liquidation (liquidation volontaire) winding-up, moratorium, composition with creditors (gestion contrôlée), suspension of payment (sursis de paiement), voluntary arrangement with creditors (concordat préventif de la faillite), fraudulent conveyance, general settlement with creditors, reorganization or similar order or proceedings affecting the terms rights of which would not be violated by creditors generally and any proceedings in jurisdictions other than Luxembourg having similar effects); (D) the granting accuracy in all material respects of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth made by such Loan Party in Section 11 the Loan Documents to which it is or is to be a party as though made on and as of this the Amendment shall Effective Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be true made on such date and correctto the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Amendment Effective Date or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2018; (fvi) all reasonable out-of-pocket fees a certificate of the Secretary or an Assistant Secretary (or the equivalent thereof) of each Loan Party certifying the names and expenses in connection with true signatures of the officers of such Loan Documents, including this Party authorized to sign the Amendment and the Additional Security Documentsother documents to be delivered thereunder; (vii) a certificate, including legal and other professional fees and expenses incurred on or prior in substantially the form of Exhibit I to the date Existing Credit Agreement attesting to the Solvency of this Amendment by Administrative Agent Dana and its Restricted Subsidiaries, on a consolidated basis (after giving effect to the transactions contemplated hereby), from its Chief Financial Officer or any Lender, including, without limitation, the reasonable fees and expenses other financial officer; and (viii) favorable opinions of Winstead (A) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers▇▇, shall have been paid; LLP, counsel to the Loan Parties, (gB) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ ▇, Loop & ▇▇▇▇▇▇ P.C. ▇▇▇, LLP, Michigan and $50,000 for PricewaterhouseCoopers shall have been paidOhio counsel to the Loan Parties, and (C) Dentons Luxembourg, counsel to the Luxembourg Loan Parties, in each case dated as of the Amendment Effective Date and addressing such matters as the Administrative Agent may reasonably request, including in respect of collateral; (hb) The Revolving Credit Lenders and Term A Lenders shall have received at least two (2) days prior to the Administrative Agent shall receive 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 and Beneficial Ownership Regulation, including without limitation, the consolidated balance sheets Patriot Act to the extent reasonably requested of the Borrower and its Subsidiaries for Borrowers at least four (4) days prior to the month of October 1999Amendment Effective Date; (c) Since December 31, 2018, there shall not have occurred a Material Adverse Effect; and (id) the Administrative Agent Dana shall receivehave paid all costs, fees and expenses (including, without limitation, legal fees and expenses in form and substance satisfactory full in cash to the Administrative Agent extent due and its counsel, such payable for which Dana has received an invoice at least one (1) day prior to the Amendment Effective Date) and other documents, certificates and instruments as compensation payable to the Administrative Agent shall reasonably require.Agents or the Lender Parties;

Conditions of Effectiveness. (a) This Amendment shall be become effective as of December 7, 1999, so long as the date (the “Amendment Effective Date”) that each of the following conditions precedent shall have been satisfied: (a1) the The Administrative Agent shall receive counterparts of have received (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed which may be by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) the Administrative Agent shall receiveelectronic transmission), in form and substance satisfactory to the Administrative Agent, a counterpart of this Amendment which shall have been executed by the Administrative Agent, the Issuing Bank, the Lenders and the Borrower (which may be by PDF transmission); and (2) Borrower shall have paid all fees and expenses due to the Lenders and the Administrative Agent (including, but not limited to, reasonable attorneys’ fees of counsel to the Administrative Agent), in each case, for which invoices were submitted at least one (1) Business Day prior to the Amendment Effective Date; and (3) The Administrative Agent shall be reasonably satisfied that the Borrower has entered into and is party to (x) Hedging Transactions at prices reasonably acceptable to the Administrative Agent in respect of crude oil on not less than 8,500 barrels per day for the period of January 1, 2021 to December 31, 2021 (which shall be apportioned in such period in a manner reasonably acceptable to the Administrative Agent); provided that not less than 4,000 of such barrels per day shall be pursuant to Hedging Transactions in the form of commodity swap transactions and (y) Hedging Transactions in the form of commodity swap transactions at prices reasonably acceptable to the Administrative Agent in respect of crude oil on not less than 1,000 barrels per day for the period of January 1, 2022 to December 31, 2022 (which shall be apportioned in such period in a manner reasonably acceptable to the Administrative Agent). (b) Without limiting the generality of the provisions of Sections 3.1 and 3.2 of the Credit Agreement, for purposes of determining compliance with the conditions specified in Section 4(a), each Lender that has signed this Amendment (and its counselpermitted successors and assigns) shall be deemed to have consented to, such approved or accepted, or to be satisfied with, each document or other documents, certificates and instruments as matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall reasonably requirehave received written notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto. (c) The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date.

Conditions of Effectiveness. This The effectiveness of this Amendment shall be effective as of December 7, 1999, so long as each of is subject to the following conditions precedent shall have been satisfiedprecedent: (a) the Administrative Agent shall receive counterparts of Agent’s receipt of: (i) counterparts of this Amendment duly executed by the Borrower, the Augmenting Lender, each Increasing Lender and the Administrative Agent; (ii) the Waiver Consent and Fifth Amendment to Term Credit Agreement, each Reaffirmation attached hereto as Annex III (the “Reaffirmation”) duly executed by the Required Lenders (as defined in the Intercreditor Agreement) REIT and the Borrower and acknowledged by each Guarantor; (biii) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenderseach other document set forth on Annex IV attached hereto; (civ) all of the Administrative Agent shall receive counterparts of the Third Amendment to Promissory NoteAgent’s accrued costs, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and through the Additional Security Documents, including legal and other professional fees and expenses incurred date hereof that are required to be paid on or prior to the date hereof pursuant to Section 9.6(a) of this Amendment by Administrative Agent or any Lender, including, without limitation, the reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paidCredit Agreement; (gv) retainers (x) pro forma financial statements giving effect to incurrence of the Tranche 3 Term Loans and the Tranche 4 Term Loans, which demonstrate, in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. Administrative Agent’s reasonable judgment, together with all other information then available to the Administrative Agent, that the Borrower can repay its debts and $50,000 for PricewaterhouseCoopers shall have been paid; satisfy its other obligations as and when they become due, together with, (hy) such information as the Administrative Agent shall receive may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, and (z) unaudited consolidated balance sheets financial statements of the Borrower REIT and its Subsidiaries for the month of October 1999fiscal quarter ended March 31, 2019; and (ivi) due diligence responses to its requests regarding the Administrative Agent shall receiveEligible Properties, including a list of the Eligible Properties and the NOI attributable thereto; and (b) upon the reasonable request of any Increasing Lender or the Augmenting Lender made at least ten Business Days prior to the Amendment No. 1 Effective Date, the Borrower must have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in form and substance satisfactory each case at least five Business Days prior to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably require.Amendment No. 1

Conditions of Effectiveness. This Amendment The obligations of the 2022 Incremental Term Lenders to make 2022 Incremental Term Loans under the Amended Credit Agreement and the amendments to the Credit Agreement contained in Section 1 hereof shall be become effective as of December 7, 1999, so long as each of the first date (the “Amendment No. 5 Effective Date”) on which the following conditions precedent shall have been satisfied:satisfied (or waived by the Lenders party hereto and the 2022 Incremental Term Lenders): (a) the The Administrative Agent shall receive have received counterparts of (i) this Amendment executed by the Borrower, the Administrative Agent, the Lenders party hereto and the 2022 Incremental Term Lenders and (ii) the Waiver Guarantor Consent and Fifth Amendment to Term Credit Agreement, each Reaffirmation attached hereto (the “Guarantor Consent”) executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor;. (b) the The Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive have received a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either customary legal opinion from (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Additional Security Documents, 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 reasonable fees and expenses of Winstead D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ New York counsel to the Loan Parties and PricewaterhouseCoopers(ii) each local counsel to the Loan Parties listed on Schedule 4(b) to this Amendment. (c) The Administrative Agent shall have received, with respect to each Loan Party, certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the Guarantor Consent. (d) The Administrative Agent shall have received (i) a Committed Loan Notice no later than 1:00 p.m., New York time, three (3) Business Days (in the case of Eurodollar Rate Loans) or two (2) Business Days (in the case of Base Rate Loans), in each case prior to the requested date of the Borrowing in respect of the 2022 Incremental Term Loans (or in each case such shorter notice that shall be acceptable to the Administrative Agent in its discretion) and (ii) an Incremental Loan Request; provided that this Amendment shall be deemed to be the Incremental Loan Request with respect to the 2022 Incremental Term Loans for purposes of the Amended Credit Agreement and all parties hereto hereby agree that this Amendment shall satisfy all requirements under the Amended Credit Agreement for the Incremental Loan Request with respect to the 2022 Incremental Term Loans. (e) All fees (including fees required to be paid pursuant to the 2022 Incremental Fee Letter) and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 5 Effective Date (except as otherwise reasonably agreed by the Borrower)) required to be paid under the Credit Agreement on or prior to the Amendment No. 5 Effective Date shall have been paid;, or shall be paid substantially concurrently with the Borrowing of the 2022 Incremental Term Loans on the Amendment No. 5 Effective Date. (f) The Administrative Agent and the 2022 Incremental Term Lenders shall have received copies of (i) Healthsmart’s unaudited consolidated financial statements as of December 31, 2019 and December 31, 2020, consisting of the unaudited consolidated balance sheets as of such dates and the related unaudited statements of income and (ii) Healthsmart’s unaudited consolidated financial statements as of October 31, 2021, consisting of the unaudited consolidated balance sheet as of such date and the related unaudited statement of income for the 10-month period then ended (subject in each case of clauses (i) and (ii) to (a) the absence of footnote disclosures and other presentation items and (b) changes resulting from year-end adjustments); provided that the Administrative Agent and the 2022 Incremental Term Lenders hereby acknowledge receipt of each of the foregoing financial statements specified in clauses (i) and (ii) above. (g) retainers in The Administrative Agent and the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers 2022 Incremental Term Lenders shall have been paid;received a pro forma unaudited consolidated balance sheet of the Borrower as of September 30, 2021, prepared after giving effect to the Healthsmart Transactions as if the Healthsmart Transactions had occurred as of such date (utilizing, for purposes of such pro forma unaudited consolidated balance sheet, Healthsmart’s unaudited consolidated balance sheet as of October 31, 2021), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting. (h) To the extent such documentation and information has not previously been delivered in connection with the funding of the Closing Date Term Loans, the 2020 Incremental Term Loans and/or the 2021 Incremental Term Loans, the Administrative Agent shall receive have received at least two (2) Business Days prior to the consolidated balance sheets Amendment No. 5 Effective Date (or such shorter period as may be acceptable to the Administrative Agent) all documentation and other information in respect of the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act) that has been reasonably requested in writing by the Administrative Agent at least ten (10) Business Days prior to the Amendment No. 5 Effective Date. (i) The Administrative Agent shall have received a solvency certificate from a Financial Officer of the Borrower (after giving effect to the Healthsmart Transactions) substantially in the form attached as Exhibit I to the Amended Credit Agreement (or, at the option of the Borrower, a third party opinion as to the solvency of the Borrower and its Restricted Subsidiaries for on a consolidated basis). (j) Since the month date of October 1999the Healthsmart Acquisition Agreement, no “Material Adverse Effect” (as defined in the Healthsmart Acquisition Agreement) shall have occurred. (k) The Healthsmart Acquisition shall have been consummated, or shall be consummated substantially concurrently with the Borrowing of 2022 Incremental Term Loans on the Amendment No. 5 Effective Date, in all material respects in accordance with the terms of the Healthsmart Acquisition Agreement; and provided that no provision of the Healthsmart Acquisition Agreement shall have been amended or waived, nor shall any consent have been given, by the Borrower or any of its Affiliates in a manner materially adverse to the 2022 Incremental Term Lenders (in their capacity as such) without the consent of the 2022 Incremental Term Lenders (such consent not to be unreasonably withheld, delayed or conditioned); provided, further, that (i) the 2022 Incremental Term Lenders shall be deemed to have consented to such waiver, amendment or consent unless they shall object thereto within two (2) Business Days after receipt of written notice of such waiver, amendment or consent, (ii) any amendment, waiver or consent which results in a reduction in the purchase price for the Healthsmart Acquisition shall be deemed not to be materially adverse to the 2022 Incremental Term Lenders to the extent (x) such reduction is applied to reduce the aggregate 2022 Incremental Term Loan Commitments or (y) such reduction is pursuant to the Healthsmart Acquisition Agreement as in effect on the date thereof, including pursuant to any working capital and/or purchase price (or similar) adjustment provision set forth in the Healthsmart Acquisition Agreement as in effect on the date thereof (in each case as amended or waived or consented to in compliance with this clause (k)), (iii) any amendment, waiver or consent which results in an increase in purchase price for the Healthsmart Acquisition shall be deemed not to be materially adverse to the 2022 Incremental Term Lenders so long as (x) such increase is funded with an equity contribution constituting an issuance of Qualified Equity Interests by Holdings or any Parent Company to a Person other than a Subsidiary of Holdings or borrowings under the Revolving Facility (so long as such borrowings (other than, for the avoidance of doubt, any borrowings used to fund working capital needs of the Borrower or its Restricted Subsidiaries or Healthsmart) to the extent used to fund such increase do not exceed $10,000,000 in aggregate principal amount) or (y) such increase is pursuant to the Healthsmart Acquisition Agreement as in effect on the date thereof, including pursuant to any working capital and/or purchase price (or similar) adjustment provision set forth in the Healthsmart Acquisition Agreement as in effect on the date thereof (in each case as amended or waived or consented to in compliance with this clause (k)) and (iv) any change to the definition of “Material Adverse Effect” (as defined in the Healthsmart Acquisition Agreement) shall be deemed materially adverse to the 2022 Incremental Term Lenders and shall require the consent of the 2022 Incremental Term Lenders (not to be unreasonably withheld, delayed, denied or conditioned), provided that the 2022 Incremental Term Lenders shall be deemed to have consented to such change unless they shall object thereto within two (2) business days after receipt of written notice of such change. (l) The Healthsmart Specified Representations shall be true and correct in all material respects on the Amendment No. 5 Effective Date (unless such Healthsmart Specified Representations relate to an earlier date, in which case, such Healthsmart Specified Representations shall have been true and correct in all material respects as of such earlier date). (m) The Healthsmart Specified Acquisition Agreement Representations shall be true and correct in all material respects on the Amendment No. 5 Effective Date, but only to the extent that the Borrower (or any of its Affiliates) has the right (taking into account any applicable cure provisions) to terminate its (or such Affiliates’) obligations under the Healthsmart Acquisition Agreement, or to decline to consummate the Healthsmart Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of such Healthsmart Specified Acquisition Agreement Representations. (n) The Administrative Agent shall receivehave received a certificate of a Responsible Officer of the Borrower certifying that the condition set forth in clause (l) above has been satisfied. For purposes of determining compliance with the conditions specified in this Section 4, in form the Administrative Agent, each Term Lender and substance each 2022 Incremental Term Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent and its counselAgent, such other documentsa Term Lender or a 2022 Incremental Term Lender, certificates and instruments as applicable, unless, in the case of a Term Lender or a 2022 Incremental Term Lender, the Administrative Agent shall reasonably requirehave received notice from such Term Lender or 2022 Incremental Term Lender prior to the proposed Amendment No. 5 Effective Date specifying its objection thereto.